Common use of Repairs and Replacements Clause in Contracts

Repairs and Replacements. (a) As set forth in this Section 5.2, Manager shall, from funds derived from the operation of the Project or funds contributed by Owner, establish the Reserve to cover the cost of (i) additions to and substitutions, replacements and renewals of FF&E, (ii) certain non-routine repairs and maintenance to the Project which are normally capitalized under generally accepted accounting principles such as exterior and interior repainting, resurfacing building walls, floors, roof and parking areas, replacing folding walls and similar items and (iii) any property improvements, brand standard Capital Improvements and renovation specifically contemplated by this Agreement or any applicable franchise agreement. Subject to the requirements of any Mortgage or other applicable loan documents (with Owner to provide copies of any such Mortgage or other applicable loan documents to Manager), the Reserve shall be maintained in an interest-bearing account or, if directed by Owner, shall be invested in short-term obligations approved by Owner and Manager. All amounts in the Reserve shall be the property of Owner, and any interest on amounts in the Reserve shall remain a part of the Reserve. To the extent that Manager shall be required to pay any income taxes on any interest paid on amounts in the Reserve, the same shall be payable out of the Reserve. (b) Once each calendar month, Manager shall transfer from the Operating Accounts into the Reserve an amount equal to four percent (4%) of the Gross Revenues for each such month during the Term or such greater amount as may be required under the terms of any Mortgage or other applicable loan documents (with Owner to provide copies of any such Mortgage or other applicable loan documents to Manager). The amount to be contributed to the Reserve is an estimate of amounts required for the purposes set forth in Section 5.2(a). (c) To the extent funds are available in the Reserve or are otherwise supplied by Owner, Manager shall from time to time make such additions to and substitutions, replacements and renewals of FF&E and all such non-routine repairs to the Hotel (as described in Section 5.2(a)(ii) above) as Manager shall reasonably deem necessary or desirable and Manager shall be entitled to withdraw funds from the Reserve for such purpose, provided that the related expenditure or expenditures are provided for in the Annual Plan or are otherwise permitted by this Agreement or approved in writing by Owner. Proceeds from the sale of FF&E no longer necessary to the operation of the Project shall be deposited in the Reserve in addition to the amounts otherwise required to be deposited into the Reserve under Section 5.2(b). At the end of each Operating Year, any amounts remaining in the Reserve shall be carried forward to the next Operating Year, and the amount thereof shall not reduce contributions to be made to the Reserve in accordance with Section 5.2(b) for any succeeding month. Any amount remaining in the Reserve upon termination of this Agreement shall be transferred to Owner.

Repairs and Replacements. (a) As set forth in this Section 5.2, Manager shall, from funds derived from the operation of the Project or funds contributed by Owner, establish the Reserve to cover the cost of (i) Regular Capital Improvements, (ii) additions to and substitutions, replacements and renewals of FF&E, FF&E and (iiiii) certain non-routine repairs and maintenance to the Project which are normally capitalized under generally accepted accounting principles such as exterior and interior repainting, resurfacing building walls, floors, roof and parking areas, replacing folding walls and similar items and (iii) any property improvements, brand standard Capital Improvements and renovation specifically contemplated by this Agreement or any applicable franchise agreementitems. Subject to the requirements of any Mortgage or other applicable loan documents (with Owner to provide copies of any such Mortgage or other applicable loan documents to Manager), the The Reserve shall be maintained in an interest-bearing account or, if directed by Owner, shall be invested in short-term obligations approved by Owner and ManagerOwner. All amounts in the Reserve shall be the property of Owner, and any interest on amounts in the Reserve shall remain a part of the Reserve. To the extent that Manager shall be required to pay any income taxes on any interest paid on amounts in the Reserve, the same shall be payable out of the Reserve. (b) Once each calendar month, Manager shall transfer from the Operating Accounts into the Reserve an amount equal to four percent (4%) of the Gross Revenues for each such month during the Term or Term; provided, however, that, unless otherwise agreed by Owner, if the Project is encumbered by a first Mortgage held by a Mortgagee that is not an Affiliate of Owner, the balance of the Reserve shall at no time exceed the amount required by such greater amount as may be required under the terms of any Mortgage or other applicable loan documents (with Owner to provide copies of any such Mortgage or other applicable loan documents to Manager)Mortgagee. The amount to be contributed to the Reserve is an estimate of amounts required for the purposes set forth in Section 5.2(a). The parties recognize that the passage of time or unforeseen events or conditions may render such amount insufficient to keep the Reserve at the level required to maintain the Project in good repair and condition in keeping with the Operating Standards and this Agreement. (c) To the extent funds are available in the Reserve or are otherwise supplied by Owner, Manager shall from time to time make such Regular Capital Improvements and additions to and substitutions, replacements and renewals of FF&E and all such non-routine nonroutine repairs to the Hotel (as described in Section 5.2(a)(ii5.2 (a) (ii) above) in accordance with the Annual Plan or as Manager shall reasonably deem necessary or desirable otherwise approved by Owner and Manager shall be entitled to withdraw funds from the Reserve for such purpose, provided that the related expenditure or expenditures are provided for in the Annual Plan or are otherwise permitted by this Agreement or approved in writing by Owner. Proceeds from the sale of FF&E no longer necessary to the operation of the Project shall be deposited in the Reserve in addition to the amounts otherwise required to be deposited into the Reserve under Section 5.2(b). At the end of each Operating Year, any amounts remaining in the Reserve shall be carried forward to the next Operating Year, and the amount thereof shall not reduce contributions to be made to the Reserve in accordance with Section 5.2(b) for any succeeding month. Any amount remaining in the Reserve upon termination of this Agreement shall be transferred to Owner.Section- 5.2

Repairs and Replacements. (a) As set forth in this Section 5.2Subject to the requirements of any Mortgage or the Bond Documents, Manager shall, from funds derived from the operation of the Project or funds contributed by Owner, establish the Reserve to cover the cost of (i) additions to and substitutions, replacements and renewals of FF&E, FF&E MANAGEMENT AGREEMENT and (ii) certain non-routine repairs and maintenance to the Project which are normally capitalized under generally accepted accounting principles such as exterior and interior repainting, resurfacing building walls, floors, roof and parking areas, replacing folding walls and similar items and (iii) any property improvements, brand standard Capital Improvements and renovation specifically contemplated by this Agreement or any applicable franchise agreementitems. Subject to the requirements of any Mortgage or other applicable loan documents (with Owner to provide copies of any such Mortgage or other applicable loan documents to Manager)the Bond Documents, the Reserve shall be maintained in an interest-bearing account or, if directed by Owner, shall be invested in short-term obligations approved by Owner and Manager. All Subject to the requirements of any Mortgage or the Bond Documents, all amounts in the Reserve shall be the property of Owner, and any interest on amounts in the Reserve shall remain a part of the Reserve. To the extent that Manager shall be required to pay any income taxes on any interest paid on amounts in the Reserve, the same shall be payable out of the Reserve. (b) Once Subject to the requirements of any Mortgage or the Bond Documents, once each calendar month, month Manager shall transfer from the Operating Accounts into the Reserve an amount equal to four percent (4%) of the Gross Revenues for each such month during the Term or such greater amount as may be required under the terms of any Mortgage or other applicable loan documents (with Owner to provide copies of any such Mortgage or other applicable loan documents to Manager)Term. The amount to be contributed to the Reserve is an estimate of amounts required for the purposes set forth in Section 5.2(a). The parties recognize that the passage of time or unforeseen events or conditions may render such amount insufficient to keep the Reserve at the level required to maintain the Project in good repair and condition in keeping with the Operating Standards and this Agreement. (c) To the extent funds are available in the Reserve or are otherwise supplied by Owner, Manager shall from time to time make such additions to and substitutions, replacements and renewals of FF&E and all such non-routine repairs to the Hotel (as described in Section 5.2(a)(ii) above) as Manager shall reasonably deem necessary or desirable and Manager shall be entitled to withdraw funds from the Reserve for such purpose, provided that the related expenditure or expenditures are provided for in the Annual Plan or are otherwise permitted by this Agreement or approved in writing by Owner. Proceeds from the sale of FF&E no longer necessary to the operation of the Project shall be deposited in the Reserve in addition to the amounts otherwise required to be deposited into the Reserve under Section 5.2(b). At Subject to the requirements of any Mortgage or the Bond Documents, at the end of each Operating Year, any amounts remaining in the Reserve shall be carried forward to the next Operating Year, and the amount thereof shall not reduce contributions to be made to the Reserve in accordance with Section 5.2(b) for any succeeding month. Any amount remaining in the Reserve upon termination of this Agreement shall be transferred to Owner.

Repairs and Replacements. (a) As set forth in this Section 5.2, Manager shall, from funds derived from the operation of the Project or funds contributed by Owner, Owner shall establish the Reserve to cover the cost of (i) additions to and substitutions, replacements and renewals of FF&E, FF&E and (ii) certain non-non- routine repairs and maintenance to the Project Hotel which are normally capitalized under generally accepted accounting principles such as exterior and interior repainting, resurfacing building walls, floors, roof and parking areas, replacing folding walls and similar items and (iii) any property improvements, brand standard Capital Improvements and renovation specifically contemplated by this Agreement or any applicable franchise agreement. Subject to the requirements of any Mortgage or other applicable loan documents (with Owner to provide copies of any such Mortgage or other applicable loan documents to Manager), the Reserve shall be maintained in an interest-bearing account or, if directed by Owner, shall be invested in short-term obligations approved by Owner and Manageritems. All amounts in the Reserve shall be the property of Owner, and any interest on amounts in the Reserve shall remain a part of the Reserve. To the extent that Manager shall be required to pay any income taxes on any interest paid on amounts in the Reserve, the same shall be payable out of the Reserve. (b) Once each calendar monthmonth following the Opening Date, Manager Owner shall transfer from the Operating Depository Accounts into the Reserve an amount equal to the greater of, (i) (x) two percent (2%) of the Gross Revenues for each month during the first year of the Term; (y) three percent (3%) of the Gross Revenues for each month during the second year of the Term; and (x) four percent (4%) of the Gross Revenues for each such month during the Term or third and following years of the Term; and (ii) such greater amount as may be is required under the terms and conditions of any Mortgage or other applicable loan documents (with Owner to provide copies of any such Mortgage or other applicable loan documents to Manager)debt instrument secured by the Hotel. The amount to be contributed to the Reserve is an estimate of amounts required for the purposes set forth in Section 5.2(a). The parties recognize that the passage of time or unforeseen events or conditions may render such amount insufficient to keep the Reserve at the level required to maintain the Hotel in good repair and condition in keeping with the Operating Standards and this Agreement. (ca) To the extent funds are available in the Reserve or are otherwise supplied by Owner, Manager shall from time to time make such additions to and substitutions, replacements and renewals of FF&E and all such non-routine repairs to the Hotel (as described in Section 5.2(a)(ii5.2(a) above) as Manager shall reasonably deem necessary or desirable desirable, and Manager as provided in the Annual Plan, and Owner shall be entitled to withdraw funds from the Reserve for such purpose, provided that the related expenditure or expenditures are provided for in the Annual Plan or are otherwise permitted by this Agreement or approved in writing by Owner. Proceeds from the sale of FF&E no longer necessary purpose and transfer them to the operation of the Project shall be deposited in the Reserve in addition Depository Account, subject to the amounts otherwise required to be deposited into requirements of any debt instrument secured by the Reserve under Section 5.2(b)Hotel. At the end of each Operating Year, any amounts remaining in the Reserve shall be carried forward to the next Operating Year, and the amount thereof shall not reduce contributions to be made to the Reserve in accordance with Section 5.2(b) for any succeeding month. Any amount remaining in the Reserve upon termination of this Agreement shall be transferred to Owner, subject to the requirements of any debt instrument secured by the Hotel.

Repairs and Replacements. (a) As set forth in this Section 5.2Subject to the requirements of any Mortgage, Manager shall, from funds derived from the operation of the Project or funds contributed by Owner, establish the Reserve to cover the cost of Capital Improvements, including, but not limited to, (i) additions to and substitutions, replacements and renewals of FF&E, FF&E and (ii) certain non-routine repairs and maintenance to the Project which are normally capitalized under generally accepted accounting principles such as exterior and interior repainting, resurfacing building walls, floors, roof and parking areas, replacing folding walls and similar items and (iii) any property improvements, brand standard Capital Improvements and renovation specifically contemplated by this Agreement or any applicable franchise agreementitems. Subject to the requirements of any Mortgage or other applicable loan documents (with Owner to provide copies of any such Mortgage or other applicable loan documents to Manager)Mortgage, the Reserve shall be maintained in an interest-bearing account or, if directed by Owner, shall be invested in short-term obligations approved by Owner and Manager. All Subject to the requirements of any Mortgage, all amounts in the Reserve shall be the property of Owner, and any interest on amounts in the Reserve shall remain a part of the Reserve. To the extent that Manager shall be required to pay any income taxes on any interest paid on amounts in the Reserve, the same shall be payable out of the Reserve. (b) Once Subject to the requirements of any Mortgage, once each calendar month, month Manager shall transfer from the Operating Accounts into the Reserve an amount equal to four percent (4%) of the Gross Revenues for each such month during the Term or such greater amount as may be required under the terms of any Mortgage or other applicable loan documents (with Owner to provide copies of any such Mortgage or other applicable loan documents to Manager)Term. The amount to be contributed to the Reserve is an estimate of amounts required for the purposes set forth in Section 5.2(a). The parties Management Agreement recognize that the passage of time or unforeseen events or conditions may render such amount insufficient to keep the Reserve at the level required to maintain the Project in good repair and condition in keeping with the Operating Standards and this Agreement. (c) To the extent funds are available in the Reserve or are otherwise supplied by Owner, Manager shall from time to time make such additions to and substitutions, replacements and renewals of FF&E and all such non-routine repairs to the Hotel (as described in Section 5.2(a)(ii) above) as Manager shall reasonably deem necessary or desirable and Manager shall be entitled to withdraw funds from the Reserve for such purpose, provided that the related expenditure or expenditures are provided for in the Annual Plan or are otherwise permitted by this Agreement or approved in writing by Owner. Proceeds from the sale of FF&E no longer necessary to the operation of the Project shall be deposited in the Reserve in addition to the amounts otherwise required to be deposited into the Reserve under Section 5.2(b). At the end of each Operating Year, any amounts remaining in the Reserve shall be carried forward to the next Operating Year, and the amount thereof shall not reduce contributions to be made to the Reserve in accordance with Section 5.2(b) for any succeeding month. Any amount remaining in the Reserve upon termination of this Agreement shall be transferred to Owner.

Repairs and Replacements. (a) As set forth in this Section 5.2, Manager shall, from funds derived from the operation of the Project or funds contributed by Owner, establish the Reserve to cover the cost of (i) Regular Capital Improvements, (ii) additions to and substitutions, replacements and renewals of FF&E, FF&E and (iiiii) certain non-routine repairs and maintenance to the Project which are normally capitalized under generally accepted accounting principles such as exterior and interior repainting, resurfacing building walls, floors, roof and parking areas, replacing folding walls and similar items and (iii) any property improvements, brand standard Capital Improvements and renovation specifically contemplated by this Agreement or any applicable franchise agreementitems. Subject to the requirements of any Mortgage or other applicable loan documents (with Owner to provide copies of any such Mortgage or other applicable loan documents to Manager), the The Reserve shall be maintained in an interest-bearing account or, if directed by Owner, shall be invested in short-term obligations approved by Owner and ManagerOwner. All amounts in the Reserve shall be the property of Owner, and any interest on amounts in the Reserve shall remain a part of the Reserve. To the extent that Manager shall be required to pay any income taxes on any interest paid on amounts in the Reserve, the same shall be payable out of the Reserve. (b) Once each calendar month, Manager shall transfer from the Operating Accounts into the Reserve an amount equal to four percent (4%) of the Gross Revenues for each such month during the Term or Term; provided, however, that, unless otherwise agreed by Owner, if the Project is encumbered by a first Mortgage held by a Mortgagee that is not an Affiliate of Owner, the balance of the Reserve shall at no time exceed the amount required by such greater amount as may be required under the terms of any Mortgage or other applicable loan documents (with Owner to provide copies of any such Mortgage or other applicable loan documents to Manager)Mortgagee. The amount to be contributed to the Reserve is an estimate of amounts required for the purposes set forth in Section 5.2(a).. The parties recognize that the -------------- passage of time or unforeseen events or conditions may render such amount insufficient to keep the Reserve at the level required to maintain the Project in good repair and condition in keeping with the Operating Standards and this Agreement. Management Agreement (c) To the extent funds are available in the Reserve or are otherwise supplied by Owner, Manager shall from time to time make such Regular Capital Improvements and additions to and substitutions, replacements and renewals of FF&E and all such non-routine repairs to the Hotel (as described in Section ------- 5.2(a)(ii) above) in accordance with the Annual Plan or as Manager shall reasonably deem necessary or desirable otherwise approved by ---------- Owner and Manager shall be entitled to withdraw funds from the Reserve for such purpose, provided that the related expenditure or expenditures are provided for in the Annual Plan or are otherwise permitted by this Agreement or approved in writing by Owner. Proceeds from the sale of FF&E no longer necessary to the operation of the Project shall be deposited in the Reserve in addition to the amounts otherwise required to be deposited into the Reserve under Section 5.2(b). At -------------- the end of each Operating Year, any amounts remaining in the Reserve shall be carried forward to the next Operating Year, and the amount thereof shall not reduce contributions to be made to the Reserve in accordance with Section 5.2(b) for any succeeding month. Any amount remaining in the Reserve upon termination of this Agreement shall be transferred to Owner.