WRITTEN CONSENT, WHICH CONSENT MAY BE GRANTED OR WITHHELD
IN OWNER'S SOLE AND ABSOLUTE JUDGMENT.
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 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
MANAGER RESERVE ADVANCES.
MANAGER SHALL HAVE THE RIGHT TO PROPOSE
CERTAIN CAPITAL REPLACEMENTS NOT REQUIRED BY THE OPERATING STANDARDS OR THE
BRAND STANDARDS WHICH MANAGER REASONABLY BELIEVES WOULD MAXIMIZE THE PROFIT
POTENTIAL OF ONE OR MORE OF THE HOTELS.
IF OWNER DOES NOT AGREE TO PROVIDE
FUNDS FOR THE SAME, MANAGER SHALL HAVE THE RIGHT TO CONTRIBUTE TO THE RESERVE
ACCOUNT THE COST OF SAME AND CAUSE SUCH CAPITAL REPLACEMENTS TO BE MADE.
5.6
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,
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OR TO 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.
ARTICLE 6
BRAND STANDARDS AND MANAGER'S CONTROL
6.1
BRAND STANDARDS.
MANAGER SHALL OPERATE EACH HOTEL AS A STAYBRIDGE
SUITES HOTEL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THE BRAND STANDARDS
AND THE OPERATING STANDARDS.
MANAGER AND ITS AFFILIATES WHICH OWN THE SYSTEM
MARKS AND BRAND STANDARDS RESERVE THE RIGHT TO REVISE AND AMEND THE SYSTEM MARKS
OR BRAND STANDARDS FROM TIME TO TIME ON A NON-DISCRIMINATORY BASIS; PROVIDED,
HOWEVER, AT ANY TIME WHILE OWNER AND ITS AFFILIATES OWN OR LEASE AT LEAST FIFTY
PERCENT (50%) OF 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.
FOR PURPOSES OF DETERMINING WHETHER OWNER AND ITS AFFILIATES OWN OR
LEASE AT LEAST FIFTY PERCENT (50%) OF THE HOTELS COMPRISING THE BRAND UNDER THIS
SECTION 6.1, THE EXPANSION HOTELS SHALL BE EXCLUDED AS THOUGH THE EXPANSION
HOTELS WERE NEITHER OWNED NOR LEASED BY OWNER OR ITS AFFILIATES AND AS THOUGH
THE EXPANSION HOTELS WERE NOT A PORTION OF THE HOTELS COMPRISING THE BRAND.
OWNER ALSO AGREES THAT THE HOTELS 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