Common use of Management of the Hotel Clause in Contracts

Management of the Hotel. A. The management and operation of the Hotel shall be under the exclusive supervision and control of Manager except as otherwise specifically provided in this Agreement. Manager shall manage and operate the Hotel in an efficient and economical manner consistent with standards prevailing in other hotels in the System, including all activities in connection therewith which are customary and usual to such an operation (provided, however, that if the market area or the physical peculiarities of the Hotel warrant, in the reasonable judgment of Manager, a deviation from such standards shall be permitted (the “Operating Standards”)). Manager shall, in accordance with the System Standards, the Operating Standards and the terms of this Agreement: 1. Recruit, employ, supervise, direct and (when appropriate) discharge the employees at the Hotel. 2. Establish Guest Room rates and prices, rates and charges for services provided in the Hotel. 3. Establish administrative policies and procedures, including policies and procedures for employment, control of revenue and expenditures, maintenance of bank accounts for the purchasing of supplies and services, control of credit, and scheduling of maintenance and verify that the foregoing procedures are operating in a sound manner. 4. Manage expenditures to replenish Inventories and Fixed Asset Supplies, make payments on accounts payable and collect accounts receivable. 5. Arrange for and supervise public relations and advertising and prepare marketing plans. 6. Procure all Inventories and replacement Fixed Asset Supplies. 7. Prepare and deliver Monthly Statements, Annual Operating Statements, Annual Operating Projections, Capital Estimates, Capital Statements and such other information required by this Agreement or as Owner may reasonably request. 8. Plan, execute and supervise repairs, maintenance alterations and improvements at the Hotel. 9. Provide, or cause to be provided, risk management services relating to the types of insurance required to be obtained or provided by Manager under this Agreement and provide such information related to risk management as Owner may from time to time reasonably request. 10. Obtain and keep in full force and effect, either in its own name or in Owner’s and/or Landlord’s name, as may be required by applicable law, any and all licenses and permits to the extent within the control of Manager (or, if not within the control of Manager, Manager shall use commercially reasonable efforts to obtain and keep same in full force and effect). 11. Reasonably cooperate in a Sale of the Hotel or in obtaining a Mortgage. 12. On behalf of Owner, negotiate, enter into and administer leases, subleases, licenses and concession agreements for all public space at the Hotel, including all retail, office and lobby space. 13. On behalf of Owner, negotiate, enter into and administer service contracts and licenses for the operation of the Hotel, including contracts and licenses for health and safety, systems maintenance, electricity, gas, telephone, cleaning, elevator and boiler maintenance, air conditioning maintenance, laundry and dry cleaning, master television service, internet service, use of copyrighted materials (such as music and videos), entertainment and other services as Manager deems advisable. 14. Negotiate, enter into and administer contracts for the use of banquet and meeting facilities and Guest Rooms by groups and individuals. 15. Take reasonable action to collect and institute in its own name or in the name of Owner or the Hotel, in each instance as Manager in its reasonable discretion deems appropriate, legal actions or proceedings to collect charges, rent or other income derived from the operation of the Hotel or to oust or dispossess guests, tenants, members or other persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement for the breach thereof or default thereunder by Owner, licensee or concessionaire. 16. Make representatives available to consult with and advise Owner, at Owner’s reasonable request, concerning policies and procedures affecting the conduct of the business of the Hotel. 17. Collect on behalf of Owner and account for and remit to governmental authorities all applicable excise, sales, occupancy and use taxes or similar governmental charges collected by or at the Hotel directly from guests, members or other patrons, or as part of the sales price of any goods, services or displays, such as gross receipts, admission or similar or equivalent taxes, duties, levies or charges. 18. Keep Owner advised of significant events which occur with respect to the Hotel which might reasonably be expected to have a material adverse effect on the financial performance or value of the Hotel. 19. Perform such other tasks with respect to the Hotel as are customary and consistent with the Operating Standards and the System Standards. B. Manager shall use commercially reasonable efforts to comply with all Legal Requirements and Insurance Requirements pertaining to its operation of the Hotel. C. Manager shall use commercially reasonable efforts to obtain and maintain all approvals necessary to use and operate the Hotel in accordance with the System Standards, Operating Standards and Legal Requirements. Owner shall cooperate with Manager and shall (or cause Landlord to) execute all applications and consents reasonably required to be executed by Owner in order for Manager to obtain and maintain such approvals. D. Manager shall not use, and shall exercise commercially reasonable efforts to prevent the use of, the Hotel and Owner’s Personal Property, if any, for any unlawful purpose. Manager shall not commit, and shall use commercially reasonable efforts to prevent the commission of, any waste at the Hotel. Manager shall not use, and shall use commercially reasonable efforts to prevent the use of, the Hotel in such a manner as will constitute an unlawful nuisance. Manager shall use commercially reasonable efforts to prevent the use of the Hotel in such a manner as might reasonably be expected to impair Owner’s or Landlord’s title thereto or any portion thereof or might reasonably be expected to give rise for a claim or claims for adverse use or adverse possession by the public, or of implied dedication of the Hotel or any portion thereof.

Management of the Hotel. A. The management and operation Manager shall manage the Hotel, including, without limitation, performance of the Hotel shall be under following functions, in accordance with Prudent Industry Practices, the exclusive supervision provisions of this Agreement and control of Manager all standards imposed by the Franchise Agreement (provided that in all cases, except as otherwise specifically provided set forth in this Agreement. Manager shall manage , the costs and operate the Hotel in an efficient and economical manner consistent with standards prevailing in other hotels in the System, including all activities in connection therewith which are customary and usual to expenses of performing such an operation (provided, however, that if the market area or the physical peculiarities of the Hotel warrant, in the reasonable judgment of Manager, a deviation from such standards functions shall be permitted (the “Operating Standards”)). Manager shall, in accordance with the System Standards, the Operating Standards and the terms of this Agreement:Deductions): 1. Recruit, employ, relocate, manage, supervise, direct and (when appropriate) discharge the all employees at the HotelHotel and maintain adequate staff, consistent with Prudent Industry Practices, to carry out its duties under this Agreement. 2. Establish Guest Room rates and prices, rates and charges for services provided in the Hotel, including Guest Room rates. 3. Establish and revise, as necessary, administrative policies and procedures, including employment policies and procedures and policies and procedures for employment, the control of revenue and expenditures, maintenance of bank accounts for the purchasing of supplies and services, for the control of credit, credit and for the scheduling of maintenance maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Manage expenditures to replenish Inventories and Fixed Asset Supplies, make Make payments on accounts payable and collect accounts receivable. 5. Arrange Procure (for Owner) all Inventories and supervise public relations replace Fixed Asset Supplies and advertising otherwise incur customary and prepare marketing plansreasonable expenses in the operation of the Hotel, subject to the approved Annual Operating Projection. 6. Procure all Inventories and replacement Fixed Asset Supplies. 7. Prepare and deliver Monthly Annual Operating Projections, Accounting Period Statements, Annual Operating Statements, Annual Operating Projections, Capital Building Estimates, Capital Statements Repairs and Equipment Estimates and such other information as is required by this Agreement or as Owner may reasonably requestAgreement. 87. Plan, execute and supervise repairs, repairs and maintenance alterations and improvements at the Hotel. 98. Provide, or cause to be provided, risk management services relating to Obtain the types of insurance required to be obtained or provided by Manager under pursuant to Article VI of this Agreement and provide such information related or cause to be provided all risk management as Owner may from time services related thereto, subject to time reasonably requestthe provisions of Section 6.05. 109. Obtain and keep in full force and effect, either in its own name or in Owner’s and/or Landlordor Owner’s affiliate’s name, as may be required by applicable law, any and all licenses (including, without limitation, liquor licenses which shall be maintained in the name of Manager to the extent permitted by law) and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use commercially reasonable all due diligence and best efforts to obtain and keep same in full force and effect). 1110. Reasonably Execute subordination agreements, estoppel certificates and other documentation required by any purchaser or mortgagee and reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel or in obtaining to obtain a Mortgage. 11. At the direction and with the concurrence of Owner, arrange for and supervise public relations and advertising and prepare marketing plans. 12. On Subject to paragraph B below, negotiate and enter into, on behalf of Owner, negotiateservice contracts and other third party agreements required in the ordinary course of operating the Hotel, enter into provided that each such contract or agreement is approved in advance by Owner. 13. Manage and administer operate the Hotel at all times in compliance with the Franchise Agreement, including (without limitation) the Manual and the System standards (as such terms are defined therein). B. The operation of the Hotel shall be under the exclusive supervision and control of Manager, except as otherwise specifically provided in this Agreement, and Manager shall be responsible for the proper and efficient operation of the Hotel. In fulfilling its obligations under this Agreement, Manager will act as a reasonable, prudent operator of the Hotel, having regard for the status of the Hotel, operating the Hotel in accordance with Prudent Industry Practices and at all times maintaining and complying with all standards imposed by the Franchise Agreement, and subject to the foregoing and all other terms and conditions of this Agreement, shall have discretion in the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concession agreements concessions for all public space at shops and businesses within the Hotel, including all retailprovided that the term of any such lease, office and lobby space. 13. On behalf sublease, license or concession shall not exceed the lesser of one (1) year or the Term without the prior written approval of Owner; receipt, negotiateholding and disbursement of funds; maintenance of bank accounts; procurement of Inventories, enter into supplies and administer service contracts services; promotion and licenses publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, including contracts and licenses generally, all activities necessary for health and safety, systems maintenance, electricity, gas, telephone, cleaning, elevator and boiler maintenance, air conditioning maintenance, laundry and dry cleaning, master television service, internet service, use of copyrighted materials (such as music and videos), entertainment and other services as Manager deems advisable. 14. Negotiate, enter into and administer contracts for the use of banquet and meeting facilities and Guest Rooms by groups and individuals. 15. Take reasonable action to collect and institute in its own name or in the name of Owner or the Hotel, in each instance as Manager in its reasonable discretion deems appropriate, legal actions or proceedings to collect charges, rent or other income derived from the operation of the Hotel or to oust or dispossess guests, tenants, members or other persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement for the breach thereof or default thereunder by Owner, licensee or concessionaire. 16. Make representatives available to consult with and advise Owner, at Owner’s reasonable request, concerning policies and procedures affecting the conduct of the business of the Hotel. 17. Collect on behalf of Owner and account for and remit to governmental authorities all applicable excise, sales, occupancy and use taxes or similar governmental charges collected by or at the Hotel directly from guests, members or other patrons, or as part of the sales price of any goods, services or displays, such as gross receipts, admission or similar or equivalent taxes, duties, levies or charges. 18. Keep Owner advised of significant events which occur with respect to the Hotel which might reasonably be expected to have a material adverse effect on the financial performance or value of the Hotel. 19. Perform such other tasks with respect to the Hotel as are customary and consistent with the Operating Standards and the System Standards. B. Manager shall use commercially reasonable efforts to comply with all Legal Requirements and Insurance Requirements pertaining to its operation of the Hotel. C. . With respect to all Material Management Decisions, Manager shall use commercially reasonable efforts to obtain and maintain all approvals necessary to use and operate the Hotel consult with Owner in accordance with the System Standards, Operating Standards and Legal Requirementsadvance of making any such decisions. Owner shall cooperate with Manager and shall (or cause Landlord to) execute all applications and consents reasonably required The term “Material Management Decisions” means a decision to be executed by Owner made in order connection with any expenditure of more than $10,000 for Manager to obtain and maintain each item or $50,000 in the aggregate for all such approvalsitems in any Fiscal Year if such expenditure is not included in the approved Annual Operating Projection for such Fiscal Year or if such expenditure would result in an increase in the overall Annual Operating Projection. D. Manager shall not use, and shall exercise commercially reasonable efforts to prevent the use of, the Hotel and Owner’s Personal Property, if any, for any unlawful purpose. Manager shall not commit, and shall use commercially reasonable efforts to prevent the commission of, any waste at the Hotel. Manager shall not use, and shall use commercially reasonable efforts to prevent the use of, the Hotel in such a manner as will constitute an unlawful nuisance. Manager shall use commercially reasonable efforts to prevent the use of the Hotel in such a manner as might reasonably be expected to impair Owner’s or Landlord’s title thereto or any portion thereof or might reasonably be expected to give rise for a claim or claims for adverse use or adverse possession by the public, or of implied dedication of the Hotel or any portion thereof.

Management of the Hotel. A. The management and operation of the Hotel shall be under the exclusive supervision and control of Manager except as otherwise specifically provided in this Agreement. Manager shall manage and operate the Hotel in an efficient and economical manner consistent with standards prevailing in other hotels in the System, including all activities in connection therewith which are customary and usual to such an operation (provided, however, that if the market area or the physical peculiarities of the Hotel warrant, in the reasonable judgment of Manager, a deviation from such standards shall be permitted (the “Operating Standards”)). Manager shall, in accordance with the System Standards, the Operating Standards and the terms of this Agreement: 1. Recruit, employ, supervise, direct and (when appropriate) discharge the employees at the Hotel. 2. Establish Guest Room rates and prices, rates and charges for services provided in the Hotel. 3. Establish administrative policies and procedures, including policies and procedures for employment, control of revenue and expenditures, maintenance of bank accounts for the purchasing of supplies and services, control of credit, and scheduling of maintenance and verify that the foregoing procedures are operating in a sound manner. 4. Manage expenditures to replenish Inventories and Fixed Asset Supplies, make payments on accounts payable and collect accounts receivable. 5. Arrange for and supervise public relations and advertising and prepare marketing plans. 6. Procure all Inventories and replacement Fixed Asset Supplies. 7. Prepare and deliver Monthly Statements, Annual Operating Statements, Annual Operating Projections, Capital Estimates, Capital Statements and such other information required by this Agreement or as Owner may reasonably request. 8. Plan, execute and supervise repairs, maintenance maintenance, alterations and improvements at the Hotel. 9. Provide, or cause to be provided, risk management services relating to the types of insurance required to be obtained or provided by Manager under this Agreement and provide such information related to risk management as Owner may from time to time reasonably request. 10. Obtain and keep in full force and effect, either in its own name or in Owner’s and/or Landlord’s name, as may be required by applicable law, any and all licenses and permits to the extent within the control of Manager (or, if not within the control of Manager, Manager shall use commercially reasonable efforts to obtain and keep same in full force and effect). 11. Reasonably cooperate in a Sale of the Hotel or in obtaining a Mortgage. 12. On behalf of Owner, negotiate, enter into and administer leases, subleases, licenses and concession agreements for all public space at the Hotel, Hotel (including all retail, office and lobby spacespace and antenna leases on rooftop areas) and administer, comply with and arrange for extensions of any ground lease or common interest realty associations as necessary. 13. On behalf of Owner, negotiate, enter into and administer service contracts and licenses for the operation of the Hotel, including contracts and licenses for health and safety, systems maintenance, electricity, gas, telephone, cleaning, elevator and boiler maintenance, air conditioning maintenance, laundry and dry cleaning, master television service, internet service, use of copyrighted materials (such as music and videos), entertainment and other services as Manager deems advisable. 14. Negotiate, enter into and administer contracts for the use of banquet and meeting facilities and Guest Rooms by groups and individuals. 15. Take reasonable action to collect and institute in its own name or in the name of Owner or the Hotel, in each instance as Manager in its reasonable discretion deems appropriate, legal actions or proceedings to collect charges, rent or other income derived from the operation of the Hotel or to oust or dispossess guests, tenants, members or other persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement for the breach thereof or default thereunder by Owner, licensee or concessionaire. 16. Make representatives available to consult with and advise Owner, at Owner’s reasonable request, concerning policies and procedures affecting the conduct of the business of the Hotel. 17. Collect on behalf of Owner and account for and remit to governmental authorities all applicable excise, sales, occupancy and use taxes or similar governmental charges collected by or at the Hotel directly from guests, members or other patrons, or as part of the sales price of any goods, services or displays, such as gross receipts, admission or similar or equivalent taxes, duties, levies or charges. 18. Keep Owner advised of significant events which occur with respect to the Hotel which might reasonably be expected to have a material adverse effect on the financial performance or value of the Hotel. 19. Perform such other tasks with respect to the Hotel as are customary and consistent with the Operating Standards and the System Standards. B. Manager shall use commercially reasonable efforts to comply with all Legal Requirements and Insurance Requirements pertaining to its operation of the Hotel. C. Manager shall use commercially reasonable efforts to obtain and maintain all approvals necessary to use and operate the Hotel in accordance with the System Standards, Operating Standards and Legal Requirements. Owner shall cooperate with Manager and shall (or cause Landlord to) execute all applications and consents reasonably required to be executed by Owner in order for Manager to obtain and maintain such approvals. D. Manager shall not use, and shall exercise commercially reasonable efforts to prevent the use of, the Hotel and Owner’s Personal Property, if any, for any unlawful purpose. Manager shall not commit, and shall use commercially reasonable efforts to prevent the commission of, any waste at the Hotel. Manager shall not use, and shall use commercially reasonable efforts to prevent the use of, the Hotel in such a manner as will constitute an unlawful nuisance. Manager shall use commercially reasonable efforts to prevent the use of the Hotel in such a manner as might reasonably be expected to impair Owner’s or Landlord’s title thereto or any portion thereof or might reasonably be expected to give rise for a claim or claims for adverse use or adverse possession by the public, or of implied dedication of the Hotel or any portion thereof.

Management of the Hotel. A. The management and operation of the Hotel shall be under the exclusive supervision and control of Manager except as otherwise specifically provided in this Agreement. Manager shall manage and operate the Hotel in an efficient and economical manner consistent with standards prevailing in other hotels in the System, including all activities in connection therewith which are customary and usual to such an operation (provided, however, that if the market area or the physical peculiarities of the Hotel warrant, in the reasonable judgment of Manager, a deviation from such standards shall be permitted (the “Operating Standards”)). Manager shall, in accordance with the System Standards, the Operating Standards and the terms of this Agreement: 1. Recruit, employ, supervise, direct and (when appropriate) discharge the employees at the Hotel. 2. Establish Guest Room rates and prices, rates and charges for services provided in the Hotel. 3. Establish administrative policies and procedures, including policies and procedures for employment, control of revenue and expenditures, maintenance of bank accounts for the purchasing of supplies and services, control of credit, and scheduling of maintenance and verify that the foregoing procedures are operating in a sound manner. 4. Manage expenditures to replenish Inventories and Fixed Asset Supplies, make payments on accounts payable and collect accounts receivable. 5. Arrange for and supervise public relations and advertising and prepare marketing plans. 6. Procure all Inventories and replacement Fixed Asset Supplies. 7. Prepare and deliver Monthly Statements, Annual Operating Statements, Annual Operating Projections, Capital Estimates, Capital Statements and such other information required by this Agreement or as Owner may reasonably request. 8. Plan, execute and supervise repairs, maintenance alterations and improvements at the Hotel. 9. Provide, or cause to be provided, risk management services relating to the types of insurance required to be obtained or provided by Manager under this Agreement and provide such information related to risk management as Owner may from time to time reasonably request. 10. Obtain and keep in full force and effect, either in its own name or in Owner’s and/or Landlord’s name, as may be required by applicable law, any and all licenses and permits to the extent within the control of Manager (or, if not within the control of Manager, Manager shall use commercially reasonable efforts to obtain and keep same in full force and effect). 11. Reasonably cooperate in a Sale of the Hotel or in obtaining a Mortgage. 12. On Subject to Section 10.01.C, negotiate and administer, on behalf of Owner, negotiate, enter into and administer leases, subleases, licenses and concession agreements for all public space at the Hotel, including all retail, office and lobby space. 13. On behalf of Owner, negotiate, enter into and administer service contracts and licenses for the operation of the Hotel, including contracts and licenses for health and safety, systems maintenance, electricity, gas, telephone, cleaning, elevator and boiler maintenance, air conditioning maintenance, laundry and dry cleaning, master television service, internet service, use of copyrighted materials (such as music and videos), entertainment and other services as Manager deems advisable. 14. Negotiate, enter into and administer contracts for the use of banquet and meeting facilities and Guest Rooms by groups and individuals. 15. Take reasonable action to collect and institute in its own name or in the name of Owner or the Hotel, in each instance as Manager in its reasonable discretion deems appropriate, legal actions or proceedings to collect charges, rent or other income derived from the operation of the Hotel or to oust or dispossess guests, tenants, members or other persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement for the breach thereof or default thereunder by Owner, licensee or concessionaire. 16. Make representatives available to consult with and advise Owner, at Owner’s reasonable request, concerning policies and procedures affecting the conduct of the business of the Hotel. 17. Collect on behalf of Owner and account for and remit to governmental authorities all applicable excise, sales, occupancy and use taxes or similar governmental charges collected by or at the Hotel directly from guests, members or other patrons, or as part of the sales price of any goods, services or displays, such as gross receipts, admission or similar or equivalent taxes, duties, levies or charges. 18. Keep Owner advised of significant events which occur with respect to the Hotel which might reasonably be expected to have a material adverse effect on the financial performance or value of the Hotel. 19. Perform such other tasks with respect to the Hotel as are customary and consistent with the Operating Standards and the System Standards. B. Manager shall use commercially reasonable efforts to comply with all Legal Requirements and Insurance Requirements pertaining to its operation of the Hotel. C. Manager shall use commercially reasonable efforts to obtain and maintain all approvals necessary to use and operate the Hotel in accordance with the System Standards, Operating Standards and Legal Requirements. Owner shall cooperate with Manager and shall (or cause Landlord to) execute all applications and consents reasonably required to be executed by Owner in order for Manager to obtain and maintain such approvals. D. Manager shall not use, and shall exercise commercially reasonable efforts to prevent the use of, the Hotel and Owner’s Personal Property, if any, for any unlawful purpose. Manager shall not commit, and shall use commercially reasonable efforts to prevent the commission of, any waste at the Hotel. Manager shall not use, and shall use commercially reasonable efforts to prevent the use of, the Hotel in such a manner as will constitute an unlawful nuisance. Manager shall use commercially reasonable efforts to prevent the use of the Hotel in such a manner as might reasonably be expected to impair Owner’s or Landlord’s title thereto or any portion thereof or might reasonably be expected to give rise for a claim or claims for adverse use or adverse possession by the public, or of implied dedication of the Hotel or any portion thereof.

Management of the Hotel. A. The management and operation of the Hotel shall be under the exclusive supervision and control of Manager except as otherwise specifically provided in this Agreement. Manager shall manage and operate the Hotel in an efficient and economical manner consistent with standards prevailing in other hotels in the System, including all activities in connection therewith which are customary and usual to such an operation (provided, however, that if the market area or the physical peculiarities of the Hotel warrant, in the reasonable judgment of Manager, a deviation from such standards shall be permitted (the “Operating Standards”)). Manager shall, in accordance with the System Standards, the Operating Standards and the terms of this Agreement: 1. Recruit, employ, supervise, direct and (when appropriate) discharge the employees at the Hotel. 2. Establish Guest Room rates and prices, rates and charges for services provided in the Hotel. 3. Establish administrative policies and procedures, including policies and procedures for employment, control of revenue and expenditures, maintenance of bank accounts for the purchasing of supplies and services, control of credit, and scheduling of maintenance and verify that the foregoing procedures are operating in a sound manner. 4. Manage expenditures to replenish Inventories and Fixed Asset Supplies, make payments on accounts payable and collect accounts receivable. 5. Arrange for and supervise public relations and advertising and prepare marketing plans. 6. Procure all Inventories and replacement Fixed Asset Supplies. 7. Prepare and deliver Monthly Statements, Annual Operating Statements, Annual Operating Projections, Capital Estimates, Capital Statements and such other information required by this Agreement or as Owner may reasonably request. 8. Plan, execute and supervise repairs, maintenance alterations and improvements at the Hotel. 9. Provide, or cause to be provided, risk management services relating to the types of insurance required to be obtained or provided by Manager under this Agreement and provide such information related to risk management as Owner may from time to time reasonably request. 10. Obtain and keep in full force and effect, either in its own name or in Owner’s and/or Landlord’s name, as may be required by applicable law, any and all licenses and permits to the extent within the control of Manager (or, if not within the control of Manager, Manager shall use commercially reasonable efforts to obtain and keep same in full force and effect). 11. Reasonably cooperate in a Sale of the Hotel or in obtaining a Mortgage. 12. On behalf of Owner, negotiate, enter into and administer administer, leases, subleases, licenses and concession agreements for all public space at the Hotel, including all retail, office and lobby space. 13. On behalf of Owner, negotiate, enter into and administer service contracts and licenses for the operation of the Hotel, including contracts and licenses for health and safety, systems maintenance, electricity, gas, telephone, cleaning, elevator and boiler maintenance, air conditioning maintenance, laundry and dry cleaning, master television service, internet service, use of copyrighted materials (such as music and videos), entertainment and other services as Manager deems advisable. 14. Negotiate, enter into and administer contracts for the use of banquet and meeting facilities and Guest Rooms by groups and individuals. 15. Take reasonable action to collect and institute in its own name or in the name of Owner or the Hotel, in each instance as Manager in its reasonable discretion deems appropriate, legal actions or proceedings to collect charges, rent or other income derived from the operation of the Hotel or to oust or dispossess guests, tenants, members or other persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement for the breach thereof or default thereunder by Owner, licensee or concessionaire. 16. Make representatives available to consult with and advise Owner, at Owner’s reasonable request, concerning policies and procedures affecting the conduct of the business of the Hotel. 17. Collect on behalf of Owner and account for and remit to governmental authorities all applicable excise, sales, occupancy and use taxes or similar governmental charges collected by or at the Hotel directly from guests, members or other patrons, or as part of the sales price of any goods, services or displays, such as gross receipts, admission or similar or equivalent taxes, duties, levies or charges. 18. Keep Owner advised of significant events which occur with respect to the Hotel which might reasonably be expected to have a material adverse effect on the financial performance or value of the Hotel. 19. Perform such other tasks with respect to the Hotel as are customary and consistent with the Operating Standards and the System Standards. B. Manager shall use commercially reasonable efforts to comply with all Legal Requirements and Insurance Requirements pertaining to its operation of the Hotel. C. Manager shall use commercially reasonable efforts to obtain and maintain all approvals necessary to use and operate the Hotel in accordance with the System Standards, Operating Standards and Legal Requirements. Owner shall cooperate with Manager and shall (or shall use reasonable efforts to cause Landlord to) execute all applications and consents reasonably required to be executed by Owner in order for Manager to obtain and maintain such approvals. D. Manager shall not use, and shall exercise commercially reasonable efforts to prevent the use of, the Hotel and Owner’s Personal Property, if any, for any unlawful purpose. Manager shall not commit, and shall use commercially reasonable efforts to prevent the commission of, any waste at the Hotel. Manager shall not use, and shall use commercially reasonable efforts to prevent the use of, the Hotel in such a manner as will constitute an unlawful nuisance. Manager shall use commercially reasonable efforts to prevent the use of the Hotel in such a manner as might reasonably be expected to impair Owner’s or Landlord’s title thereto or any portion thereof or might reasonably be expected to give rise for a claim or claims for adverse use or adverse possession by the public, or of implied dedication of the Hotel or any portion thereof.

Management of the Hotel. A. The management and operation of the Hotel shall be under the exclusive supervision and control of Manager except as otherwise specifically provided in this Agreement. Manager shall manage and operate the Hotel in an efficient and economical manner consistent with under standards comparable to those prevailing in other hotels in the System, in accordance with System Standards, including all activities in connection therewith which are customary and usual to such an operation (provided, however, that if the market area or the physical peculiarities of the Hotel warrant, in the reasonable judgment of Manager, a deviation from such standards shall be permitted (the “Operating Standards”))operation. Manager shall, in connection with the Hotel and in accordance with standards comparable to those prevailing at other hotels in the System Standards, the Operating Standards and the other terms of this Agreement:, perform each of the following functions (provided that in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employ, supervise, direct and (when appropriate) discharge the employees at the Hotel. 2. Establish Guest Room rates and prices, rates and charges for services provided in the Hotel, including Guest Room rates. 3. Establish and revise, as necessary, administrative policies and procedures, including policies and procedures for employment, the control of revenue and expenditures, maintenance of bank accounts for the purchasing of supplies and services, for the control of credit, and for the scheduling of maintenance maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Manage expenditures to replenish Inventories and Fixed Asset Supplies, make Make payments on accounts payable and collect collections of accounts receivable. 5. Arrange for and supervise public relations and advertising advertising, and prepare marketing plans. 6. Procure all Inventories and replacement Fixed Asset Supplies. 7. Prepare and deliver Monthly Statementsinterim accountings, annual accountings, Annual Operating Statements, Annual Operating Projections, Capital Building Estimates, Capital Statements Repairs and Equipment Estimates, and such other information as is required by this Agreement or as Owner may reasonably requestAgreement. 8. Plan, execute and supervise repairs, repairs and maintenance alterations and improvements at the Hotel. 9. Provide, or cause to be provided, risk management services relating to the types of insurance required to be obtained or provided by Manager under this Agreement and provide such information related to risk management as Owner may from time to time reasonably requestAgreement. 10. Obtain and keep in full force and effect, either in its own name or in Owner’s and/or Landlord’s name, as may be required by applicable law, any and all licenses and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use commercially all due diligence and reasonable efforts to obtain and keep same in full force and effect). To the extent permitted by law, Manager shall apply for, and/or maintain, any alcoholic beverage licenses or alcoholic beverage permits for the Hotel in the name of Manager rather than Owner. 11. Reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel (provided that nothing herein shall affect the provisions of Section 10.02), or in obtaining a to obtain any Mortgage. 12C. The operation of the Hotel shall be under the exclusive supervision and control of Manager which, except as otherwise specifically provided in this Agreement, shall be responsible for the proper and efficient operation of the Hotel. On behalf In fulfilling its obligations under this Agreement, Manager will act as a reasonable prudent operator of Ownerthe Hotel, negotiatehaving regard for the status of the Hotel and maintaining the System Standards, enter into and administer shall have discretion and control, free from interference, interruption or disturbance, in all matters relating to management and operation of the Hotel, including, without limitation, the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concession agreements concessions for all public space at shops and businesses within the Hotel, including all retailprovided that the term of any such lease, office sublease, license or concession shall not exceed the Term; receipt, holding and lobby space. 13. On behalf disbursement of Ownerfunds; maintenance of bank accounts; procurement of Inventories, negotiate, enter into supplies and administer service contracts services; promotion and licenses publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, including contracts and licenses generally, all activities necessary for health and safety, systems maintenance, electricity, gas, telephone, cleaning, elevator and boiler maintenance, air conditioning maintenance, laundry and dry cleaning, master television service, internet service, use of copyrighted materials (such as music and videos), entertainment and other services as Manager deems advisable. 14. Negotiate, enter into and administer contracts for the use of banquet and meeting facilities and Guest Rooms by groups and individuals. 15. Take reasonable action to collect and institute in its own name or in the name of Owner or the Hotel, in each instance as Manager in its reasonable discretion deems appropriate, legal actions or proceedings to collect charges, rent or other income derived from the operation of the Hotel or to oust or dispossess guests, tenants, members or other persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement for the breach thereof or default thereunder by Owner, licensee or concessionaire. 16. Make representatives available to consult with and advise Owner, at Owner’s reasonable request, concerning policies and procedures affecting the conduct of the business of the Hotel. 17. Collect on behalf of Owner and account for and remit to governmental authorities all applicable excise, sales, occupancy and D. Manager will use taxes or similar governmental charges collected by or at the Hotel directly from guests, members or other patrons, or as part of the sales price of any goods, services or displays, such as gross receipts, admission or similar or equivalent taxes, duties, levies or charges. 18. Keep Owner advised of significant events which occur with respect to the Hotel which might reasonably be expected to have a material adverse effect on the financial performance or value of the Hotel. 19. Perform such other tasks with respect to the Hotel as are customary and consistent with the Operating Standards and the System Standards. B. Manager shall use commercially its reasonable efforts to comply with and abide by all applicable Legal Requirements and Insurance Requirements pertaining to its operation of the Hotel. C. Manager shall Hotel (except for certain Legal Requirements which are Owner’s responsibility under Section 5.03 and Section 11.08 hereof). Owner will use commercially its reasonable efforts to obtain comply with and maintain abide by all approvals necessary applicable Legal Requirements pertaining to use and operate the Hotel or to Owner’s ownership interest in accordance with the System StandardsHotel (including, Operating Standards without limitation, Owner’s obligations under Section 5.03 and Section 11.08 hereof). Either Owner or Manager shall have the right, but not the obligation, in its reasonable discretion, to contest or oppose, by appropriate proceedings, any such Legal Requirements. Owner The reasonable expenses of any such contest of a Legal Requirement shall cooperate with Manager and shall (or cause Landlord to) execute all applications and consents reasonably required to be executed by Owner in order for Manager to obtain and maintain such approvalspaid from Gross Revenues as Deductions. D. Manager shall not use, and shall exercise commercially reasonable efforts to prevent the use of, the Hotel and Owner’s Personal Property, if any, for any unlawful purpose. Manager shall not commit, and shall use commercially reasonable efforts to prevent the commission of, any waste at the Hotel. Manager shall not use, and shall use commercially reasonable efforts to prevent the use of, the Hotel in such a manner as will constitute an unlawful nuisance. Manager shall use commercially reasonable efforts to prevent the use of the Hotel in such a manner as might reasonably be expected to impair Owner’s or Landlord’s title thereto or any portion thereof or might reasonably be expected to give rise for a claim or claims for adverse use or adverse possession by the public, or of implied dedication of the Hotel or any portion thereof.

Management of the Hotel. A. The management and operation of the Hotel shall be under the exclusive supervision and control of Manager except as otherwise specifically provided in this Agreement. Manager shall manage and operate the Hotel in an efficient and economical manner consistent with under standards comparable to those prevailing in other hotels in the System, in accordance with System Standards, including all activities in connection therewith which are customary and usual to such an operation (provided, however, that if the market area or the physical peculiarities of the Hotel warrant, in the reasonable judgment of Manager, a deviation from such standards shall be permitted (the “Operating Standards”))operation. Manager shall, in connection with the Hotel and in accordance with standards comparable to those prevailing at other hotels in the System Standards, the Operating Standards and the other terms of this Agreement:, perform each of the following functions (provided that in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employ, supervise, direct and (when appropriate) discharge the employees at the Hotel. 2. Establish Guest Room rates and prices, rates and charges for services provided in the Hotel, including Guest Room rates. 3. Establish and revise, as necessary, administrative policies and procedures, including policies and procedures for employment, the control of revenue and expenditures, maintenance of bank accounts for the purchasing of supplies and services, for the control of credit, and for the scheduling of maintenance maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Manage expenditures to replenish Inventories and Fixed Asset Supplies, make Make payments on accounts payable and collect collections of accounts receivable. 5. Arrange for and supervise public relations and advertising advertising, and prepare marketing plans. 6. Procure all Inventories and replacement Fixed Asset Supplies. 7. Prepare and deliver Monthly Statementsinterim accountings, annual accountings, Annual Operating Statements, Annual Operating Projections, Capital Building Estimates, Capital Statements Repairs and Equipment Estimates, and such other information as is required by this Agreement or as Owner may reasonably requestAgreement. 8. Plan, execute and supervise repairs, repairs and maintenance alterations and improvements at the Hotel. 9. Provide, or cause to be provided, risk management services relating to the types of insurance required to be obtained or provided by Manager under this Agreement and provide such information related to risk management as Owner may from time to time reasonably requestAgreement. 10. Obtain and keep in full force and effect, either in its own name or in Owner’s and/or Landlord’s name, as may be required by applicable law, any and all licenses and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use commercially all due diligence and reasonable efforts to obtain and keep same in full force and effect). To the extent permitted by law, Manager shall apply for, and maintain, any alcoholic beverage licenses or alcoholic beverage permits for the Hotel in the name of Manager rather than Owner. 11. Reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel (provided that nothing herein shall affect the provisions of Section 10.02), or in obtaining a to obtain any Mortgage. 12C. The operation of the Hotel shall be under the exclusive supervision and control of Manager which, except as otherwise specifically provided in this Agreement, shall be responsible for the proper and efficient operation of the Hotel. On behalf In fulfilling its obligations under this Agreement, Manager will act as a reasonable prudent operator of Ownerthe Hotel, negotiatehaving regard for the status of the Hotel and maintaining the System Standards, enter into and administer shall have discretion and control, free from interference, interruption or disturbance, in all matters relating to management and operation of the Hotel, including, without limitation, the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concession agreements concessions for all public space at shops and businesses within the Hotel, including all retailprovided that the term of any such lease, office sublease, license or concession shall not exceed the Term; receipt, holding and lobby space. 13. On behalf disbursement of Ownerfunds; maintenance of bank accounts; procurement of Inventories, negotiate, enter into supplies and administer service contracts services; promotion and licenses publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, including contracts and licenses generally, all activities necessary for health and safety, systems maintenance, electricity, gas, telephone, cleaning, elevator and boiler maintenance, air conditioning maintenance, laundry and dry cleaning, master television service, internet service, use of copyrighted materials (such as music and videos), entertainment and other services as Manager deems advisable. 14. Negotiate, enter into and administer contracts for the use of banquet and meeting facilities and Guest Rooms by groups and individuals. 15. Take reasonable action to collect and institute in its own name or in the name of Owner or the Hotel, in each instance as Manager in its reasonable discretion deems appropriate, legal actions or proceedings to collect charges, rent or other income derived from the operation of the Hotel or to oust or dispossess guests, tenants, members or other persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement for the breach thereof or default thereunder by Owner, licensee or concessionaire. 16. Make representatives available to consult with and advise Owner, at Owner’s reasonable request, concerning policies and procedures affecting the conduct of the business of the Hotel. 17. Collect on behalf of Owner and account for and remit to governmental authorities all applicable excise, sales, occupancy and D. Manager will use taxes or similar governmental charges collected by or at the Hotel directly from guests, members or other patrons, or as part of the sales price of any goods, services or displays, such as gross receipts, admission or similar or equivalent taxes, duties, levies or charges. 18. Keep Owner advised of significant events which occur with respect to the Hotel which might reasonably be expected to have a material adverse effect on the financial performance or value of the Hotel. 19. Perform such other tasks with respect to the Hotel as are customary and consistent with the Operating Standards and the System Standards. B. Manager shall use commercially its reasonable efforts to comply with and abide by all applicable Legal Requirements and Insurance Requirements pertaining to its operation of the Hotel. C. Manager shall Hotel (except for certain Legal Requirements which are Owner’s responsibility under Section 5.03 and Section 11.08 hereof). Owner will use commercially its reasonable efforts to obtain comply with and maintain abide by all approvals necessary applicable Legal Requirements pertaining to use and operate the Hotel or to Owner’s ownership interest in accordance with the System StandardsHotel (including, Operating Standards without limitation, Owner’s obligations under Section 5.03 and Section 11.08 hereof). Either Owner or Manager shall have the right, but not the obligation, in its reasonable discretion, to contest or oppose, by appropriate proceedings, any such Legal Requirements. Owner The reasonable expenses of any such contest of a Legal Requirement shall cooperate with Manager and shall (or cause Landlord to) execute all applications and consents reasonably required to be executed by Owner in order for Manager to obtain and maintain such approvalspaid from Gross Revenues as Deductions. D. Manager shall not use, and shall exercise commercially reasonable efforts to prevent the use of, the Hotel and Owner’s Personal Property, if any, for any unlawful purpose. Manager shall not commit, and shall use commercially reasonable efforts to prevent the commission of, any waste at the Hotel. Manager shall not use, and shall use commercially reasonable efforts to prevent the use of, the Hotel in such a manner as will constitute an unlawful nuisance. Manager shall use commercially reasonable efforts to prevent the use of the Hotel in such a manner as might reasonably be expected to impair Owner’s or Landlord’s title thereto or any portion thereof or might reasonably be expected to give rise for a claim or claims for adverse use or adverse possession by the public, or of implied dedication of the Hotel or any portion thereof.

Management of the Hotel. A. The management and operation of the Hotel shall be under the exclusive supervision and control of Manager except as otherwise specifically provided in this Agreement. Manager shall manage and operate the Hotel in an efficient and economical manner consistent with the prevailing standards prevailing in other hotels in the System, including all activities in connection therewith which are customary and usual to such an operation (provided, however, that if the market area or the physical peculiarities of the Hotel warrant, in the reasonable judgment of Manager, a deviation from such standards shall be permitted (the “Operating Standards”))operation. Manager shall, in connection with the Hotel and in accordance with the System Standards, the Operating Standards and the terms of this Agreement:, perform each of the following functions (provided that in all cases, except as otherwise set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employ, supervise, direct and (when appropriate) discharge all of the employees at the Hotel. 2. Establish Guest Room rates and prices, rates and charges for services provided in the Hotel, including rates for Guest Rooms. 3. Establish and revise, as necessary, administrative policies and procedures, including policies and procedures for employment, the control of revenue and expenditures, maintenance of bank accounts for the purchasing of supplies and services, for the control of credit, and for the scheduling of maintenance maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Manage expenditures to replenish Inventories and Fixed Asset Supplies, make payments on accounts payable and collect accounts receivable. 5. Arrange for and supervise public relations and advertising and prepare marketing plans. 6. Procure all Inventories and replacement Fixed Asset Supplies. 7. Prepare and deliver Monthly Statementsinterim accountings, Annual Operating Statementsannual accountings, Annual Operating Projections, Capital Estimates, Capital Statements Reserve Estimates and such other information as is required by this Agreement or as Owner may reasonably requestAgreement. 8. Plan, execute and supervise repairs, maintenance alterations and improvements at the Hotel. 9. Provide, or cause to be provided, risk management services relating to the types of insurance required to be obtained or provided by Manager under this Agreement and provide such information related to risk management to Tenant as Owner Tenant may from time to time reasonably request. 10. Obtain and keep in full force and effect, either in its own name or in Owner’s and/or LandlordTenant’s name, as may be required by applicable law, any and all licenses and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use commercially all due diligence and reasonable efforts to obtain and keep same in full force and effect). 11. Reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) in any attempt(s): (a) to effectuate a Sale of the Hotel under the terms of this Agreement (provided that nothing herein shall affect the provisions of Section 10.02); or (b) to effectuate a direct or indirect sale or other disposition of the Landlord’s interest in obtaining a the Hotel as permitted under the Owner Agreement; or (c) to obtain any Qualified Mortgage. 12. On Subject to the requirements of Section 10.01 hereof, negotiate and administer, on behalf of OwnerTenant, negotiate, enter into and administer leases, subleases, licenses and concession agreements for all public space at the Hotel, including all retailstores, office space and lobby space. 13. On behalf of OwnerTenant, negotiate, enter into and administer service contracts and licenses for the operation of the Hotel, including contracts and licenses for health and safety, safety systems maintenance, electricity, gas, telephone, cleaning, elevator and boiler maintenance, air conditioning maintenance, laundry and dry cleaning, master television service, internet service, use of copyrighted materials (such as music and videos), entertainment and other services as Manager deems advisable. 14. Negotiate, enter into and administer contracts for the use of banquet and meeting facilities and Guest Rooms by groups and individuals. 15. Take reasonable action to collect and institute in its own name or in the name of Owner Tenant or the Hotel, in each instance as Manager in its reasonable discretion deems appropriate, legal actions or proceedings to collect charges, rent or other income derived from the operation of the Hotel or to oust or dispossess guests, tenants, members or other persons in possession therefrom, or to cancel or terminate any lease, license or concession agreement for the breach thereof or default thereunder by Ownerthe tenant, licensee or concessionaire. 16. Make representatives available to consult with and advise Owner, Tenant or Tenant’s designee at OwnerTenant’s reasonable request, request concerning policies and procedures affecting the conduct of the business of the Hotel. 17. Collect on behalf of Owner Tenant and account for and remit to governmental authorities all applicable excise, sales, occupancy and use taxes or similar governmental charges collected by or at the Hotel directly from guests, members or other patrons, or as part of the sales price of any goods, services or displays, such as gross receipts, admission or similar or equivalent taxes, duties, levies or charges. 18. Keep Owner Tenant advised of significant events which occur with respect to the Hotel which might reasonably be expected to have a material adverse effect on the financial performance or value of the Hotel. 19. Perform such other tasks with respect to the Hotel as are customary and consistent with the Operating Standards and the System Standards. B. The operation of the Hotel shall be under the exclusive supervision and control of Manager which, except as otherwise specifically provided in this Agreement, shall be responsible for the proper and efficient operation of the Hotel. Subject to the terms of this Agreement, Manager shall have discretion and control, free from interference, interruption or disturbance, in all matters relating to management and operation of the Hotel, including, without limitation, the following: charges for Guest Rooms and commercial space; credit policies; food and beverage services; employment policies; granting of leases, subleases, licenses and concessions for shops and agencies within the Hotel consistent with the provisions of Section 10.01 hereof; receipt, holding and disbursement of funds; maintenance of bank accounts; procurement of Inventories (including initial inventories), supplies and services; promotion and publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, generally, all activities necessary for operation of the Hotel. C. Manager shall use commercially reasonable efforts to comply with and abide by all Legal Requirements and Insurance Requirements pertaining to its operation of the Hotel, provided that Manager shall have the right, but not the obligation, in its reasonable discretion, to contest or oppose, by appropriate proceedings, any such laws and regulations in accordance with Section 11.24 hereof. Except as expressly provided to the contrary in this Agreement, all costs and expenses of such compliance with respect to the Hotel shall be paid from Gross Revenues as Deductions in the computation of Operating Profit of the Hotel or from the Reserve of the Hotel, whichever is applicable, and the reasonable expenses of any such contest shall be paid from Gross Revenues as Deductions with respect to the Hotel. C. D. Manager shall use due diligence and exercise commercially reasonable efforts to obtain and maintain all approvals necessary to use and operate the Hotel in accordance with the System Standards, Operating Standards and Legal Requirements. Owner Tenant shall cooperate with Manager and in this regard and, in connection therewith, shall (or cause Landlord to) execute all applications and consents reasonably required to be executed by Owner Tenant in order for Manager to obtain and maintain such approvals. All costs incurred by Tenant in this regard shall be included in Deductions for the Hotel. D. E. Manager shall not use, and shall exercise commercially reasonable efforts to prevent the use of, the Hotel Hotel’s and OwnerManager’s Personal Propertypersonal property used in connection with the Hotel, if any, for any unlawful purpose. Manager shall not commit, and shall use commercially reasonable efforts to prevent the commission ofcommission, of any waste at the Hotel. Manager shall not use, and shall use commercially reasonable efforts to prevent the use of, the Hotel in such a manner as will constitute an unlawful nuisancenuisance thereon or therein. Manager shall use commercially reasonable efforts to prevent the use of the Hotel in such a manner as might reasonably be expected to impair OwnerTenant’s or Landlord’s title thereto or any portion thereof or might reasonably be expected to give rise for a claim or claims for adverse use or adverse possession by the public, as such, or of implied dedication of the Hotel or any portion thereof. F. Manager shall, to the extent within Manager’s control, use commercially reasonable efforts to cause Tenant to be in compliance with the Lease, and the costs of the same shall be paid as Deductions for the Hotel hereunder except as otherwise specifically provided for in this Agreement.