AND
DIRECT THE MANAGEMENT AND OPERATION OF THE HOTELS FOR THE TERM. MANAGER HEREBY
ACCEPTS SUCH GRANT AND AGREES THAT IT WILL CONTROL, SUPERVISE AND DIRECT THE
MANAGEMENT AND OPERATION OF THE HOTELS, IN AN EFFICIENT AND ECONOMICAL MANNER
CONSISTENT WITH STANDARDS PREVAILING IN WELL MANAGED HOTELS SIMILAR TO THE
HOTELS, INCLUDING ALL ACTIVITIES IN CONNECTION THEREWITH WHICH ARE CUSTOMARY AND
USUAL TO SUCH AN OPERATION (ALL OF THE FOREGOING, COLLECTIVELY, THE "OPERATING
STANDARDS"). SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE
OPERATING STANDARDS AND THE BRAND STANDARDS, MANAGER SHALL HAVE THE RIGHT TO
DETERMINE OPERATING POLICY, STANDARDS OF OPERATION, QUALITY OF SERVICE AND ANY
OTHER MATTERS AFFECTING CUSTOMER RELATIONS OR MANAGEMENT AND OPERATION OF THE
HOTELS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND IN ADDITION TO THE
OTHER FUNCTIONS TO BE PERFORMED BY MANAGER PURSUANT TO THIS AGREEMENT, MANAGER
SHALL, IN CONNECTION WITH THE HOTELS AND IN ACCORDANCE WITH THE BRAND STANDARDS,
THE OPERATING STANDARDS AND THE TERMS OF THIS AGREEMENT, PERFORM EACH OF THE
FOLLOWING FUNCTIONS, PROVIDED, HOWEVER, EXCEPT AS OTHERWISE SET FORTH IN THIS
AGREEMENT, THE COSTS AND EXPENSES OF PERFORMING THE FOLLOWING FUNCTIONS SHALL BE
OPERATING COSTS:
(A)
ESTABLISH AND REVISE, AS NECESSARY, ADMINISTRATIVE POLICIES AND
PROCEDURES, INCLUDING POLICIES AND PROCEDURES FOR THE CONTROL OF REVENUE AND
EXPENDITURES, FOR THE PURCHASING OF SUPPLIES AND SERVICES, FOR THE CONTROL OF
CREDIT, AND FOR THE SCHEDULING OF MAINTENANCE, AND VERIFY THAT THE FOREGOING
PROCEDURES ARE OPERATING IN A SOUND MANNER.
(B)
MANAGE EXPENDITURES TO REPLENISH OPERATING SUPPLIES AND OPERATING
EQUIPMENT, MAKE PAYMENTS ON ACCOUNTS PAYABLE AND COLLECT ACCOUNTS RECEIVABLE.
(C)
ARRANGE FOR AND SUPERVISE PUBLIC RELATIONS AND ADVERTISING AND
PREPARE MARKETING PLANS.
(D)
PROCURE ALL OPERATING SUPPLIES AND REPLACEMENT OPERATING
EQUIPMENT.
(E)
PROVIDE, OR CAUSE TO BE PROVIDED, RISK MANAGEMENT SERVICES
RELATING TO THE TYPES OF INSURANCE REQUIRED TO BE OBTAINED OR PROVIDED BY
MANAGER UNDER THIS AGREEMENT.
(F)
REASONABLY COOPERATE (PROVIDED THAT EXCEPT AS HEREIN EXPRESSLY
PROVIDED MANAGER SHALL NOT BE OBLIGATED TO ENTER INTO ANY AMENDMENTS OF THIS
AGREEMENT OR, UNLESS OWNER AGREES TO REIMBURSE MANAGER THEREFORE, TO INCUR ANY
MATERIAL EXPENSE INCLUDING ANY INTERNAL EXPENSES) IN ANY ATTEMPT(S) TO: (I)
EFFECTUATE A SALE OR OTHER TRANSFER OF A HOTEL
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SUBJECT TO THE TERMS OF SECTIONS 4.4 AND 4.5 OF THIS AGREEMENT; OR (II) TO
OBTAIN ANY AUTHORIZED MORTGAGE.
(G)
NEGOTIATE, ENTER INTO AND ADMINISTER SERVICE CONTRACTS AND
LICENSES FOR THE OPERATION OF THE HOTELS, INCLUDING, TO THE EXTENT APPROPRIATE,
CONTRACTS AND LICENSES FOR HEALTH AND SAFETY SYSTEMS MAINTENANCE, ELECTRICITY,
GAS, TELEPHONE, CLEANING, ELEVATOR AND BOILER MAINTENANCE, AIR CONDITIONING
MAINTENANCE, LAUNDRY AND DRY CLEANING, MASTER TELEVISION SERVICE, USE OF
COPYRIGHTED MATERIALS (SUCH AS MUSIC AND VIDEOS), ENTERTAINMENT AND OTHER
SERVICES AS MANAGER DEEMS ADVISABLE.
(H)
NEGOTIATE, ENTER INTO AND ADMINISTER CONTRACTS FOR THE USE OF
BANQUET AND MEETING FACILITIES AND GUEST ROOMS BY GROUPS AND INDIVIDUALS.
(I)
TAKE REASONABLE ACTION TO COLLECT AND INSTITUTE IN ITS OWN NAME
OR IN THE NAME OF OWNER OR A HOTEL, IN EACH INSTANCE AS