IF THE AMOUNTS SO DEPOSITED ARE NOT SUFFICIENT TO COVER ALL OF THE COSTS OF THE
REPAIRS OR UPGRADES TO WHICH THEY APPLY; AND (III) IF THE COST OF REPLACING THE
ROOF MEMBRANE AS CONTEMPLATED BY SECTION 4.4 OF THE BALTIMORE DECLARATION
EXCEEDS $1,420,000, THEN ANY AND ALL EXCESS COSTS FOR COMPLETING SUCH ROOF
REPAIRS SHALL BE FUNDED USING THE OTHER AMOUNTS FROM THE RESERVE ACCOUNT.
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 APPLICABLE
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
NO ADDITIONAL CONTRIBUTIONS.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT, NEITHER OWNER NOR PURCHASER SHALL, UNDER ANY
CIRCUMSTANCES, BE REQUIRED TO, OR PROVIDE FUNDS TO, BUILD OR REBUILD ANY
IMPROVEMENT AT THE HOTEL, OR 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.
5.6
POOLED RESERVES.
IT IS UNDERSTOOD AND AGREED THAT, SUBJECT TO
SECTION 5.2(H), SO LONG AS THE PR PROPERTY IS A POOLED FF&E HOTEL, FUNDS
DEPOSITED IN THE RESERVE ACCOUNT PURSUANT TO THIS AGREEMENT AND THE FF&E RESERVE
UNDER PR LEASE SHALL BE MAINTAINED AND USED ON A CONSOLIDATED BASIS SUCH THAT
ALL AMOUNTS TO BE DEPOSITED IN THE RESERVE ACCOUNT AND THE FF&E RESERVE SHALL BE
DEPOSITED IN A SINGLE ACCOUNT AND MANAGER AND PR TENANT MAY APPLY ANY FUNDS
THEREIN TO ANY OF THE POOLED FF&E HOTELS IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT AND PR LEASE.
ARTICLE 6
BRAND STANDARDS AND MANAGER'S CONTROL
6.1
BRAND STANDARDS.
MANAGER SHALL OPERATE EACH HOTEL AS A STAYBRIDGE
SUITES, INTERCONTINENTAL, CROWNE PLAZA OR HOLIDAY INN, AS APPLICABLE, HOTEL IN
ACCORDANCE WITH THE TERMS OF THIS
44
AGREEMENT, THE APPLICABLE BRAND STANDARDS AND THE OPERATING STANDARDS.
MANAGER
AND ITS AFFILIATES WHICH OWN THE APPLICABLE SYSTEM MARKS AND BRAND STANDARDS
RESERVE THE RIGHT TO REVISE AND AMEND SUCH SYSTEM MARKS OR BRAND STANDARDS FROM
TIME TO TIME ON A NON-DISCRIMINATORY BASIS.
OWNER ALSO AGREES THAT THE HOTELS
WILL BE REQUIRED TO PARTICIPATE IN APPLICABLE 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 APPLICABLE 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