Common use of Additional Responsibilities of Manager Clause in Contracts

Additional Responsibilities of Manager. Manager shall, as agent of -------------------------------------- Owner either in its own name, or in the name of Owner, perform the following additional services, or cause the same to be performed for the Hotel: (a) subject to the other terms and conditions of this Agreement, 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 (except as otherwise provided herein), for the control of credit, and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner; (b) consummate leases with respect to any commercial and office space in the Hotel and concession or other arrangements with respect to other space and facilities in the Hotel or on the Hotel grounds, provided that Owner's prior written approval shall be required for any lease having a term in excess of one (1) year and not terminable, without premium or penalty, upon not more than thirty (30) days' notice; (c) enter into any contracts for goods or services to the Hotel, provided that Owner's prior written approval shall be required for any contract (x) which provides for aggregate payments by Owner over the life of the contract (taking into account Owner's early termination rights, if any) in excess of $25,000, or (y) which has a term in excess of two (2) years; (d) subject to the prior written approval of Owner, retain legal counsel for the Hotel, which legal counsel shall perform legal services under the direction of Manager; and (e) as a part of Group Services (as herein defined), advertise and promote the Hotel in coordination with the sales and marketing programs of Manager and other Homewood Suites by Hilton(R)hotels Manager may participate in sales and promotional campaigns and activities involving complimentary rooms. Manager, in marketing and advertising the Hotel, shall have the right to use marketing and advertising services of employees of Manager and its affiliates not located at the Hotel. Manager may charge the Hotel for personnel and other costs and expenses incurred in providing such marketing and advertising services; provided that (i) Manager's allocation of such marketing and advertising costs and expenses among the hotels, including the Hotel, shall be pro rated among all hotels owned or managed by Manager and (ii) the annual allocation of any costs and expenses to the Hotel relating specifically to marketing and advertising shall not exceed $10,000.00 (which $10,000.00 amount is based upon the purchasing power of the United States dollar as of the Effective Date and shall be annually increased, if necessary, on each anniversary of the Effective Date to reflect an amount which shall have the equivalent purchasing power to said $10,000.00), without Owner's prior written consent, which shall not be unreasonably withheld.

Additional Responsibilities of Manager. Manager is authorized to perform and shall, as agent on behalf of -------------------------------------- Owner Owner, either in its own name, or in the name of Owner, perform the following additional services, or cause the same to be performed for the Hotel: (a) subject to the other terms and conditions of this Agreement, 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 (except as otherwise provided herein)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) consummate leases with respect to any the commercial and office space in the Hotel space, and concession or other arrangements with respect to other space and facilities facilities, in the Hotel or on the Hotel grounds, Hotel; provided that Owner's prior written approval shall be required for any lease lease, concession or other such arrangement having a non-terminable term in excess of one (1) year and not terminableyear, without premium if the amount of the expenditures thereunder would, or penaltyis reasonably anticipated to, upon not more than thirty (30) days' notice;exceed $50,000 in the aggregate per annum, or if Owner would be obligated thereunder to indemnify, defend, hold harmless or otherwise protect a third party; Embassy Suites __________ Management Agreement (c) enter into any contracts for goods or services to the Hotel, ; provided that that: (i) Owner's prior written approval shall be required for any contract for goods or services to the Hotel (xA) which provides for aggregate payments by Owner over the life of the contract (taking into account Owner's early termination rights, if any) in excess of $25,000, or (y) which has having a non-terminable term in excess of two one year, (2B) yearsif the amount of the expenditures thereunder would, or is reasonably anticipated to, exceed $50,000 in the aggregate per annum, or (C) if Owner would be obligated thereunder to indemnify, defend, hold harmless or otherwise protect a third party; and (ii) any contract for goods or services to the Hotel entered into with Manager or an Affiliate of Manager = (other than the License Agreement, contracts entered into as contemplated by the License Agreement and contracts specifically authorized by another provision of this Agreement, including Section 12.01), Owner's prior approval of the costs thereunder shall be required (which approval shall be deemed given if such costs are included in identified in (A) the attached Exhibit ___ or (B) the then applicable approved Operating Budget as being payable to = Manager or an Affiliate of Manager); (d) subject to compliance with the prior written approval applicable Capital Renewals Budget, make all repairs, decorations, revisions, alterations and improvements to the Hotel as shall be reasonably necessary for the proper maintenance thereof in good order, condition and repair; (e) purchase such Operating Equipment and Operating Supplies as shall be reasonably necessary for the proper operation of the Hotel; (f) apply for, and use its best effort to obtain and maintain, all licenses and permits required of Owner or Manager in connection with the operation and management of the Hotel; Owner agrees to execute and deliver any and all applications and other documents as shall be reasonably required and to otherwise cooperate, in all reasonable respects, with Manager in applying for, obtaining and maintaining such licenses and permits; (g) use its reasonable efforts to do, or cause to be done, all such acts and things in and about the Hotel as shall be reasonably necessary to comply with Legal Requirements and the terms of all insurance policies, and to discharge any lien, encumbrance or charge on or with respect to the Hotel and the operation thereof, other than Permitted Exceptions; (h) provided sufficient funds are then available in the Hotel Accounts, pay all Impositions and insurance premiums, when due (or reimburse Owner, to the extent Owner pays any such Impositions or insurance premiums on behalf of the Hotel); (i) use commercially reasonable efforts to cause the Hotel to comply with all applicable covenants and provisions of the Ground Lease (if any) and Mortgage, Embassy Suites __________ Management Agreement and pay, when due, the installments of rental under the Ground Lease (if any) and of principal and interest on the Mortgage; (j) retain legal counsel for the Hotel, which legal counsel shall perform legal services under the direction of Manager; and; (ek) as a part cooperate with Owner and any prospective purchaser, lessee, Mortgagee or other lender in connection with any proposed sale, lease or financing of Group Services or relating to the Hotel; provided, however, that Manager shall not be required to release any information that is confidential or proprietary to Manager or its Affiliates; and provided further that Owner shall reimburse Manager for any expenses incurred by Manager in connection with such cooperation when such expense is not otherwise paid or reimbursed under this Agreement; (as herein defined), advertise and promote l) institute in its own name or in the Hotel in coordination with the sales and marketing programs name of Manager and other Homewood Suites by Hilton(R)hotels Manager may participate in sales and promotional campaigns and activities involving complimentary rooms. Manager, in marketing and advertising Owner or the Hotel, and as an operating expense of the Hotel, any and all legal actions or proceedings to collect charges, rent or other income derived from the Hotel's operations or to oust or dispossess guests, tenants 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; and at the direction and expense of Owner (and not as an operating expense of the Hotel), Manager shall have take appropriate steps to challenge, protest, appeal and/or litigate to final decision in any appropriate court or forum any alleged non-compliance with Legal Requirements affecting the right Hotel or any alleged violation of any law, but only provided that (a) non-compliance with the Legal Requirements or violation of law in question during such challenge, protest, appeal or litigation does not result in the closing of any portion of the Hotel or any facility thereof and does not impose any risk of criminal or civil liability on Manager or (b) Owner complies with such Legal Requirements or remedies such violation of law to use marketing and advertising services the extent necessary to prevent any such closure or risk of employees liability; provided further that if such non-compliance with Legal Requirements or violation of law resulted from the actions of Manager in the operation of the Hotel, Manager shall bear the expense of such legal costs, which costs shall be an operating expense of the Hotel unless Manager would be obligated to indemnify Owner against the same pursuant to Subsection 12.03.2 of this Agreement; (m) collect on behalf of Owner and its affiliates not located at account for and remit to governmental authorities all Impositions collectible by the Hotel directly from patrons or guests, or as part of the sales price of any goods, services or displays, including gross receipts, admissions or similar or equivalent taxes, duties, levies or charges; (n) collect all charges, rent and other amounts due from guests, lessees and concessionaires of the Hotel and use those funds, as well as funds from other sources as may be available to the Hotel, first to pay for the expenditures stipulated in Section 7.02 and then any other financial obligations of the Hotel as Owner may direct; and Embassy Suites __________ Management Agreement (o) perform such other tasks as are customary and usual in the operation of a hotel of the class and standing of the Hotel. Owner shall be entitled to meet with the area vice president of Manager, or other responsible Manager may charge representative, on a quarterly basis to review and discuss the Hotel for personnel and other costs and expenses incurred in providing such marketing and advertising services; provided that (i) Manager's allocation operation of such marketing and advertising costs and expenses among the hotels, including the Hotel, including any substantial deviation from the operating strategies, policies or procedures which form the basis on which the current Operating Budgets were made. Manager shall be pro rated among all hotels owned reasonably consider any comments or managed by Manager and (ii) the annual allocation suggestions of any costs and expenses to the Hotel relating specifically to marketing and advertising shall not exceed $10,000.00 (which $10,000.00 amount is based upon the purchasing power of the United States dollar as of the Effective Date and shall be annually increased, if necessary, on each anniversary of the Effective Date to reflect an amount which shall have the equivalent purchasing power to said $10,000.00), without Owner's prior written consent, which shall not be unreasonably withheld.