HOTELS ON THE RESERVATION SYSTEM OPERATED BY MANAGER,
ITS AFFILIATES OR AGENT(S) FOR THE BENEFIT OF STAYBRIDGE SUITES,
INTERCONTINENTAL, CROWNE PLAZA OR HOLIDAY INN, AS APPLICABLE, HOTELS FROM AND
AFTER THE EFFECTIVE DATE.
MANAGER WILL PROVIDE (OR WILL CAUSE ITS AFFILIATES TO
PROVIDE) THE FOLLOWING SERVICES TO THE HOTELS THROUGH THE RESERVATION SYSTEM:
(A)
ACCEPTANCE OF RESERVATIONS FOR THE HOTELS THROUGH THE APPLICABLE
RESERVATION SYSTEM FROM INDIVIDUAL CUSTOMERS AND GROUPS WHO CONTACT MANAGER (OR
ITS AFFILIATES OR AGENTS) DIRECTLY OR THROUGH A REGIONAL RESERVATION OR SALE
OFFICE OF MANAGER OR ITS AFFILIATES OR AGENTS;
(B)
ACCEPTANCE OF RESERVATIONS FOR THE HOTELS THROUGH OTHER HOTELS IN
THE APPLICABLE BRAND;
(C)
ACCEPTANCE OF RESERVATIONS FOR THE HOTELS THROUGH THE RESERVATION
SYSTEMS OF OTHER PROVIDERS IN THE TRAVEL INDUSTRY,
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INCLUDING, WITHOUT LIMITATION, GLOBAL DISTRIBUTION SYSTEMS AND GENERAL SALES
AGENCIES WITH WHICH MANAGER (OR ITS AFFILIATES) MAY HAVE AGREEMENTS FROM TIME TO
TIME, WHEREBY THE RESERVATION SYSTEMS OF SUCH PARTIES ARE AVAILABLE FOR
COMMUNICATION OF RESERVATIONS TO HOTELS IN THE APPLICABLE BRAND;
(D)
ACCEPTANCE OF RESERVATIONS FOR THE HOTELS
RECEIVED THROUGH ALTERNATIVE COMMUNICATIONS CHANNELS SUCH AS THE INTERNET; AND
(E)
ACCESS TO THE HOTELS OF THE COMMUNICATIONS
NETWORK USED BY MANAGER (OR ITS AFFILIATES) FOR COMMUNICATION BETWEEN IT AND
HOTELS IN THE APPLICABLE BRAND.
7.6
MAINTENANCE AND REPAIRS.
SUBJECT TO THE
TERMS HEREOF, MANAGER SHALL PROMPTLY MAKE OR CAUSE TO BE MADE ALL REPAIRS,
REPLACEMENTS, CORRECTIONS, MAINTENANCE, ALTERATIONS, IMPROVEMENTS, RENOVATIONS,
INSTALLATIONS, 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
(INCLUDING, WITHOUT LIMITATION, RETAINING ALL CONSTRUCTION LIEN HOLDBACKS UNDER
THE CONSTRUCTION LIEN ACT (ONTARIO) AND RELEASING SUCH HOLDBACKS ONLY WHEN ALL
LIENS HAVE EXPIRED OR BEEN DISCHARGED OR VACATED, ALL NOTICES HAVE BEEN
WITHDRAWN, AND THE TIME PERIOD FOR FILING ANY LIENS HAS EXPIRED), APPLICABLE
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 BE 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.
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7.7
MATERIAL REPAIRS.
(A)
EXCEPT AS SET FORTH IN SECTION 7.7(B),
PRIOR TO MAKING ANY