TO THE HOTELS OF THE COMMUNICATIONS NETWORK USED BY MANAGER
(OR ITS AFFILIATES) FOR COMMUNICATION BETWEEN IT AND HOTELS IN THE BRAND.
7.6
MAINTENANCE AND REPAIRS.
SUBJECT TO THE TERMS HEREOF, MANAGER
SHALL PROMPTLY MAKE OR CAUSE TO BE MADE ALL REPAIRS,
48
REPLACEMENTS, CORRECTIONS, MAINTENANCE, ALTERATIONS, IMPROVEMENTS, RENOVATIONS,
INSTALLATIONS, REPLACEMENTS, RENEWALS AND ADDITIONS (COLLECTIVELY, "REPAIRS") OF
EVERY KIND AND NATURE, WHETHER INTERIOR OR EXTERIOR, STRUCTURAL OR
NONSTRUCTURAL, ORDINARY OR EXTRAORDINARY, FORESEEN OR UNFORESEEN OR ARISING BY
REASON OF A CONDITION EXISTING PRIOR TO THE COMMENCEMENT OF THE TERM (CONCEALED
OR OTHERWISE) NECESSARY OR APPROPRIATE TO MAINTAIN THE HOTELS INCLUDING ALL
PRIVATE ROADWAYS, SIDEWALKS AND CURBS LOCATED THEREON FOR WHICH OWNER, PURCHASER
OR A HOTEL HAS RESPONSIBILITY IN GOOD ORDER AND REPAIR, REASONABLE WEAR AND TEAR
EXCEPTED (WHETHER OR NOT THE NEED FOR SUCH REPAIRS OCCURS AS A RESULT OF OWNER'S
OR MANAGER'S USE, ANY PRIOR USE, INSURANCE REQUIREMENTS, THE ELEMENTS OR THE AGE
OF THE HOTELS, OR ANY PORTION THEREOF), AND IN CONFORMITY WITH LEGAL
REQUIREMENTS, BRAND STANDARDS AND THE OPERATING STANDARDS.
ALL REPAIRS SHALL BE
MADE IN A GOOD, WORKMANLIKE MANNER, CONSISTENT WITH MANAGER'S AND INDUSTRY
STANDARDS FOR LIKE HOTELS IN LIKE LOCALES, IN ACCORDANCE WITH ALL APPLICABLE
LEGAL REQUIREMENTS AND INSURANCE REQUIREMENTS.
TO THE EXTENT SUCH REPAIRS
CANNOT BE PERFORMED BY MANAGER'S ON-SITE STAFF, MANAGER SHALL ENTITLED TO CAUSE
SUCH REPAIRS TO BE PERFORMED BY THIRD PARTIES OR, SUBJECT TO OWNER'S PRIOR
APPROVAL, AFFILIATES OF MANAGER ACTING UNDER SEPARATE TECHNICAL SERVICES
AGREEMENTS PURSUANT TO SECTION 11.1.
7.7
MATERIAL REPAIRS.
(A)
EXCEPT IN CONNECTION WITH CAUSING THE EXPANSION HOTELS TO COMPLY
WITH APPLICABLE BRAND STANDARDS AND CORRECTING DEFERRED MAINTENANCE THERETO, IN
EITHER CASE PRIOR TO DECEMBER 2006, AND AS SET FORTH IN SECTION 7.7(B), PRIOR TO
MAKING ANY MATERIAL REPAIR, MANAGER SHALL SUBMIT, TO OWNER IN WRITING, A
PROPOSAL SETTING FORTH, IN REASONABLE DETAIL, THE PROPOSED MATERIAL REPAIR AND
SHALL PROVIDE TO OWNER SUCH PLANS AND SPECIFICATIONS, AND SUCH PERMITS,
LICENSES, CONTRACTS AND SUCH OTHER INFORMATION CONCERNING THE SAME AS OWNER MAY
REASONABLY REQUEST.
OWNER SHALL HAVE TWENTY (20) BUSINESS DAYS TO APPROVE OR
DISAPPROVE ALL MATERIALS SUBMITTED TO OWNER, IN CONNECTION WITH ANY SUCH
PROPOSAL; PROVIDED, HOWEVER, (I) OWNER MAY NOT WITHHOLD ITS APPROVAL OF A
MATERIAL REPAIR WITH RESPECT TO SUCH ITEMS AS ARE (A) REQUIRED IN ORDER FOR THE
HOTELS TO COMPLY WITH BRAND STANDARDS (EXCEPT DURING THE LAST TWO (2) YEARS OF
THE TERM AS SET FORTH IN SECTION 5.2(A)) OR OPERATING STANDARDS; OR (B) REQUIRED
BY REASON OF OR UNDER ANY INSURANCE REQUIREMENT OR LEGAL REQUIREMENT, OR
OTHERWISE REQUIRED FOR THE CONTINUED SAFE AND ORDERLY OPERATION OF EACH HOTEL
AND (II) OWNER'S APPROVAL SHALL NOT BE REQUIRED WITH RESPECT TO THE COST OF ANY
PROPOSED
49
MATERIAL REPAIR IF THE SAME IS SET FORTH AS A SEPARATE LINE ITEM IN THE THEN
APPLICABLE, APPROVED CAPITAL REPLACEMENTS BUDGET.
IF OWNER FAILS TO DISAPPROVE
OF SUCH MATERIAL REPAIR WITHIN SUCH TWENTY (20) BUSINESS DAYS, OWNER SHALL BE
DEEMED TO HAVE APPROVED SAME.
(B)