COST OF
PARTICIPATION IN SUCH PROGRAMS (TO THE EXTENT NOT DUPLICATIVE OF THE SERVICES
FOR WHICH THE MANAGEMENT FEE IS BEING PAID) SHALL BE OPERATING COSTS OF THE
HOTEL TO THE EXTENT THE SAME ARE CONSISTENT IN ALL MATERIAL RESPECTS WITH THE
AMOUNTS FOR THE SAME INCLUDED IN THE APPLICABLE YEARLY BUDGET.
6.2
MANAGER'S CONTROL.
SUBJECT TO THE TERMS OF THIS AGREEMENT,
MANAGER SHALL HAVE UNINTERRUPTED CONTROL OVER THE OPERATION OF THE HOTELS.
OWNER ACKNOWLEDGES THAT UNDER THIS AGREEMENT, OWNER DELEGATES ALL AUTHORITIES
AND RESPONSIBILITIES FOR OPERATION OF THE HOTELS TO MANAGER PROVIDED, HOWEVER,
MANAGER SHALL NOT BE ENTITLED TO MAKE ANY AGREEMENT OR COMMITMENT BINDING ON
OWNER EXCEPT AS HEREIN EXPRESSLY PROVIDED.
MANAGER SHALL BE SOLELY RESPONSIBLE
FOR DETERMINING ROOM RATES, FOOD AND BEVERAGE MENU PRICES, CHARGES TO GUESTS FOR
OTHER HOTEL
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SERVICES AND THE TERMS OF GUEST OCCUPANCY AND ADMITTANCE TO THE HOTELS, USE OF
ROOMS FOR COMMERCIAL PURPOSES, POLICIES RELATING TO ENTERTAINMENT, LABOR
POLICIES, PUBLICITY AND PROMOTION ACTIVITIES AND TECHNOLOGY SERVICES AND
EQUIPMENT TO BE USED IN THE HOTEL.
MANAGER SHALL REVIEW WITH OWNER FROM TIME TO
TIME, AND DURING THE ANNUAL REVIEW OF THE YEARLY BUDGET, MATERIAL CHANGES IN
POLICIES, PRACTICES AND PROCEDURES AND THEIR EFFECT ON THE FINANCIAL PERFORMANCE
OF THE HOTELS.
6.3
ARBITRATION.
ANY DISPUTE UNDER THIS ARTICLE 6 SHALL BE RESOLVED
BY ARBITRATION.
ARTICLE 7
OPERATION OF THE HOTEL
7.1
PERMITS.
MANAGER, AS AN OPERATING COST, SHALL OBTAIN AND MAINTAIN
IN ITS NAME (OR OWNER'S OR PURCHASER'S NAME TO THE EXTENT THE SAME IS REQUIRED
BY APPLICABLE LEGAL REQUIREMENTS) IN FULL FORCE AND EFFECT ALL NECESSARY
OPERATING LICENSES AND PERMITS, INCLUDING LIQUOR, BAR, RESTAURANT, SIGN AND
HOTEL LICENSES, AS MAY BE REQUIRED FOR THE OPERATION OF THE HOTELS IN ACCORDANCE
WITH THIS AGREEMENT, THE BRAND STANDARDS AND THE OPERATING STANDARDS.
OWNER
AND/OR PURCHASER SHALL REASONABLY COOPERATE WITH MANAGER IN OBTAINING ANY SUCH
OPERATING LICENSES OR PERMITS.
ANY COSTS OR EXPENSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES) INCURRED BY OWNER AND/OR PURCHASER IN
CONNECTION THEREWITH SHALL CONSTITUTE OPERATING COSTS.
MANAGER WILL USE
REASONABLE EFFORTS TO COMPLY WITH ALL LEGAL REQUIREMENTS IMPOSED IN CONNECTION
WITH ANY SUCH LICENSES AND PERMITS AND AT ALL TIMES USE COMMERCIALLY REASONABLE
EFFORTS TO MANAGE THE HOTELS IN ACCORDANCE WITH, AND CAUSE THE HOTELS TO COMPLY
WITH, SUCH LEGAL REQUIREMENTS, ANY OTHER LEGAL REQUIREMENTS AND INSURANCE
REQUIREMENTS APPLICABLE TO ANY HOTEL.
7.2
EQUIPMENT AND SUPPLIES.
MANAGER SHALL PROCURE PURSUANT TO THE
YEARLY BUDGETS ALL SUCH OPERATING SUPPLIES AND OPERATING EQUIPMENT AS MANAGER
DEEMS NECESSARY FOR THE NORMAL AND ORDINARY COURSE OF OPERATION OF THE HOTELS IN
ACCORDANCE WITH THE BRAND STANDARDS AND OPERATING STANDARDS.
7.3
PERSONNEL.
(A)
ALL PERSONNEL EMPLOYED AT THE HOTELS WILL BE EMPLOYEES OF
MANAGER.
MANAGER WILL HIRE, SUPERVISE, DIRECT, DISCHARGE AND DETERMINE THE
COMPENSATION, OTHER BENEFITS AND TERMS OF EMPLOYMENT OF ALL PERSONNEL WORKING IN
THE HOTELS.
MANAGER, IN THE EXERCISE OF REASONABLE DISCRETION AND BUSINESS
JUDGMENT,
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WILL BE THE SOLE JUDGE OF THE FITNESS AND QUALIFICATIONS OF SUCH PERSONNEL AND
IS