MANAGER IN ITS
REASONABLE DISCRETION DEEMS APPROPRIATE, LEGAL ACTIONS OR PROCEEDINGS TO COLLECT
CHARGES, RENT OR OTHER INCOME DERIVED FROM THE OPERATION OF THE HOTELS OR TO
OUST OR DISPOSSESS GUESTS, TENANTS, MEMBERS OR OTHER PERSONS IN POSSESSION
THEREFROM, OR TO CANCEL OR TERMINATE ANY LEASE, LICENSE OR CONCESSION AGREEMENT
FOR THE BREACH THEREOF OR DEFAULT THEREUNDER BY THE TENANT, LICENSEE OR
CONCESSIONAIRE.
(J)
MAKE REPRESENTATIVES AVAILABLE TO CONSULT WITH AND ADVISE OWNER
OR OWNER'S DESIGNEE AT OWNER'S REASONABLE REQUEST CONCERNING POLICIES AND
PROCEDURES AFFECTING THE CONDUCT OF THE BUSINESS OF THE HOTELS.
(K)
COLLECT AND ACCOUNT FOR AND REMIT TO GOVERNMENTAL AUTHORITIES ALL
APPLICABLE EXCISE, SALES, OCCUPANCY AND USE TAXES OR SIMILAR GOVERNMENTAL
CHARGES COLLECTED BY OR AT THE HOTELS DIRECTLY FROM GUESTS, MEMBERS OR OTHER
PATRONS, OR AS PART OF THE SALES PRICE OF ANY GOODS, SERVICES OR DISPLAYS, SUCH
AS GROSS RECEIPTS, ADMISSION OR SIMILAR OR EQUIVALENT TAXES, DUTIES, LEVIES OR
CHARGES.
(L)
KEEP OWNER ADVISED OF EVENTS WHICH MIGHT REASONABLY BE EXPECTED
TO HAVE A MATERIAL EFFECT ON THE FINANCIAL PERFORMANCE OR VALUE OF ANY HOTEL.
(M)
TO THE EXTENT IN MANAGER'S CONTROL, OBTAIN AND MAINTAIN ALL
APPROVALS NECESSARY TO USE AND OPERATE THE HOTELS IN ACCORDANCE WITH THE BRAND
STANDARDS, OPERATING STANDARDS AND LEGAL REQUIREMENTS.
(N)
PERFORM SUCH OTHER TASKS WITH RESPECT TO THE HOTELS AS ARE
GENERALLY PERFORMED BY MANAGERS OF SIMILAR HOTELS CONSISTENT WITH THE OPERATING
STANDARDS AND THE BRAND STANDARDS.
2.2
ADDITIONAL SERVICES. ANY FEES FOR SERVICES NOT INCLUDED IN THE
MANAGEMENT FEES FOR THE HOTELS SHALL BE CONSISTENT WITH FEES ESTABLISHED FOR
SIMILAR TYPES OF HOTELS MANAGED BY MANAGER OR ITS AFFILIATES. ANY DISPUTES UNDER
THIS SECTION 2.2 SHALL BE RESOLVED BY ARBITRATION.
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2.3
USE OF HOTELS. MANAGER SHALL NOT USE, AND SHALL EXERCISE
COMMERCIALLY REASONABLE EFFORTS TO PREVENT THE USE OF, THE HOTELS AND OWNER'S
AND MANAGER'S PERSONAL PROPERTY USED IN CONNECTION WITH THE HOTELS, IF ANY, FOR
ANY UNLAWFUL PURPOSE. MANAGER SHALL NOT COMMIT, AND SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO PREVENT THE COMMISSION OF, ANY WASTE AT THE HOTELS.
MANAGER SHALL NOT USE, AND SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PREVENT
THE USE OF, THE HOTELS IN SUCH A MANNER AS WILL CONSTITUTE AN UNLAWFUL NUISANCE
THEREON OR THEREIN. MANAGER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PREVENT
THE USE OF THE HOTELS IN SUCH A MANNER AS MIGHT REASONABLY BE EXPECTED TO IMPAIR
OWNER'S OR PURCHASER'S TITLE THERETO OR ANY PORTION THEREOF OR MIGHT REASONABLY
BE EXPECTED TO GIVE RISE FOR A CLAIM OR CLAIMS FOR ADVERSE USE OR ADVERSE
POSSESSION BY THE PUBLIC, AS SUCH, OR OF IMPLIED DEDICATION OF THE HOTELS OR ANY
PORTION THEREOF.
2.4
RIGHT TO INSPECT. MANAGER SHALL PERMIT OWNER AND ITS AUTHORIZED
REPRESENTATIVES TO INSPECT OR SHOW THE HOTELS DURING USUAL BUSINESS HOURS UPON
NOT LESS THAN TWENTY FOUR (24) HOURS' NOTICE, PROVIDED THAT ANY INSPECTION BY
PURCHASER OR ITS REPRESENTATIVES SHALL NOT UNREASONABLY INTERFERE WITH THE USE
AND OPERATION OF THE HOTELS AND FURTHER PROVIDED THAT IN THE EVENT