MAY REASONABLY REQUIRE.
PROVIDED THAT THERE IS THEN NO UNCURED MANAGER DEFAULT, OWNER SHALL, WITHIN
TWENTY (20) BUSINESS DAYS AFTER SUCH NOTICE, DISBURSE (OR CAUSE PURCHASER TO
DISBURSE) SUCH REQUIRED FUNDS TO MANAGER FOR DEPOSIT INTO THE RESERVE ACCOUNT.
IN SUCH EVENT OWNER'S PRIORITY SHALL BE ADJUSTED AS PROVIDED FOR HEREIN IN THE
DEFINITION OF OWNER'S PRIORITY.
(D)
IF OWNER SHALL FAIL TO DISBURSE (OR CAUSE PURCHASER TO DISBURSE)
FUNDS TO MANAGER FOR DEPOSIT INTO THE RESERVE ACCOUNT IN VIOLATION OF SECTION
5.2(C), WHICH FAILURE CONTINUES FOR FIVE (5) DAYS AFTER THE GIVING OF NOTICE
FROM MANAGER TO OWNER, IN ADDITION TO MANAGER'S OTHER REMEDIES HEREUNDER OR
UNDER THE HPT GUARANTY (AS DEFINED IN THE PURCHASE AGREEMENT) MANAGER SHALL BE
ENTITLED, BUT NOT OBLIGATED, TO DEPOSIT IN THE RESERVE ACCOUNT THE AMOUNT OF
FUNDS WHICH OWNER SO FAILED TO DISBURSE.
(E)
UPON THE EXPIRATION OR EARLIER TERMINATION OF THE TERM, MANAGER
SHALL DISBURSE TO OWNER, OR AS OWNER SHALL DIRECT, ALL AMOUNTS REMAINING IN THE
RESERVE ACCOUNT AFTER PAYMENTS OF ALL EXPENSES ON ACCOUNT OF CAPITAL
REPLACEMENTS INCURRED BY MANAGER DURING THE TERM.
5.3
ADDITIONAL REQUIREMENTS FOR RESERVE. ALL EXPENDITURES FROM THE
RESERVE ACCOUNT SHALL BE (AS TO BOTH THE AMOUNT OF EACH SUCH EXPENDITURE AND THE
TIMING THEREOF) BOTH REASONABLE AND NECESSARY GIVEN THE OBJECTIVE THAT THE
HOTELS WILL BE MAINTAINED AND OPERATED TO A STANDARD COMPARABLE TO COMPETITIVE
PROPERTIES AND IN ACCORDANCE WITH THE OPERATING STANDARDS AND THE BRAND
STANDARDS.
5.4
OWNERSHIP OF REPLACEMENTS. ALL CAPITAL REPLACEMENTS MADE PURSUANT
TO THIS AGREEMENT AND ALL AMOUNTS IN THE RESERVE ACCOUNT, SHALL BE THE PROPERTY
OF OWNER OR PURCHASER, AS APPLICABLE, AS PROVIDED UNDER THE LEASE.
5.5
MANAGER RESERVE ADVANCES. MANAGER SHALL HAVE THE RIGHT TO PROPOSE
CERTAIN CAPITAL REPLACEMENTS NOT REQUIRED BY THE OPERATING STANDARDS OR THE
BRAND STANDARDS WHICH MANAGER REASONABLY BELIEVES WOULD MAXIMIZE THE PROFIT
POTENTIAL OF ONE OR MORE OF THE HOTELS. IF OWNER DOES NOT AGREE TO PROVIDE FUNDS
FOR THE SAME, MANAGER SHALL HAVE THE RIGHT TO CONTRIBUTE TO THE RESERVE ACCOUNT
THE COST OF SAME AND CAUSE SUCH CAPITAL REPLACEMENT TO BE MADE.
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5.6
NO ADDITIONAL CONTRIBUTIONS. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT, OWNER SHALL NOT, UNDER ANY CIRCUMSTANCES, BE
REQUIRED TO, OR PROVIDE FUNDS TO, BUILD OR REBUILD ANY IMPROVEMENT AT THE HOTEL,
OR TO MAKE ANY REPAIRS, REPLACEMENTS, ALTERATIONS, RESTORATIONS OR RENEWALS OF
ANY NATURE OR DESCRIPTION TO THE HOTEL, WHETHER ORDINARY OR EXTRAORDINARY,
STRUCTURAL OR NONSTRUCTURAL, FORESEEN OR UNFORESEEN.
ARTICLE 6
BRAND STANDARDS AND MANAGER'S CONTROL
6.1
BRAND STANDARDS. MANAGER SHALL OPERATE EACH HOTEL AS A STAYBRIDGE
SUITES HOTEL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THE BRAND STANDARDS
AND THE OPERATING STANDARDS. MANAGER AND ITS AFFILIATES WHICH OWN THE SYSTEM
MARKS AND BRAND STANDARDS RESERVE THE RIGHT TO REVISE AND AMEND THE SYSTEM MARKS
OR BRAND STANDARDS FROM TIME TO TIME ON A NON-DISCRIMINATORY BASIS; PROVIDED,
HOWEVER, AT ANY TIME WHILE OWNER AND ITS AFFILIATES OWN OR LEASE AT LEAST FIFTY
PERCENT (50%) OF