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, 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. 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 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
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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 MATERIAL REPAIR
IF THE SAME IS SET FORTH AS A SEPARATE LINE ITEM IN THE THEN APPLICABLE 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)
IN THE EVENT THAT A CONDITION SHOULD EXIST
IN OR ABOUT THE HOTEL OF AN EMERGENCY NATURE OR IN VIOLATION OF APPLICABLE LEGAL
REQUIREMENTS OR INSURANCE REQUIREMENTS, INCLUDING STRUCTURAL CONDITIONS, WHICH
REQUIRES IMMEDIATE REPAIR NECESSARY TO PREVENT IMMINENT DANGER OR DAMAGE TO
PERSONS OR PROPERTY, MANAGER IS HEREBY AUTHORIZED TO TAKE ALL STEPS AND TO MAKE
ALL EXPENDITURES NECESSARY TO REPAIR AND CORRECT ANY SUCH CONDITION, REGARDLESS
OF WHETHER PROVISIONS HAVE BEEN MADE IN THE APPLICABLE YEARLY BUDGET FOR ANY
SUCH EXPENDITURES OR IF SUFFICIENT FUNDS EXIST IN THE RESERVE ACCOUNTS. UPON THE
OCCURRENCE OF SUCH AN EVENT OR CONDITION, MANAGER WILL COMMUNICATE TO OWNER ALL
AVAILABLE INFORMATION REGARDING SUCH EVENT OR CONDITION AS SOON AS REASONABLY
POSSIBLE AND WILL TAKE REASONABLE STEPS TO OBTAIN OWNER'S APPROVAL BEFORE
INCURRING SUCH EXPENSES. EXPENDITURES UNDER THIS SECTION 7.7(B) SHALL BE PAID
FROM THE RESERVE ACCOUNT OR OTHERWISE PAID IN ACCORDANCE WITH