Common use of Management of the Hotels Clause in Contracts

Management of the Hotels. A. Manager shall manage and operate the Hotels in an efficient and economical manner consistent with the prevailing standards in other hotels in the System, including all activities in connection therewith which are customary and usual to such an operation. Manager shall, in connection with the Hotels and in accordance with the System 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 Hotels. 2. Establish prices, rates and charges for services provided in the Hotels, including rates for Guest Rooms. 3. Establish and revise, as necessary, administrative policies and procedures, including policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit, and for the 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 interim accountings, annual accountings, Annual Operating Projections, Reserve Estimates and such other information as is required by this Agreement. 8. Plan, execute and supervise repairs, maintenance alterations and improvements at the Hotels. 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 Tenant may from time to time reasonably request. 10. Obtain and keep in full force and effect, either in its own name or in Tenant’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 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 a 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 a Hotel as permitted under the Owner Agreement; or (c) to obtain any Qualified Mortgage. 12. Subject to the requirements of Section 10.01 hereof, negotiate and administer, on behalf of Tenant, leases, subleases, licenses and concession agreements for all public space at the Hotels, including all stores, office space and lobby space. 13. On behalf of Tenant, negotiate, enter into and administer service contracts and licenses for the operation of the Hotels, 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, 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 Tenant or a 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 Hotels 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 the tenant, licensee or concessionaire. 16. Make representatives available to consult with and advise Tenant or Tenant’s designee at Tenant’s reasonable request concerning policies and procedures affecting the conduct of the business of the Hotels. 17. Collect on behalf of 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 Hotels 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 Tenant advised of significant events which occur with respect to the Hotels which might reasonably be expected to have a material adverse effect on the financial performance or value of the Hotels. 19. Perform such other tasks with respect to the Hotels as are customary and consistent with the System Standards. B. The operation of the Hotels 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 Hotels. 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 Hotels, 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 Hotels 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 Hotels; and, generally, all activities necessary for operation of the Hotels. C. Manager shall use reasonable efforts to comply with and abide by all Legal Requirements and Insurance Requirements pertaining to its operation of the Hotels, 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 each Hotel shall be paid from Gross Revenues as Deductions in the computation of Operating Profit of such Hotel or from the Reserve of such Hotel, whichever is applicable, and the reasonable expenses of any such contest shall be paid from Gross Revenues as Deductions with respect to such Hotel. D. Manager shall use due diligence and exercise commercially reasonable efforts to obtain and maintain all approvals necessary to use and operate the Hotels in accordance with the System Standards and Legal Requirements. Tenant shall cooperate with Manager in this regard and, in connection therewith, shall execute all applications and consents required to be executed by 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 applicable Hotel. E. Manager shall not use, and shall exercise commercially reasonable efforts to prevent the use of, the Hotels’ and Manager’s personal property used in connection with the Hotels, 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 Hotels. Manager shall not use, and shall use commercially reasonable efforts to prevent the use of, the Hotels in such a manner as will constitute an unlawful nuisance thereon or therein. Manager shall use commercially reasonable efforts to prevent the use of the Hotels in such a manner as might reasonably be expected to impair Tenant’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 Hotels 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 applicable Hotel hereunder except as otherwise specifically provided for in this Agreement.

Management of the Hotels. A. The management and operation of each 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 Hotels each Hotel in an efficient and economical manner consistent with the standards prevailing standards in other hotels in the System, including all activities in connection therewith which are customary and usual to such an operation. operation (the “Operating Standards”); provided, however, that if the market area or the physical peculiarities of any Hotel warrant, in the reasonable judgment of Manager, a deviation from such Operating Standards, the applicable Owner shall not unreasonably withhold its approval of such deviation. B. Manager shall, in connection with the Hotels and respect to each Hotel, in accordance with the applicable 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 Hotelssuch Hotel. 2. Establish prices, Guest Room rates and charges for services provided in the Hotels, including rates for Guest Roomssuch Hotel. 3. Establish and revise, as necessary, administrative policies and proceduresprocedures for such Hotel, including policies and procedures for the employment, 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 SuppliesSupplies at such Hotel, make payments on accounts payable and collect accounts receivablereceivable for such Hotel. 5. Arrange for and supervise public relations and advertising and prepare marketing plansplans or such Hotel. 6. Procure all Inventories and replacement Fixed Asset SuppliesSupplies for such Hotel. 7. Prepare and deliver interim accountingsMonthly Statements, annual accountingsAnnual Operating Statements, Annual Operating Projections, Reserve Estimates Capital Estimates, Capital Statements and such other information as is required by this AgreementAgreement or as the applicable Owner may reasonably request for such Hotel. 8. Plan, execute and supervise routine repairs, maintenance maintenance, alterations and improvements at the Hotelsimprovements, including Routine Capital Replacements for such Hotel, as more specifically set forth in Sections 5.02 and 5.03. 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 Tenant any Owner may from time to time reasonably request. 10. Obtain and keep in full force and effect, either in its own name or in Tenantthe applicable Owner’s and/or Landlord’s name, as may be required by applicable law, any and all licenses and permits for such Hotel to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use all due diligence and commercially 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 a such 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 a Hotel as permitted under the Owner Agreement; or (c) to obtain any Qualified Mortgageobtaining financing for such Hotel. 12. Subject to the requirements of Section 10.01 hereof, negotiate and administer, on On behalf of Tenantthe applicable Owner, negotiate, enter into and administer leases, subleases, licenses and concession agreements for all public space at the Hotels, such Hotel (including all storesretail, office and lobby space and lobby spaceantenna 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 Tenantthe applicable Owner, negotiate, enter into and administer service contracts and licenses for the operation of the Hotelssuch 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 individualsindividuals at such Hotel. 15. Take reasonable action to collect and institute in its own name or in the name of Tenant the applicable Owner or a such 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 Hotels such 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 the any tenant, licensee or concessionaire. 16. Make representatives available to consult with and advise Tenant or Tenant’s designee the applicable Owner, at Tenantsuch Owner’s reasonable request request, concerning policies and procedures affecting the conduct of the business of the Hotelssuch Hotel. 17. Collect on behalf of Tenant the applicable 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 Hotels such 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 Tenant the applicable Owner advised of significant events which occur with respect to the Hotels such Hotel which might reasonably be expected to have a material adverse effect on the financial performance performance, reputation or value of the Hotelssuch Hotel. 19. Perform such other tasks with respect to the Hotels such Hotel as are customary and consistent with the Operating Standards and the System Standards. B. The operation of the Hotels 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 Hotels. 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 Hotels, 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 Hotels 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 Hotels; and, generally, all activities necessary for operation of the Hotels. 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 Hotels, 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 each Hotel shall be paid from Gross Revenues as Deductions in the computation of Operating Profit of such Hotel or from the Reserve of such Hotel, whichever is applicable, and the reasonable expenses of any such contest shall be paid from Gross Revenues as Deductions with respect to such Hotel. D. Manager shall use due diligence and exercise commercially reasonable efforts to obtain and maintain all approvals necessary to use and operate the Hotels each Hotel in accordance with the System Standards, Operating Standards and Legal RequirementsRequirements applicable to such Hotel. Tenant Each Owner shall cooperate with Manager in this regard and, in connection therewith, and shall (or cause the applicable Landlord to) execute all applications and consents reasonably required to be executed by Tenant such Owner 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 applicable Hotel. E. Manager shall not use, and shall exercise commercially reasonable efforts to prevent the use of, the Hotels’ and Managerany Hotel and/or Owner’s personal property used in connection with the HotelsPersonal Property, if any, for any unlawful purpose. Manager shall not commit, and shall use commercially reasonable efforts to prevent the commissioncommission of, of any waste at the Hotelsany Hotel. Manager shall not use, and shall use commercially reasonable efforts to prevent the use of, the Hotels any Hotel in such a manner as will constitute an unlawful nuisance thereon or thereinnuisance. Manager shall use commercially reasonable efforts to prevent the use of the Hotels any Hotel in such a manner as might reasonably be expected to impair Tenantthe applicable 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, as such, or of implied dedication of the Hotels such 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 applicable Hotel hereunder except as otherwise specifically provided for in this Agreement.

Management of the Hotels. A. The management and operation of each 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 Hotels each Hotel in an efficient and economical manner consistent with the standards prevailing standards in other hotels in the System, including all activities in connection therewith which are customary and usual to such an operation. operation (the “Operating Standards”); provided, however, that if the market area or the physical peculiarities of any Hotel warrant, in the reasonable judgment of Manager, a deviation from such Operating Standards, the applicable Owner shall not unreasonably withhold its approval of such deviation. B. Manager shall, in connection with the Hotels and respect to each Hotel, in accordance with the applicable 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 Hotelssuch Hotel. 2. Establish prices, Guest Room rates and charges for services provided in the Hotels, including rates for Guest Roomssuch Hotel. 3. Establish and revise, as necessary, administrative policies and proceduresprocedures for such Hotel, including policies and procedures for the employment, 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 SuppliesSupplies at such Hotel, make payments on accounts payable and collect accounts receivablereceivable for such Hotel. 5. Arrange for and supervise public relations and advertising and prepare marketing plansplans or such Hotel. 6. Procure all Inventories and replacement Fixed Asset SuppliesSupplies for such Hotel. 7. Prepare and deliver interim accountingsMonthly Statements, annual accountingsAnnual Operating Statements, Annual Operating Projections, Reserve Estimates Capital Estimates, Capital Statements and such other information as is required by this AgreementAgreement or as the applicable Owner may reasonably request for such Hotel. 8. Plan, execute and supervise routine repairs, maintenance maintenance, alterations and improvements at the Hotelssuch 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 Tenant any Owner may from time to time reasonably request. 10. Obtain and keep in full force and effect, either in its own name or in Tenantthe applicable Owner’s and/or Landlord’s name, as may be required by applicable law, any and all licenses and permits for such Hotel to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use all due diligence and commercially 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 a such 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 a Hotel as permitted under the Owner Agreement; or (c) to obtain any Qualified Mortgageobtaining financing for such Hotel. 12. Subject to the requirements of Section 10.01 hereof, negotiate and administer, on On behalf of Tenantthe applicable Owner, negotiate, enter into and administer leases, subleases, licenses and concession agreements for all public space at the Hotels, such Hotel (including all storesretail, office and lobby space and lobby spaceantenna 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 Tenantthe applicable Owner, negotiate, enter into and administer service contracts and licenses for the operation of the Hotelssuch 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 individualsindividuals at such Hotel. 15. Take reasonable action to collect and institute in its own name or in the name of Tenant the applicable Owner or a such 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 Hotels such 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 the any tenant, licensee or concessionaire. 16. Make representatives available to consult with and advise Tenant or Tenant’s designee the applicable Owner, at Tenantsuch Owner’s reasonable request request, concerning policies and procedures affecting the conduct of the business of the Hotelssuch Hotel. 17. Collect on behalf of Tenant the applicable 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 Hotels such 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 Tenant the applicable Owner advised of significant events which occur with respect to the Hotels such Hotel which might reasonably be expected to have a material adverse effect on the financial performance performance, reputation or value of the Hotelssuch Hotel. 19. Perform such other tasks with respect to the Hotels such Hotel as are customary and consistent with the Operating Standards and the System Standards. B. The operation of the Hotels 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 Hotels. 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 Hotels, 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 Hotels 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 Hotels; and, generally, all activities necessary for operation of the Hotels. 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 Hotels, 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 each Hotel shall be paid from Gross Revenues as Deductions in the computation of Operating Profit of such Hotel or from the Reserve of such Hotel, whichever is applicable, and the reasonable expenses of any such contest shall be paid from Gross Revenues as Deductions with respect to such Hotel. D. Manager shall use due diligence and exercise commercially reasonable efforts to obtain and maintain all approvals necessary to use and operate the Hotels each Hotel in accordance with the System Standards, Operating Standards and Legal RequirementsRequirements applicable to such Hotel. Tenant Each Owner shall cooperate with Manager in this regard and, in connection therewith, and shall (or cause the applicable Landlord to) execute all applications and consents reasonably required to be executed by Tenant such Owner 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 applicable Hotel. E. Manager shall not use, and shall exercise commercially reasonable efforts to prevent the use of, the Hotels’ and Managerany Hotel and/or Owner’s personal property used in connection with the HotelsPersonal Property, if any, for any unlawful purpose. Manager shall not commit, and shall use commercially reasonable efforts to prevent the commissioncommission of, of any waste at the Hotelsany Hotel. Manager shall not use, and shall use commercially reasonable efforts to prevent the use of, the Hotels any Hotel in such a manner as will constitute an unlawful nuisance thereon or thereinnuisance. Manager shall use commercially reasonable efforts to prevent the use of the Hotels any Hotel in such a manner as might reasonably be expected to impair Tenantthe applicable 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, as such, or of implied dedication of the Hotels such 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 applicable Hotel hereunder except as otherwise specifically provided for in this Agreement.

Management of the Hotels. A. Manager shall manage and operate the Hotels in an efficient and economical manner consistent with the prevailing standards in other hotels in the System, including all activities in connection therewith which are customary and usual to such an operation. Manager shall, in connection with the Hotels and in accordance with the System 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 Hotels. 2. Establish prices, rates and charges for services provided in the Hotels, including rates for Guest Rooms. 3. Establish and revise, as necessary, administrative policies and procedures, including policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit, and for the 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 interim accountings, annual accountings, Annual Operating Projections, Reserve Estimates and such other information as is required by this Agreement. 8. Plan, execute and supervise repairs, maintenance alterations and improvements at the Hotels. 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 Tenant may from time to time reasonably request. 10. Obtain and keep in full force and effect, either in its own name or in Tenant’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 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 a 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 a Hotel as permitted under the Owner Agreement; or (c) to obtain any Qualified Mortgage. 12. Subject to the requirements of Section 10.01 hereof, negotiate and administer, on behalf of Tenant, leases, subleases, licenses and concession agreements for all public space at the Hotels, including all stores, office space and lobby space. 13. On behalf of Tenant, negotiate, enter into and administer service contracts and licenses for the operation of the Hotels, 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, 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 Tenant or a 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 Hotels 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 the tenant, licensee or concessionaire. 16. Make representatives available to consult with and advise Tenant or Tenant’s designee at Tenant’s reasonable request concerning policies and procedures affecting the conduct of the business of the Hotels. 17. Collect on behalf of 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 Hotels 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 Tenant advised of significant events which occur with respect to the Hotels which might reasonably be expected to have a material adverse effect on the financial performance or value of the Hotels. 19. Perform such other tasks with respect to the Hotels as are customary and consistent with the System Standards. B. The operation of the Hotels 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 Hotels. 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 Hotels, 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 Hotels 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 Hotels; and, generally, all activities necessary for operation of the Hotels. C. Manager shall use reasonable efforts to comply with and abide by all Legal Requirements and Insurance Requirements pertaining to its operation of the Hotels, 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 each Hotel shall be paid from Gross Revenues as Deductions in the computation of Operating Profit of such Hotel or from the Reserve of such Hotel, whichever is applicable, and the reasonable expenses of any such contest shall be paid from Gross Revenues as Deductions with respect to such Hotel. D. Manager shall use due diligence and exercise commercially reasonable efforts to obtain and maintain all approvals necessary to use and operate the Hotels in accordance with the System Standards and Legal Requirements. Tenant shall cooperate with Manager in this regard and, in connection therewith, shall execute all applications and consents required to be executed by 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 applicable Hotel. E. Manager shall not use, and shall exercise commercially reasonable efforts to prevent the use of, the Hotels’ and Manager’s personal property used in connection with the Hotels, 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 Hotels. Manager shall not use, and shall use commercially reasonable efforts to prevent the use of, the Hotels in such a manner as will constitute an unlawful nuisance thereon or therein. Manager shall use commercially reasonable efforts to prevent the use of the Hotels in such a manner as might reasonably be expected to impair Tenant’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 Hotels 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 applicable Lease, and the costs of the same shall be paid as Deductions for the applicable Hotel hereunder except as otherwise specifically provided for in this Agreement.