THE HOTELS COMPRISING THE BRAND, NO REVISION OR AMENDMENT TO
THE BRAND STANDARDS OR SYSTEM MARKS SHALL BE MADE WITHOUT OWNER'S PRIOR WRITTEN
APPROVAL, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR
DELAYED AND SHALL BE DEEMED GIVEN IF NO WRITTEN OBJECTION THERETO IS GIVEN BY
OWNER WITHIN TWENTY (20) DAYS AFTER RECEIPT OF A REQUEST FOR SUCH APPROVAL GIVEN
BY MANAGER. OWNER ALSO AGREES THAT THE HOTEL WILL BE REQUIRED TO PARTICIPATE IN
BRAND-WIDE OR AREA PROGRAMS THAT ARE IMPLEMENTED AFTER THE DATE HEREOF FROM TIME
TO TIME BY MANAGER OR ITS AFFILIATES WITH RESPECT TO THE BRAND. THE ALLOCABLE
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 HOTEL. OWNER
ACKNOWLEDGES THAT UNDER THIS AGREEMENT, OWNER DELEGATES ALL AUTHORITIES AND
RESPONSIBILITIES FOR OPERATION OF THE HOTEL 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 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.
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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