Common use of Services Provided by Manager Clause in Contracts

Services Provided by Manager. Commencing on the Effective Date with respect to each Hotel and thereafter during the Term, Manager shall cause to be furnished the following services: A. System divisional executive management, divisional financial planning, divisional contracting, divisional product planning and development, divisional human resources planning and development, divisional marketing planning, and services of Manager’s technical and operational experts making periodic inspection and consultation visits to the Hotels (but specifically excluding “line management” personnel such as area managers and services of Manager’s architecture and construction personnel who provide design, procurement, construction or related services) (collectively, “System Services”) [each agreement to conform to relevant system services]; B. Marriott corporate planning and policy services, Marriott financial planning and corporate financial services, Marriott corporate executive management, in-house legal services, and protection of the “Marriott” trade name, logos, trademarks and service marks (“Central Office Services”) [each agreement to conform to relevant central office services]; and C. Certain services which are furnished generally on a central or regional basis to other hotels in the System which are managed by Manager, Marriott, or any Affiliate, and which benefit each Hotel as a participant in the System as follows: (i) national sales office services; central operational support for rooms, food and beverage and engineering; central training services; career development; management personnel relocation; central safety and loss prevention services; central advertising and promotion (including direct and image media and advertising administration); consumer affairs to the extent not charged or allocated directly to a Hotel as a Deduction; the national and regional reservations system service and inventory and revenue management services; centralized payroll and accounting services; computer system development, support and operating costs; central monitoring and management support from “line management” personnel such as area managers; and (ii) such additional central or regional services as are or may be, from time to time, furnished for the benefit of hotels in the System or in substitution for services now performed at individual hotels which may be more efficiently performed on a group basis (the items set forth in (i) and (ii) of this sentence, collectively, “Chain Services”). Other than the charges for the national and regional reservation system services, the charges for the Chain Services which are listed in clause (i) above shall be included in each Hotel’s First Incentive Management Fee; the charges for the national and regional reservation system services shall be paid from each Hotel’s Gross Revenues as Deductions. Such charges shall be allocated to the Hotels in a manner consistent with other hotels in the System. [each agreement to conform to relevant chain services] D. Manager shall have the option, at its sole discretion, to furnish the services described in this Section 1.03 at Marriott headquarters, Marriott’s regional offices or at other locations.

Services Provided by Manager. Commencing on with the Effective Date with respect to each Hotel and thereafter during the Term, Manager shall cause to be furnished the following services: A. System divisional executive management, divisional financial planning, divisional contracting, divisional product planning and development, divisional human resources planning and development, divisional marketing planning, and services of Manager’s technical and operational experts making periodic inspection and consultation visits to the Hotels Hotel (but specifically excluding “line management” personnel such as area managers and services of Manager’s architecture Architecture and construction Construction personnel who provide design, procurement, construction or related services) (collectively, “System Services”) [each agreement to conform to relevant system services]); B. Marriott corporate planning and policy services, Marriott financial planning and corporate financial services, Marriott corporate executive management, in-house legal servicesservices pertaining to Marriott corporate matters, and protection of the “Marriott” trade name, logos, trademarks trademarks, and service marks (“Central Office Services”) [each agreement to conform to relevant central office services]); and C. Certain services which are furnished generally on a central or regional basis to other hotels in the System which are managed by Manager, Marriott, or any Affiliate, and which benefit each Hotel hotel as a participant in the System as follows: (i) national sales office services; central operational support for rooms, food and beverage and engineering; central training services; career development; management personnel relocation; central safety and loss prevention services; central advertising and promotion (including direct and image media and advertising administration); consumer affairs affairs; to the extent not charged or allocated directly to a the Hotel as a Deduction; , the national and regional reservations system service and inventory and revenue management services; centralized payroll and accounting services; computer system development, support and operating costs; central monitoring and management support from “line management” personnel such as area managers; and (ii) such additional central or regional services as are or may be, from time to time, furnished for the benefit of hotels in the Courtyard by Marriott System or in substitution for services now performed at individual hotels which may be more efficiently performed on a group basis (the items set forth in (i) and (ii) of this sentence, collectively, “Chain Services”). Other than the charges for the national and regional reservation system services, the charges for the Chain Services which are listed in clause (i) above shall be included in each Hotel’s First Incentive the Base Management Fee; the charges for the national and regional reservation system services shall be paid from each Hotel’s Gross Revenues as Deductions. Such charges shall be allocated to the Hotels in a manner consistent with other hotels in the System. [each agreement to conform to relevant chain services] D. Manager shall have the option, at its sole discretion, to furnish the services described in this Section 1.03 at Marriott headquarters, Marriott’s regional offices or at other locations.

Services Provided by Manager. Commencing on the Effective Date with respect to each Hotel and thereafter during the Term, Manager shall cause to be furnished the following services: A. System divisional executive management, divisional financial planning, divisional contracting, divisional product planning and development, divisional human resources planning and development, divisional marketing planning, and services of Manager’s 's technical and operational experts making periodic inspection and consultation visits to the Hotels (but specifically excluding “"line management” " personnel such as area managers and services of Manager’s 's architecture and construction personnel who provide design, procurement, construction or related services) (collectively, “"System Services”) [each agreement to conform to relevant system services]"); B. Marriott corporate planning and policy services, Marriott financial planning and corporate financial services, Marriott corporate executive management, in-house legal services, and protection of the “"Marriott” " trade name, logos, trademarks and service marks (“"Central Office Services”) [each agreement to conform to relevant central office services]"); and C. Certain services which are furnished generally on a central or regional basis to other hotels in the System which are managed by Manager, Marriott, or any Affiliate, and which benefit each Hotel as a participant in the System as follows: : (i) national sales office services; central operational support for rooms, food and beverage and engineering; central training services; career development; management personnel relocation; central safety and loss prevention services; central advertising and promotion (including direct and image media and advertising administration); consumer affairs to the extent not charged or allocated directly to a Hotel as a Deduction; the national and regional reservations system service and inventory and revenue management services; centralized payroll and accounting services; computer system development, support and operating costs; central monitoring and management support from “"line management” " personnel such as area managers; and (ii) such additional central or regional services as are or may be, from time to time, furnished for the benefit of hotels in the System or in substitution for services now performed at individual hotels which may be more efficiently performed on a group basis (the items set forth in (i) and (ii) of this sentence, collectively, “"Chain Services”"). Other than the charges for the national and regional reservation system services, the charges for the Chain Services which are listed in clause (i) above shall be included in each Hotel’s First Incentive 's Base Management Fee; the charges for the national and regional reservation system services shall be paid from each Hotel’s 's Gross Revenues as Deductions. Such charges shall be allocated to the Hotels in a manner consistent with other hotels in the System. [each agreement to conform to relevant chain services] D. Manager shall have the option, at its sole discretion, to furnish the services described in this Section 1.03 at Marriott headquarters, Marriott’s regional offices or at other locations.

Services Provided by Manager. Commencing on A. Manager will provide the Effective Date with respect Central Office Services and will bear all costs of the Central Office Services described in Exhibit B, and in no event will the costs of the Central Office Services be charged to each Hotel and thereafter during the TermHotels as Deductions, either directly or through the Above-Property Programs & Services. B. In operating the Hotels, Manager shall may provide or cause to be furnished the following services: A. System divisional executive management, divisional financial planning, divisional contracting, divisional product planning and development, divisional human resources planning and development, divisional marketing planningprovided, and services of Manager’s technical and operational experts making periodic inspection and consultation visits to the Hotels will participate in, certain functions for the operation of the Hotels through the use of facilities, systems, equipment and individuals not physically located at the Hotels, including Chain Services, MBS Systems, Reservation Systems, Loyalty Programs, Marketing Fund Activities and Program Services (but specifically excluding collectively referred to as the “line management” personnel such as area managers Above-Property Programs & Services”). C. Manager will provide or cause to be provided, and each Hotel will participate in, certain services of Manager’s architecture and construction personnel who provide design, procurement, construction or related services) (collectively, “System Chain Services”) [each agreement to conform to relevant system services]; B. Marriott corporate planning and policy services, Marriott financial planning and corporate financial services, Marriott corporate executive management, in-house legal services, and protection of the “Marriott” trade name, logos, trademarks and service marks (“Central Office Services”) [each agreement to conform to relevant central office services]; and C. Certain services which that are furnished generally provided on a central or regional comparable basis to other System hotels in the System which are managed by Manager, Marriott, or any Affiliate, and which benefit each Hotel as a participant in the System as follows: 1. Chain Services include: (ia) national sales office services; central operational support for rooms, engineering and food and beverage and engineeringbeverage; central human resources services (including training services; , manpower development, career development; , management personnel relocation, and payroll services); central safety and loss prevention services; central advertising and promotion (including direct and image media and advertising administration); consumer affairs to the extent not charged or allocated directly to a Hotel as a Deduction; the national and regional reservations system service and inventory and revenue management services; centralized payroll and accounting services; computer system development, support and operating costs; central monitoring and management support from “line management” personnel (such as area managers); and (iib) such additional central or regional services as are or may be, that from time to time, furnished for the benefit of time may be provided to hotels in the System or in substitution for services now performed at individual System hotels which that may be more efficiently performed on a group basis basis. Chain Services will not include services covered by the Program Services Contribution; 2. With respect to Legacy T234 Hotels, (a) only Central Office Services and those services listed in clause (a) of the items set forth definition of Chain Services in Section 1.03.C(1) as of the Effective Date are covered by the Legacy T234 System Fee; (ib) if there are expenditures that were originally treated as Deductions but that are later determined to be more properly treated as Chain Services, or if additional central or regional services are provided for the benefit of hotels in the System after the Effective Date, then the Legacy T234 Hotels’ allocable share of such expenditures will be Deductions and will not be covered by the Legacy T234 System Fee; and (iic) of this sentencelikewise, collectively, “Chain Services”). Other than the charges for the national and regional reservation system services, the charges for the Chain Services which if there are expenditures that are listed in clause (a) of the definition of Chain Services in Section 1.03.C(1) that are included in Chain Services on the Effective Date, but that are later determined to be more properly provided at the Legacy T234 Hotels instead of on a central or regional basis, then such expenditures will not later be treated as Deductions but will continue to be covered by the Legacy T234 System Fee; and 3. With respect to Legacy CY53 Hotels, only Central Office Services are covered by the Legacy CY53 System Fee, and those services in the definition of Chain Services in Section 1.03.C(1) as of the Effective Date will not be covered by the Legacy CY53 System Fee and will instead be treated as Deductions. D. Manager and/or its Affiliates may provide or cause to be provided, and the Hotels will participate in, certain marketing programs (the “Additional Marketing Programs”) that are not part of Chain Services, the Loyalty Programs or the Marketing Fund Activities, or locally-generated public relations, advertising, promotions and marketing programs. As of the Effective Date, the Additional Marketing Programs include email marketing, internet search engine marketing, transaction-based paid internet searches, sales lead referrals and bookings, cooperative advertising programs, travel agency programs, incentive awards and gift cards. E. Manager may, in its discretion, provide or cause to be provided certain programs and processes that manage certain aspects of a Hotel’s finances and accounting through processes that consolidate certain accounts payable, billing and accounts receivable, and related functions and procedures, into one or more shared services centers, or third party centers, for the System (including any similar or successor systems or services, the “MBS Systems”). Manager may change the scope, services, service provider, features and functions of the MBS Systems from time to time as it determines in its reasonable discretion to be most efficient and economical for the System. F. Manager may modify, add or delete categories of Above-Property Programs & Services in its reasonable discretion. If Manager provides or causes to be provided a new Above-Property Program & Service to a Hotel, then Manager will determine whether such new Above-Property Program & Service is treated as a Chain Service based on whether (i) above shall the new Above-Property Program & Service supports only a subgroup of System hotels, or selected or individual hotels, or (ii) the costs of the new Above-Property Program & Service is more appropriately recovered based on hotel usage. If either clause (i) or clause (ii) applies, the new Above-Property Program & Service will not be included in each Hotel’s First Incentive Management Feetreated as a Chain Service. G. The Above-Property Programs & Services may be delivered to (i) all System hotels; (ii) certain subsets of System hotels based on certain criteria such as hotel type; (iii) hotels on a local, regional or cluster basis; or (iv) the charges for the national Hotels and regional reservation system one or more other hotels or businesses on a shared basis. Any of these programs and services shall may also be paid from each Hotel’s Gross Revenues as Deductionsprovided or delivered to any other businesses. Such charges shall be allocated The Above-Property Programs & Services provided or delivered to the Hotels in a manner consistent with other hotels in the System. [each agreement may change from time to conform time as reasonably determined by Manager subject to relevant chain services] D. Manager shall have the optionSections 1.03.C(2), at its sole discretion, to furnish the services described in this Section 1.03 at Marriott headquarters, Marriott’s regional offices or at other locations1.03.C(3) and 1.03.

Services Provided by Manager. Commencing on with the Effective Opening Date with respect to each Hotel and thereafter during the Term, Manager shall cause to be furnished the following services: A. System divisional executive management, divisional financial planning, divisional contracting, divisional product planning and development, divisional human resources planning and development, divisional marketing planning, and services of Manager’s technical and operational experts making periodic inspection and consultation visits to the Hotels Hotel (but specifically excluding “line management” personnel such as area managers and services of Manager’s architecture Architecture and construction Construction personnel who provide design, procurement, construction or related services) (collectively, “System Services”) [each agreement to conform to relevant system services]); B. Marriott corporate planning and policy services, Marriott financial planning and corporate financial services, Marriott corporate executive management, in-house legal servicesservices pertaining to Marriott corporate matters, and protection of the “Marriott” trade name, logos, trademarks trademarks, and service marks (“Central Office Services”) [each agreement to conform to relevant central office services]); and C. Certain services (“Chain Services,” as more particularly described in the definition of “Chain Services” in Section 12.01) which are furnished generally on a central or regional basis to other hotels in the System which are managed by Manager, Marriott, or any Affiliate, and which benefit each Hotel hotel as a participant in the System as follows: (i) national sales office services; central operational support for rooms, food and beverage and engineering; central training services; career development; management personnel relocation; central safety and loss prevention services; central advertising and promotion (including direct and image media and advertising administration); consumer affairs affairs; to the extent not charged or allocated directly to a the Hotel as a Deduction; , the national and regional reservations system service and inventory and revenue management services; centralized payroll and accounting services; computer system development, support and operating costs; central monitoring and management support from “line management” personnel such as area managers; and (ii) such additional central or regional services as are or may be, from time to time, furnished for the benefit of hotels in the SpringHill Suites by Marriott System or in substitution for services now performed at individual hotels which may be more efficiently performed on a group basis (the items set forth in (i) and (ii) of this sentence, collectively, “Chain Services”)basis. Other than the charges for the national and regional reservation system services, the charges for the Chain Services which are listed in clause (i) above shall be included in each Hotel’s First Incentive the Base Management Fee; the charges for the national and regional reservation system services shall be paid from each Hotel’s Gross Revenues as Deductions. Such charges shall be allocated to the Hotels in a manner consistent with other hotels in the System. [each agreement to conform to relevant chain services] D. Manager shall have the option, at its sole discretion, to furnish the services described in this Section 1.03 at Marriott headquarters, Marriott’s regional offices or at other locations.

Services Provided by Manager. Commencing on A. Manager will provide the Effective Date with respect Central Office Services and will bear all costs of the Central Office Services described in Exhibit B, and in no event will the costs of the Central Office Services be charged to each Hotel and thereafter during the TermHotels as Deductions, either directly or through the Above-Property Programs & Services. B. In operating the Hotels, Manager shall may provide or cause to be furnished the following services: A. System divisional executive management, divisional financial planning, divisional contracting, divisional product planning and development, divisional human resources planning and development, divisional marketing planningprovided, and services of Manager’s technical and operational experts making periodic inspection and consultation visits to the Hotels will participate in, certain functions for the operation of the Hotel through the use of facilities, systems, equipment and individuals not physically located at the Hotel, including Chain Services, MBS Systems, Reservation Systems, Loyalty Programs and Program Services (but specifically excluding collectively referred to as the “line management” personnel such as area managers Above-Property Programs & Services”). C. Manager will provide or cause to be provided, and the Hotel will participate in, certain services of Manager’s architecture and construction personnel who provide design, procurement, construction or related services) (collectively, “System Chain Services”) [each agreement that are provided on a comparable basis to conform System hotels. Chain Services include: 1. the general categories of services listed in Exhibit C; and 2. additional central programs or services as may from time to relevant system services]; B. Marriott corporate planning time be provided for the benefit of System hotels or to replace services performed at individual System hotels that Manager determines can be provided more efficiently and policy serviceseconomically to such hotels on a System-wide basis. However, Marriott financial planning and corporate financial services, Marriott corporate executive management, in-house legal services, and protection of the services may only be added to “MarriottChain Services” trade name, logos, trademarks and service marks if such services (“i) are not Central Office Services”) [each agreement to conform to relevant central office services]; and C. Certain services which are furnished generally on a central or regional basis to other hotels in the System which are managed by Manager, Marriott, or any Affiliate, and which benefit each Hotel as a participant in the System as follows: (i) national sales office services; central operational support for rooms, food and beverage and engineering; central training services; career development; management personnel relocation; central safety and loss prevention services; central advertising and promotion (including direct and image media and advertising administration); consumer affairs to the extent not charged or allocated directly to a Hotel as a Deduction; the national and regional reservations system service and inventory and revenue management services; centralized payroll and accounting services; computer system development, support and operating costs; central monitoring and management support from “line management” personnel such as area managers; and (ii) are either new services that had not been previously performed at the Hotels, or services that had been previously performed at the Hotels, but that can be performed more efficiently and economically on a System-wide basis. Manager will provide to Tenant, within ninety (90) days after the end of each Fiscal Year, a report (the “Chain Services Report”) (i) identifying the general categories (such additional central as National Sales Office Services) and subcategories (such as Worldwide sales offices) of Chain Services provided for each Hotel for such Fiscal Year; (ii) setting forth the total cost paid by each Hotel for each general category of Chain Services and the methodologies for allocating these costs to each Hotel for such Fiscal Year. The Chain Services Report will include a certification by a vice president of Manager that each Chain Services cost allocated to a Hotel for such Fiscal Year was made in accordance with this Agreement. D. Manager and/or its Affiliates may provide or regional cause to be provided, and the Hotel will participate in, certain marketing programs (the “Additional Marketing Programs”) that are not part of Chain Services, or the Loyalty Programs, or locally-generated public relations, advertising, promotions and marketing programs. As of the Effective Date, the Additional Marketing Programs include email marketing, internet search engine marketing, transaction-based paid internet searches, sales lead referrals and bookings, cooperative advertising programs, travel agency programs, incentive awards and gift cards. E. Manager may, in its discretion, provide or cause to be provided certain programs and processes that manage certain aspects of a Hotel’s finances and accounting through processes that consolidate certain accounts payable, billing and accounts receivable, and related functions and procedures, into one or more shared services as are centers, or third party centers, for the System (including any similar or successor systems or services, the “MBS Systems”). Manager may bechange the scope, services, service provider, features and functions of the MBS Systems from time to time, furnished time as it determines in its reasonable discretion to be most efficient and economical for the benefit System. F. Manager may modify, add or delete categories of hotels Above-Property Programs & Services in its reasonable discretion. If Manager provides or causes to be provided a new Above-Property Program & Service to the System or in substitution for services now performed at individual hotels which may be more efficiently performed Hotel, then Manager will determine whether such new Above-Property Program & Service is treated as a Chain Service based on a group basis (the items set forth in whether (i) and the new Above-Property Program & Service supports only a subgroup of System hotels, or selected or individual hotels, or (ii) the costs of this sentence, collectively, “Chain Services”)the new Above-Property Program & Service is more appropriately recovered based on hotel usage. Other than the charges for the national and regional reservation system services, the charges for the Chain Services which are listed in If either clause (i) above shall or clause (ii) applies, the new Above-Property Program & Service will not be included in each Hotel’s First Incentive Management Feetreated as a Chain Service. G. The Above-Property Programs & Services may be delivered to (i) all System hotels; (ii) certain subsets of System hotels based on certain criteria such as hotel type; (iii) hotels on a local, regional or cluster basis; or (iv) the charges for the national Hotels and regional reservation system one or more other hotels or businesses on a shared basis. Any of these programs and services shall may also be paid from each Hotel’s Gross Revenues as Deductionsprovided or delivered to any other businesses. Such charges shall be allocated The Above-Property Programs & Services provided or delivered to the Hotels in a manner consistent with other hotels in the System. [each agreement may change from time to conform time as reasonably determined by Manager subject to relevant chain services] D. Manager shall have the option, at its sole discretion, to furnish the services described in this Section 1.03 at Marriott headquarters, Marriott’s regional offices or at other locationsSections 1.03.C(2) and 1.03.

Services Provided by Manager. Commencing on A. Manager will provide the Effective Date with respect Central Office Services and will bear all costs of the Central Office Services described in Exhibit B, and in no event will the costs of the Central Office Services be charged to each Hotel and thereafter during the TermHotels as Deductions, either directly or through the Above-Property Programs & Services. B. In operating the Hotels, Manager shall may provide or cause to be furnished the following services: A. System divisional executive management, divisional financial planning, divisional contracting, divisional product planning and development, divisional human resources planning and development, divisional marketing planningprovided, and services of Manager’s technical and operational experts making periodic inspection and consultation visits to the Hotels will participate in, certain functions for the operation of the Hotels through the use of facilities, systems, equipment and individuals not physically located at the Hotels, including Chain Services, MBS Systems, Reservation Systems, Loyalty Programs, Marketing Fund Activities and Program Services (but specifically excluding collectively referred to as the “line management” personnel such as area managers Above-Property Programs & Services”). C. Manager will provide or cause to be provided, and each Hotel will participate in, certain services of Manager’s architecture and construction personnel who provide design, procurement, construction or related services) (collectively, “System Chain Services”) [each agreement that are provided on a comparable basis to conform to relevant system services];System hotels as follows: B. Marriott corporate planning and policy services, Marriott financial planning and corporate financial services, Marriott corporate 1. Chain Services include: (a) certain executive management, in-house legal services, ; (b) programs for training and protection of the “Marriott” trade name, logos, trademarks and service marks (“Central Office Services”) [each agreement to conform to relevant central office services]; and C. Certain services which are furnished generally on a central or regional basis to other hotels in the System which are managed by Manager, Marriott, or any Affiliate, and which benefit each Hotel as a participant in the System as follows: (i) national sales office services; central operational support for rooms, food and beverage and engineering; central training services; career manpower development; management personnel relocation; central safety payroll, accounts payable, property and loss prevention services; central advertising and promotion (including direct and image media and advertising administration); consumer affairs to the extent not charged or allocated directly to a Hotel as a Deduction; the national and regional reservations system service and inventory and revenue management services; centralized payroll and other accounting services; computer system development, support and operating costs; central monitoring and management support from “line management” personnel such as area managers; and (iic) such additional central or regional services as are or may be, that from time to time, furnished for the benefit of time may be provided to hotels in the System or in substitution for services now performed at individual System hotels which that may be more efficiently performed on a group basis basis. Chain Services will not include services covered by the Program Services Contribution; 2. With respect to Legacy RI Hotels, (a) only Central Office Services and those services listed in clauses (a) and (b) of the definition of Chain Services in Section 1.03.C(1) as of the Effective Date are covered by the Legacy RI System Fee; (b) if there are expenditures that were originally treated as Deductions but that are later determined to be more properly treated as Chain Services, or if additional central or regional services are provided for the benefit of hotels in the System after the Effective Date, the Legacy RI Hotels’ allocable share of such expenditures will be Deductions and will not be covered by the Legacy RI System Fee; and (c) likewise, if there are expenditures that are listed in clauses (a) and (b) of the definition of Chain Services that are included in Chain Services on the Effective Date, but that are later determined to be more properly provided at the Legacy RI Hotels instead of on a central or regional basis, then such expenditures will not later be treated as Deductions but will continue to be covered by the Legacy RI System Fee; and 3. With respect to Legacy 1996RI Hotels, only Central Office Services are covered by the Legacy 1996RI System Fee, and those services in the definition of Chain Services in Section 1.03.C(1) as of the Effective Date will not be covered by the Legacy 1996RI System Fee and will instead be treated as Deductions. D. Manager and/or its Affiliates may provide or cause to be provided, and the Hotels will participate in, certain marketing programs (the items set forth “Additional Marketing Programs”) that are not part of Chain Services, the Loyalty Programs or the Marketing Fund Activities, or locally-generated public relations, advertising, promotions and marketing programs. As of the Effective Date, the Additional Marketing Programs include email marketing, internet search engine marketing, transaction-based paid internet searches, sales lead referrals and bookings, cooperative advertising programs, travel agency programs, incentive awards and gift cards. E. Manager may, in its discretion, provide or cause to be provided certain programs and processes that manage certain aspects of a Hotel’s finances and accounting through processes that consolidate certain accounts payable, billing and accounts receivable, and related functions and procedures, into one or more shared services centers, or third party centers, for the System (including any similar or successor systems or services, the “MBS Systems”). Manager may change the scope, services, service provider, features and functions of the MBS Systems from time to time as it determines in its reasonable discretion to be most efficient and economical for the System. F. Manager may modify, add or delete categories of Above-Property Programs & Services in its reasonable discretion. If Manager provides or causes to be provided a new Above-Property Program & Service to a Hotel, then Manager will determine whether such new Above-Property Program & Service is treated as a Chain Service based on whether (i) and the new Above-Property Program & Service supports only a subgroup of System hotels, or selected or individual hotels, or (ii) the costs of this sentence, collectively, “Chain Services”)the new Above-Property Program & Service is more appropriately recovered based on hotel usage. Other than the charges for the national and regional reservation system services, the charges for the Chain Services which are listed in If either clause (i) above shall or clause (ii) applies, the new Above-Property Program & Service will not be included in each Hotel’s First Incentive Management Feetreated as a Chain Service. G. The Above-Property Programs & Services may be delivered to (i) all System hotels; (ii) certain subsets of System hotels based on certain criteria such as hotel type; (iii) hotels on a local, regional or cluster basis; or (iv) the charges for the national Hotels and regional reservation system one or more other hotels or businesses on a shared basis. Any of these programs and services shall may also be paid from each Hotel’s Gross Revenues as Deductionsprovided or delivered to any other businesses. Such charges shall be allocated The Above-Property Programs & Services provided or delivered to the Hotels in a manner consistent with other hotels in the System. [each agreement may change from time to conform time as reasonably determined by Manager subject to relevant chain services] D. Manager shall have the optionSections 1.03.C(2), at its sole discretion, to furnish the services described in this Section 1.03 at Marriott headquarters, Marriott’s regional offices or at other locations1.03(C)(3) and 1.03.

Services Provided by Manager. Commencing on A. Manager will provide the Effective Date with respect Central Office Services and will bear all costs of the Central Office Services described in Exhibit B, and in no event will the costs of the Central Office Services be charged to each the Hotel and thereafter during as Deductions, either directly or through the TermAbove-Property Programs & Services. B. In operating the Hotel, Manager shall may provide or cause to be furnished the following services: A. System divisional executive management, divisional financial planning, divisional contracting, divisional product planning and development, divisional human resources planning and development, divisional marketing planningprovided, and the Hotel will participate in, certain functions for the operation of the Hotel through the use of facilities, systems, equipment and individuals not physically located at the Hotel, including Chain Services, MBS Systems, Reservation Systems, Loyalty Programs and Program Services (collectively referred to as the “Above-Property Programs & Services”). C. Manager will provide or cause to be provided, and the Hotel will participate in, certain services of Manager’s technical and operational experts making periodic inspection and consultation visits to the Hotels (but specifically excluding “line management” personnel such as area managers and services of Manager’s architecture and construction personnel who provide design, procurement, construction or related services) (collectively, “System Chain Services”) [each agreement that are provided on a comparable basis to conform System hotels. Chain Services include: 1. the general categories of services listed in Exhibit C; and 2. additional central programs or services as may from time to relevant system services]; B. Marriott corporate planning time be provided for the benefit of System hotels or to replace services performed at individual System hotels that Manager determines can be provided more efficiently and policy serviceseconomically to such hotels on a System-wide basis. However, Marriott financial planning and corporate financial services, Marriott corporate executive management, in-house legal services, and protection of the services may only be added to “MarriottChain Services” trade name, logos, trademarks and service marks if such services (“i) are not Central Office Services”) [each agreement to conform to relevant central office services]; and C. Certain services which are furnished generally on a central or regional basis to other hotels in the System which are managed by Manager, Marriott, or any Affiliate, and which benefit each Hotel as a participant in the System as follows: (i) national sales office services; central operational support for rooms, food and beverage and engineering; central training services; career development; management personnel relocation; central safety and loss prevention services; central advertising and promotion (including direct and image media and advertising administration); consumer affairs to the extent not charged or allocated directly to a Hotel as a Deduction; the national and regional reservations system service and inventory and revenue management services; centralized payroll and accounting services; computer system development, support and operating costs; central monitoring and management support from “line management” personnel such as area managers; and (ii) are either new services that had not been previously performed at the Hotel, or services that had been previously performed at the Hotel, but that can be performed more efficiently and economically on a System-wide basis. Manager will provide to Tenant, within ninety (90) days after the end of each Fiscal Year, a report (the “Chain Services Report”) (i) identifying the general categories (such additional central as National Sales Office Services) and subcategories (such as Worldwide sales offices) of Chain Services provided for the Hotel for such Fiscal Year; (ii) setting forth the total cost paid by the Hotel for each general category of Chain Services and the methodologies for allocating these costs to the Hotel for such Fiscal Year. The Chain Services Report will include a certification by a vice president of Manager that the Chain Services cost allocated to the Hotel for such Fiscal Year was made in accordance with this Agreement. D. Manager and/or its Affiliates may provide or regional cause to be provided, and the Hotel will participate in, certain marketing programs (the “Additional Marketing Programs”) that are not part of Chain Services, or the Loyalty Programs, or locally-generated public relations, advertising, promotions and marketing programs. As of the Effective Date, the Additional Marketing Programs include email marketing, internet search engine marketing, transaction-based paid internet searches, sales lead referrals and bookings, cooperative advertising programs, travel agency programs, incentive awards and gift cards. E. Manager may, in its discretion, provide or cause to be provided certain programs and processes that manage certain aspects of the Hotel’s finances and accounting through processes that consolidate certain accounts payable, billing and accounts receivable, and related functions and procedures, into one or more shared services as are centers, or third party centers, for the System (including any similar or successor systems or services, the “MBS Systems”). Manager may bechange the scope, services, service provider, features and functions of the MBS Systems from time to time, furnished time as it determines in its reasonable discretion to be most efficient and economical for the benefit System. F. Manager may modify, add or delete categories of hotels Above-Property Programs & Services in its reasonable discretion. If Manager provides or causes to be provided a new Above-Property Program & Service to the System or in substitution for services now performed at individual hotels which may be more efficiently performed Hotel, then Manager will determine whether such new Above-Property Program & Service is treated as a Chain Service based on a group basis (the items set forth in whether (i) and the new Above-Property Program & Service supports only a subgroup of System hotels, or selected or individual hotels, or (ii) the costs of this sentence, collectively, “Chain Services”)the new Above-Property Program & Service is more appropriately recovered based on hotel usage. Other than the charges for the national and regional reservation system services, the charges for the Chain Services which are listed in If either clause (i) above shall or clause (ii) applies, the new Above-Property Program & Service will not be included in each Hotel’s First Incentive Management Feetreated as a Chain Service. G. The Above-Property Programs & Services may be delivered to (i) all System hotels; (ii) certain subsets of System hotels based on certain criteria such as hotel type; (iii) hotels on a local, regional or cluster basis; or (iv) the charges for the national Hotel and regional reservation system one or more other hotels or businesses on a shared basis. Any of these programs and services shall may also be paid from each Hotel’s Gross Revenues as Deductionsprovided or delivered to any other businesses. Such charges shall be allocated The Above-Property Programs & Services provided or delivered to the Hotels in a manner consistent with other hotels in the System. [each agreement Hotel may change from time to conform time as reasonably determined by Manager subject to relevant chain services] D. Manager shall have the option, at its sole discretion, to furnish the services described in this Section 1.03 at Marriott headquarters, Marriott’s regional offices or at other locationsSections 1.03.C(2) and 1.03.