Common use of Duties of Manager Clause in Contracts

Duties of Manager. On and after the Opening Date, the Manager shall (i) direct, supervise, manage and operate the Hotel in all aspects in an efficient and economical manner consistent with hotels of a comparable size, class and level of service having similar facilities and (ii) determine and administer the programs and policies to be followed in connection therewith, all in accordance with the provisions of this Agreement, on the condition that Manager shall not be obligated to advance any of its own funds in connection with such duties. Without limiting the generality of the foregoing, Manager shall perform each of the following functions: (a) Recruit, employ, relocate, pay, supervise and discharge all employees and personnel necessary for the operation of the Hotel (included in the foregoing shall be the determination of all personnel policies). (b) Establish all prices, rates and charges for guest rooms, meeting rooms, commercial space (including all stores, office space and lobby space), food, beverage, and other salable or rentable items comprising the Hotel and its business. (c) Negotiate and enter into, on behalf of Owner, service contracts required in the ordinary course of business in operating the Hotel including, without limitation, contracts for electricity, gas, telephone, cable, cleaning, vermin extermination, elevator and boiler maintenance, and other services which Manager deems advisable, on the condition that Manager shall not enter into any service contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (d) Negotiate and enter into, on behalf of Owner, concession agreements, leases, licenses and similar contracts for use by concessionaires, tenants, licensees and other intended users of the facilities at the Hotel, on the condition that Manager shall not enter into any agreement, lease, license or contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior written notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (e) To the extent within the control of Manager, obtain and keep in full force and effect, either in its own name on behalf of Owner or in Owner’s name, as may be required by applicable laws, any and all new, renewal and additional licenses and permits necessary to enable Manager to operate the Hotel in accordance with applicable laws including, without limitation, those licenses and permits necessary for the sale of alcoholic beverages to be consumed on premises or sold in unopened containers at (i) the Hotel, (ii) any restaurant and lounge located within the Hotel, and (iii) any other usual and customary locations where alcoholic beverages are sold within the Hotel. (f) Accord rooms to persons to whom such privileges are customarily accorded in the industry, including, without limitation, (i) employees of Manager’s parent company, pursuant to its personnel policies and subject to space availability, and (ii) such employees of Owner as Owner may from time to time designate. (g) Establish and revise, as necessary, administrative policies and procedures including, without limitation, policies and procedures for the control of revenue and expenditures, for the purchase of Operating Equipment, Operating Supplies and services, for the control of credit, and for the scheduling of maintenance. (h) Procure, or arrange for the procurement of, as agent for Owner, all replacement Operating Equipment and Operating Supplies necessary to maintain and operate the Hotel properly in the ordinary course of business. (i) Make or install, or cause to be made or installed, in the name of Owner, all normal capital repairs, decorations, renewals, revisions, alterations, rebuilds, replacements, additions, and improvements in and to the Hotel building and FF&E, in the ordinary course of business, that Manager deems necessary or appropriate for the proper operation and maintenance of the Hotel, on the condition that such items are contemplated by the Annual Business Plan for such Fiscal Year in which such action is taken. (j) Arrange and contract for all advertising and promotion of the Hotel which Manager in its reasonable discretion deems necessary or appropriate for the operation of the Hotel. (k) Open and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver to Owner the Annual Business Plans and Financial Statements, and such other information as required by this Agreement. (m) Plan, execute and supervise repairs and maintenance at the Hotel. (n) Provide the Group Services. (o) Procure and maintain insurance in accordance with Article XII. (p) Keep Owner advised as to all major policy matters affecting the Hotel. (q) To the extent within the control of Manager, operate the Hotel in compliance with the Franchise Agreement and the Mortgage. Manager shall notify Owner of any notice of violations of Franchise Agreement or Mortgage received by Manager. (r) Conduct such other operations from time to time as may be required under this Agreement.

Duties of Manager. On MANAGER is hereby authorized and after the Opening Date, the Manager shall (i) direct, supervise, manage and operate the Hotel in directed by OWNER to do all aspects in an efficient and economical manner consistent with hotels of a comparable size, class and level of service having similar facilities and (ii) determine and administer the programs and policies to be followed in connection therewith, all in accordance with the provisions of this Agreement, on the condition that Manager shall not be obligated to advance any of its own funds in connection with such duties. Without limiting the generality of the foregoing, Manager shall perform each of the following functionsand agrees, in each case on behalf of and at the expense of OWNER, to: (a) Recruit, employ, relocatesupervise and direct the general operations of the Plant and operate it efficiently and effectively; (b) hire, pay, supervise and discharge all employees necessary to properly maintain and personnel necessary for operate the operation Plant in accordance with OWNER's terms and conditions of employment, provided, however, that MANAGER shall obtain the Hotel (included in approval of OWNER prior to reassigning or terminating the foregoing shall be the determination of all personnel policies). (b) Establish all prices, rates and charges for guest rooms, meeting rooms, commercial space (including all stores, office space and lobby space), food, beverage, and other salable or rentable items comprising the Hotel and its business. (c) Negotiate and enter into, on behalf of Owner, service contracts required in the ordinary course of business in operating the Hotel including, without limitation, contracts for electricity, gas, telephone, cable, cleaning, vermin extermination, elevator and boiler maintenance, and other services which Manager deems advisable, on the condition that Manager shall not enter into any service contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior notice without the prior written consent of OwnerPlant Controller, which consent approval shall not be unreasonably withheld., and cause to be prepared and timely filed and paid all necessary returns, forms and payments in connection with unemployment insurance, withholding, social security and other like benefits and taxes, all such employees to be employees of OWNER and not of MANAGER (notwithstanding the above, OWNER shall retain the right to unilaterally terminate the services of the Plant Controller); (c) prepare or cause to be prepared for review and approval of OWNER an annual operating budget setting forth the anticipated income and expenses for the Plant for the ensuing year, a comparison of such budget to the income and expenses of the preceding and current years, and any required explanations with respect thereto; (d) Negotiate set up and enter intokeep in good order separate, on behalf accurate and adequate accounting records to be maintained for OWNER, and maintain orderly files containing income records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers, and all other documents pertaining to the Plant or the operation thereof, and prepare or cause to be prepared for OWNER monthly and annual statements of Owner, concession agreements, leases, licenses and similar contracts for use by concessionaires, tenants, licensees and other intended users account as of the facilities at the Hotelend of each month and year, on the condition that Manager shall not enter into any agreement, lease, license or contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior written notice without the prior written consent of Owner, which consent shall not be unreasonably withheld.all in accordance with paragraph 28; (e) To check all bills received for services, work and supplies ordered in connection with maintaining and operating the extent within the control of ManagerPlant and pay, obtain and keep in full force and effectwith OWNER's funds, either in its own name on behalf of Owner or in Owner’s name, as may be required by applicable laws, any and all new, renewal and additional licenses and permits necessary to enable Manager to operate the Hotel in accordance with applicable laws including, without limitation, those licenses and permits necessary for the sale of alcoholic beverages cause to be consumed on premises or sold in unopened containers at (i) the Hotelpaid all such expenses, (ii) any restaurant mortgage interest and lounge located within the Hotelamortization, ground rent, water charges, sewer rent, assessments, real estate taxes, and (iii) any other usual taxes assessed against the Plant as and customary locations where alcoholic beverages are sold within when the Hotel.same shall become due and payable; (f) Accord rooms establish and maintain the Accounts; collect payments from customers of the Plant and take any and all actions MANAGER deems necessary or desirable to persons collect such payments; deposit such payments into, and withdraw or disburse such amounts from, the Accounts; all in accordance with paragraph 12. (g) comply with all covenants of OWNER under the terms of any mortgage loan affecting the Plant, subject to whom such privileges are customarily accorded OWNER's duties in paragraph 6(a); (h) cause to be effected and maintained on the industry, including, without limitation, Plant the insurance referred to in paragraph 29; (i) employees notify OWNER and applicable insurance carriers of Manager’s parent companypolicies under paragraph 29 of any serious bodily injury (including death) to any Person and any substantial property damage, pursuant or claims as to either, that MANAGER has knowledge of or should have knowledge of, and deliver to OWNER any legal process received by it which affects or may affect OWNER or the Plant; (j) contract for and cause the purchase of all services, grains, supplies and other materials necessary for the Plant to produce the Products and contract for and cause the marketing and sale of the Products; provided, however, MANAGER shall not contract with an affiliate of MANAGER for any of the items stated in this paragraph 3(j), without the prior approval of OWNER; (k) contract for electricity, natural gas, water, waste water, fuel oil, rubbish and snow removal, vermin extermination and such other services or such of them as MANAGER deems necessary or advisable, provided, however, MANAGER shall not contract for electricity, natural gas, water and waste water without the prior approval of OWNER; (l) contract for and cause the Plant and all fixtures, furnishings, equipment, supplies, tools, and other materials and facilities thereof to be maintained in good order and condition; to cause all routine repairs, replacements and alterations to be made thereto; and to purchase such items MANAGER deems necessary or desirable for the operation and maintenance of the Plant; provided, however, that MANAGER shall not contract for any particular item involving an expenditure in excess of $15,000, other than budgeted items, without the prior approval of OWNER except in circumstances which MANAGER reasonably believes constitutes an emergency requiring immediate action for the preservation or safety of the Plant or its personnel policies occupants or to avoid the suspension of any necessary service; (m) use its best efforts to cause the Plant and subject its operations to space availabilitycomply with all applicable laws and regulations; (n) act in compliance with OWNER's Operating Agreement and other governing documents provided that (i) MANAGER has actual knowledge of OWNER's Operating Agreement and other governing documents, and any amendments thereto, and (ii) such employees the terms of Owner as Owner may from time to time designate. (g) Establish and revise, as necessary, administrative policies and procedures including, without limitation, policies and procedures for the control of revenue and expenditures, for the purchase of Operating Equipment, Operating Supplies and services, for the control of credit, and for the scheduling of maintenance. (h) Procure, this Agreement shall not altered or arrange for the procurement of, as agent for Owner, all replacement Operating Equipment and Operating Supplies necessary to maintain and operate the Hotel properly in the ordinary course of business. (i) Make or install, or cause to be made or installed, in the name of Owner, all normal capital repairs, decorations, renewals, revisions, alterations, rebuilds, replacements, additions, and improvements in and to the Hotel building and FF&E, in the ordinary course of business, that Manager deems necessary or appropriate for the proper operation and maintenance amended by any of the Hotel, on the condition that such items are contemplated by the Annual Business Plan for such Fiscal Year in which such action is taken. (j) Arrange terms of OWNER's Operating Agreement and contract for all advertising other governing documents and promotion of the Hotel which Manager in its reasonable discretion deems necessary or appropriate for the operation of the Hotel. (k) Open and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver to Owner the Annual Business Plans and Financial Statements, and such other information as required by this Agreement. (m) Plan, execute and supervise repairs and maintenance at the Hotel. (n) Provide the Group Services.any amendments thereto; (o) Procure reasonably cooperate with OWNER and maintain insurance its attorneys and accountants in accordance with Article XII.making any disclosures required by the Securities Act of 1933 and the Securities Exchange Act of 1934 or any other securities laws; (p) Keep Owner advised recommend and, subject to the approval of OWNER, cause all such acts and things to be done in or about the Plant as shall be necessary to comply with any and all major policy matters orders or violations affecting the Hotel.Plant placed thereon by any federal, state or municipal authority having jurisdiction thereover, subject to OWNER's duties in paragraph 6(a); (q) To cooperate with OWNER's accountants in regard to the extent within the control preparation and filing on behalf of Manager, operate the Hotel in compliance with the Franchise Agreement and the Mortgage. Manager shall notify Owner OWNER of any notice of violations of Franchise Agreement income or Mortgage received by Manager.other tax return; and (r) Conduct such other operations from time provide benchmarking services to time OWNER as may be required under this Agreementdescribed on EXHIBIT A attached hereto.

Duties of Manager. On Subject to the conditions or limitations set forth herein, to such written instructions as may from time to time be imposed or given by Owner, and after to the Opening Date, requirements of any law or administrative enactment applicable to the Manager shall (i) direct, supervise, manage and operate the Hotel in all aspects in an efficient and economical manner consistent with hotels of a comparable size, class and level of service having similar facilities and (ii) determine and administer the programs and policies to be followed in connection therewith, all in accordance with the provisions of this Agreement, on the condition that Manager shall not be obligated to advance any of its own funds in connection with such duties. Without limiting the generality of the foregoingProperty, Manager shall perform each of the following functionsfollowing: a. Use its best efforts to lease and keep leased to desirable tenants, at best possible rentals and terms, all space held for lease. Manager shall abide by the provisions of any deed of trust, lease, or other agreements, now, or hereafter affecting such property (a) Recruit, employ, relocate, pay, supervise and discharge copies of all employees and personnel necessary for the operation of the Hotel (included in the foregoing such documents shall be the determination of all personnel policiesprovided Manager). (b) Establish all prices, rates and charges for guest rooms, meeting rooms, commercial space (including all stores, office space and lobby space), food, beverage, and other salable or rentable items comprising b. At the Hotel and its business. (c) Negotiate and enter into, on behalf expense of Owner, service contracts required promote such leasing by such use of advertising, floor plans, circulars, promotional aids and economic survey as it deems appropriate. c. Deal appropriately with all inquiries relating to leases and lease renewals referred to it by the Owner, and all negotiations connected therewith sh211 be conducted by the Manager or under its direction. d. Use its best efforts to collect rent and other income from the Property. The Manager may, with the approval of Owner, compromise claims for such rent and other income and, at the expense of and with the approval of the Owner, institute legal proceedings in its own name or in the name of the Owner (subject to real party in interest limitations) to collect the same, to oust or dispossess tenants or others occupying such real estate interest and otherwise to enforce the rights of the Owner with respect thereto. e. At the expense of the Owner, cause to be made such ordinary course repairs, alterations, and improvements to the real estate interests of business in operating the Hotel Owner and purchase such supplies and equipment for the maintenance and operation of such real estate interests as may be advisable or necessary (including, without limitation, contracts for electricitysuch charges and expenses necessary to maintain the Property in at least as good condition, gasin all respects, telephone, cable, cleaning, vermin extermination, elevator and boiler maintenance, and other services which Manager deems advisable, on the condition that Manager shall not enter into any service contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (d) Negotiate and enter into, on behalf of Owner, concession agreements, leases, licenses and similar contracts for use by concessionaires, tenants, licensees and other intended users as of the facilities at the Hotel, on the condition that Manager shall not enter into any agreement, lease, license or contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90date hereof) days prior written notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (e) To the extent within the control of Manager, obtain and keep in full force and effect, either in its own name on behalf of Owner or in Owner’s name, further to provide such additional services to tenants as may be required by applicable lawstheir leases. f. At the expense of Owner, control and arrange for the payment of the cost, maintenance, and repairs but not incur extraordinary expenditures for any one invoice in excess of $2,500 without the approval of the Owner, except in those cases when, in its opinion as emergency necessitates so doing before the approval of the Owner can reasonably be obtained, or provided, however, that all such cases shall be reported to the Owner, with all reasonable promptness. g. Contract on behalf of the Owner and all newat the expense of the Owner and pay for gas, renewal electricity, steam, telephone, common area maintenance, vermin exterminations, and additional licenses other services as may be advisable or appropriate in the operation and permits necessary maintenance of the Property. It is understood that Manager is not assuming any obligation to enable Manager to operate the Hotel in accordance with applicable laws including, without limitation, those licenses pay said charges or expense out of its own funds. h. Engage and permits discharge such employees as it deems necessary for the sale operation and maintenance of alcoholic beverages the real estate interests of the Owner. Such employees shall be in the employ of the Manager, or such local agent or agents as may be retained by the Manager, and not in the employ of the Owner, however, Owner shall reimburse Manager for all salary, benefits, FICA and other direct employee expenses incurred by Agent for onsite personnel exclusive to this Property. The Owner further agree that for one year following termination of the Management .4greement: said Owner or Asset Manager will not attempt to hire or employ any employee of the Manager without receiving prior approval from the Manager. i. On behalf of the Owner and at the expense of the Owner, pay mortgage interest and amortization, real estate taxes, water and sewer charges, and other charges or assessments of every nature with respect to the real estate interests of the Owner. The Manager may, in its discretion reasonably exercise, defend against and seek revision of, or appeal from, any assessment or charge which it deems improper and all such actions may be consumed taken in its name or in the name of the Owner subject to real party in interest limitations. All monies so paid shall be from Owner funds. j. Purchase on premises behalf of, with the approval or sold and at the expense of the Owner such insurance of every nature advisable to protect the real estate interests of the Owner, including but not limited to fire insurance, with extended coverage, boiler, elevator, public liability and Workmen’s Compensation Insurance. The Owner and the Manager shall be named as parties in unopened containers interest in such policies of insurance and the policies or certificates of insurance shall be delivered to Owner. k. Use its best efforts to comply with all building codes, zoning and licensing requirements, and other requirements of the duly constituted federal. state: and local governmental authorities with respect to the real estate interests. 1. Maintain one local separate b a d account for the deposit of funds received pursuant to this Agreement and to make disbursements therefrom pursuant to this Agreement. m. Maintain authorized representatives available at all reasonable times, upon or in close proximity to such Property, for the purpose of maintaining good tenant relations and otherwise performing its duties herein. n. Maintain complete and accurate records of all transactions relating to the Property interests of the Owner and make such records available for inspection by the Owner or its representatives at reasonable times. o. Render to the Owner a monthly statement of receipts and disbursements and of its compensation hereunder with respect to the subject real estate, which shall also contain such additional material information which may be requested by Owner, including without limitation (i) such information and reports as may be required by the Hotel, (ii) any restaurant and lounge located within the Hotel, and (iii) any other usual and customary locations where alcoholic beverages are sold within the Hotel. (f) Accord rooms to persons to whom Deeds of Trust affecting such privileges are customarily accorded in the industry, including, without limitation, (i) employees of Manager’s parent company, pursuant to its personnel policies and subject to space availabilityProperty, and (ii) such employees descriptions of Owner as Owner may from time any repair, alteration, or improvement which is deemed by Manager to time designate. (g) Establish and revise, as be necessary, administrative policies and procedures including, without limitation, policies and procedures for the control of revenue and expenditures, for the purchase of Operating Equipment, Operating Supplies and services, for the control of credit, and for the scheduling of maintenance. (h) Procuredesirable, or arrange for appropriate to preserve or improve the procurement of, as agent for Owner, all replacement Operating Equipment appearance - and Operating Supplies necessary to maintain and operate the Hotel properly in the ordinary course tenantability of business. (i) Make or install, or cause to be made or installed, in the name of Owner, all normal capital repairs, decorations, renewals, revisions, alterations, rebuilds, replacements, additions, and improvements in and to the Hotel building and FF&E, in the ordinary course of business, that Manager deems necessary or appropriate for the proper operation and maintenance of the Hotel, on the condition that such items are contemplated by the Annual Business Plan for such Fiscal Year in which such action is taken. (j) Arrange and contract for all advertising and promotion of the Hotel which Manager in its reasonable discretion deems necessary or appropriate for the operation of the Hotel. (k) Open and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver to Owner the Annual Business Plans and Financial Statements, and such other information as required by this Agreement. (m) Plan, execute and supervise repairs and maintenance at the Hotel. (n) Provide the Group Services. (o) Procure and maintain insurance in accordance with Article XII. (p) Keep Owner advised as to all major policy matters affecting the Hotel. (q) To the extent within the control of Manager, operate the Hotel in compliance with the Franchise Agreement and the MortgageProperty. Manager shall notify in such statements fully itemize all such disbursements and provide Owner with copies of any notice all statements invoices, bills, or other evidence of violations amounts which have been so discharged, together with a description of Franchise Agreement or Mortgage received by Managerthe nature and purpose of such expenditures. (r) Conduct p. Remit to the Owner, together with such other operations from time monthly statements, the net balance due to time the Owner as may be required under this Agreementreflected on a summary of such statements after deducting the compensation provided for in Paragraph 4 hereof.

Duties of Manager. On MANAGER is hereby authorized and after the Opening Date, the Manager shall (i) direct, supervise, manage and operate the Hotel in directed by OWNER to do all aspects in an efficient and economical manner consistent with hotels of a comparable size, class and level of service having similar facilities and (ii) determine and administer the programs and policies to be followed in connection therewith, all in accordance with the provisions of this Agreement, on the condition that Manager shall not be obligated to advance any of its own funds in connection with such duties. Without limiting the generality of the foregoing, Manager shall perform each of the following functionsand agrees, in each case on behalf of and at the expense of OWNER, to: (a) Recruit, employ, relocatesupervise and direct the general operations of the Plant and operate it efficiently and effectively; (b) hire, pay, supervise and discharge all employees necessary to properly maintain and personnel necessary for operate the operation Plant in accordance with OWNER's terms and conditions of employment, provided, however, that MANAGER shall obtain the Hotel (included in approval of OWNER prior to reassigning or terminating the foregoing shall be the determination of all personnel policies). (b) Establish all prices, rates and charges for guest rooms, meeting rooms, commercial space (including all stores, office space and lobby space), food, beverage, and other salable or rentable items comprising the Hotel and its business. (c) Negotiate and enter into, on behalf of Owner, service contracts required in the ordinary course of business in operating the Hotel including, without limitation, contracts for electricity, gas, telephone, cable, cleaning, vermin extermination, elevator and boiler maintenance, and other services which Manager deems advisable, on the condition that Manager shall not enter into any service contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior notice without the prior written consent of OwnerPlant Controller, which consent approval shall not be unreasonably withheld., and cause to be prepared and timely filed and paid all necessary returns, forms and payments in connection with unemployment insurance, withholding, social security and other like benefits and taxes, all such employees to be employees of OWNER and not of MANAGER (notwithstanding the above, OWNER shall retain the right to unilaterally terminate the services of the Plant Controller); (c) prepare or cause to be prepared for review and approval of OWNER an annual operating budget setting forth the anticipated income and expenses for the Plant for the ensuing year, a comparison of such budget to the income and expenses of the preceding and current years, and any required explanations with respect thereto; (d) Negotiate set up and enter intokeep in good order separate, on behalf accurate and adequate accounting records to be maintained for OWNER, and maintain orderly files containing income records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers, and all other documents pertaining to the Plant or the operation thereof, and prepare or cause to be prepared for OWNER monthly and annual statements of Owner, concession agreements, leases, licenses and similar contracts for use by concessionaires, tenants, licensees and other intended users account as of the facilities at the Hotelend of each month and year, on the condition that Manager shall not enter into any agreement, lease, license or contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior written notice without the prior written consent of Owner, which consent shall not be unreasonably withheld.all in accordance with paragraph 28; (e) To check all bills received for services, work and supplies ordered in connection with maintaining and operating the extent within the control of ManagerPlant and pay, obtain and keep in full force and effectwith OWNER's funds, either in its own name on behalf of Owner or in Owner’s name, as may be required by applicable laws, any and all new, renewal and additional licenses and permits necessary to enable Manager to operate the Hotel in accordance with applicable laws including, without limitation, those licenses and permits necessary for the sale of alcoholic beverages cause to be consumed on premises or sold in unopened containers at (i) the Hotelpaid all such expenses, (ii) any restaurant mortgage interest and lounge located within the Hotelamortization, ground rent, water charges, sewer rent, assessments, real estate taxes, and (iii) any other usual taxes assessed against the Plant as and customary locations where alcoholic beverages are sold within when the Hotel.same shall become due and payable; (f) Accord rooms establish and maintain the Accounts; collect payments from customers of the Plant and take any and all actions MANAGER deems necessary or desirable to persons collect such payments; deposit such payments into, and withdraw or disburse such amounts from, the Accounts; all in accordance with paragraph 12. (g) comply with all covenants of OWNER under the terms of any mortgage loan affecting the Plant, subject to whom such privileges are customarily accorded OWNER's duties in paragraph 6(a); (h) cause to be effected and maintained on the industry, including, without limitation, Plant the insurance referred to in paragraph 29; (i) employees notify OWNER and applicable insurance carriers of Manager’s parent companypolicies under paragraph 29 of any serious bodily injury (including death) to any Person and any substantial property damage, pursuant or claims as to either, that MANAGER has knowledge of or should have knowledge of, and deliver to OWNER any legal process received by it which affects or may affect OWNER or the Plant; (j) contract for and cause the purchase of all services, grains, supplies and other materials necessary for the Plant to produce the Products and contract for and cause the marketing and sale of the Products; provided, however, MANAGER shall not contract with an affiliate of MANAGER for any of the items stated in this paragraph 3(j), without the prior approval of OWNER; (k) contract for electricity, natural gas, water, waste water, fuel oil, rubbish and snow removal, vermin extermination and such other services or such of them as MANAGER deems necessary or advisable, provided, however, MANAGER shall not contract for electricity, natural gas, water and waste water without the prior approval of OWNER; (l) contract for and cause the Plant and all fixtures, furnishings, equipment, supplies, tools, and other materials and facilities thereof to be maintained in good order and condition; to cause all routine repairs, replacements and alterations to be made thereto; and to purchase such items MANAGER deems necessary or desirable for the operation and maintenance of the Plant; provided, however, that MANAGER shall not contract for any particular item involving an expenditure in excess of $15,000, other than budgeted items, without the prior approval of OWNER except in circumstances which MANAGER reasonably believes constitutes an emergency requiring immediate action for the preservation or safety of the Plant or its personnel policies occupants or to avoid the suspension of any necessary service; (m) use its best efforts to cause the Plant and subject its operations to space availabilitycomply with all applicable laws and regulations; (n) act in compliance with OWNER's Operating Agreement and other governing documents provided that (i) MANAGER has actual knowledge of OWNER's Operating Agreement and other governing documents, and any amendments thereto, and (ii) such employees the terms of Owner as Owner may from time to time designate. (g) Establish and revise, as necessary, administrative policies and procedures including, without limitation, policies and procedures for the control of revenue and expenditures, for the purchase of Operating Equipment, Operating Supplies and services, for the control of credit, and for the scheduling of maintenance. (h) Procure, this Agreement shall not altered or arrange for the procurement of, as agent for Owner, all replacement Operating Equipment and Operating Supplies necessary to maintain and operate the Hotel properly in the ordinary course of business. (i) Make or install, or cause to be made or installed, in the name of Owner, all normal capital repairs, decorations, renewals, revisions, alterations, rebuilds, replacements, additions, and improvements in and to the Hotel building and FF&E, in the ordinary course of business, that Manager deems necessary or appropriate for the proper operation and maintenance amended by any of the Hotel, on the condition that such items are contemplated by the Annual Business Plan for such Fiscal Year in which such action is taken. (j) Arrange terms of OWNER's Operating Agreement and contract for all advertising other governing documents and promotion of the Hotel which Manager in its reasonable discretion deems necessary or appropriate for the operation of the Hotel. (k) Open and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver to Owner the Annual Business Plans and Financial Statements, and such other information as required by this Agreement. (m) Plan, execute and supervise repairs and maintenance at the Hotel. (n) Provide the Group Services.any amendments thereto; (o) Procure reasonably cooperate with OWNER and maintain insurance its attorneys and accountants in accordance with Article XII.making any disclosures required by the Securities Act of 1933 and the Securities Exchange Act of 1934 or any other securities laws; (p) Keep Owner advised recommend and, subject to the approval of OWNER, cause all such acts and things to be done in or about the Plant as shall be necessary to comply with any and all major policy matters orders or 4 violations affecting the Hotel.Plant placed thereon by any federal, state or municipal authority having jurisdiction thereover, subject to OWNER's duties in paragraph 6(a); (q) To cooperate with OWNER's accountants in regard to the extent within the control preparation and filing on behalf of Manager, operate the Hotel in compliance with the Franchise Agreement and the Mortgage. Manager shall notify Owner OWNER of any notice of violations of Franchise Agreement income or Mortgage received by Manager.other tax return; and (r) Conduct such other operations from time provide benchmarking services to time OWNER as may be required under this Agreementdescribed on EXHIBIT A attached hereto.

Duties of Manager. On MANAGER is hereby authorized and after the Opening Date, the Manager shall (i) direct, supervise, manage and operate the Hotel in directed by OWNER to do all aspects in an efficient and economical manner consistent with hotels of a comparable size, class and level of service having similar facilities and (ii) determine and administer the programs and policies to be followed in connection therewith, all in accordance with the provisions of this Agreement, on the condition that Manager shall not be obligated to advance any of its own funds in connection with such duties. Without limiting the generality of the foregoing, Manager shall perform each of the following functionsand agrees, in each case on behalf of and at the expense of OWNER, to: (a) Recruit, employ, relocateuse commercially reasonable efforts to obtain permits and licenses required for the construction and/or operation of the Plant and ensure the continous compliance with all regulatory matters to which the plant may be subject; (b) perform start up and operational monitoring and reporting and conduct review of physical performance compared to plan and compared to vendor guarantees; (c) supervise and direct the general operations of the Plant and operate it efficiently and effectively; (d) hire, pay, supervise and discharge all employees necessary to properly maintain and personnel operate the Plant in accordance with OWNER’s terms and conditions of employment and cause to be prepared and timely filed and paid all necessary for returns, forms and payments in connection with unemployment insurance, withholding, social security and other like benefits and taxes, all such employees are to be employees of MANAGER and not of OWNER (notwithstanding the operation above, OWNER shall retain the right to unilaterally terminate the services of the Hotel (included in Plant Manager and/or the foregoing shall be the determination of all personnel policiesPlant Controller). (b) Establish all prices, rates and charges for guest rooms, meeting rooms, commercial space (including all stores, office space and lobby space), food, beverage, and other salable or rentable items comprising the Hotel and its business. (c) Negotiate and enter into, on behalf of Owner, service contracts required in the ordinary course of business in operating the Hotel including, without limitation, contracts for electricity, gas, telephone, cable, cleaning, vermin extermination, elevator and boiler maintenance, and other services which Manager deems advisable, on the condition that Manager shall not enter into any service contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (d) Negotiate and enter into, on behalf of Owner, concession agreements, leases, licenses and similar contracts for use by concessionaires, tenants, licensees and other intended users of the facilities at the Hotel, on the condition that Manager shall not enter into any agreement, lease, license or contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior written notice without the prior written consent of Owner, which consent shall not be unreasonably withheld.; (e) To prepare or cause to be prepared for review and approval of OWNER an annual operating budget setting forth the extent within the control of Manager, obtain anticipated income and keep in full force and effect, either in its own name on behalf of Owner or in Owner’s name, as may be required by applicable laws, any and all new, renewal and additional licenses and permits necessary to enable Manager to operate the Hotel in accordance with applicable laws including, without limitation, those licenses and permits necessary expenses for the sale Plant for the ensuing year, a comparison of alcoholic beverages such budget to be consumed on premises or sold in unopened containers at (i) the Hotel, (ii) any restaurant income and lounge located within expenses of the Hotelpreceding and current years, and (iii) any other usual and customary locations where alcoholic beverages are sold within the Hotel.required explanations with respect thereto; (f) Accord rooms set up and keep in good order separate, accurate and adequate accounting records to persons be maintained for OWNER, and maintain orderly files containing income records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers, and all other documents pertaining to whom the Plant or the operation thereof, and prepare or cause to be prepared for OWNER monthly and annual statements of account as of the end of each month and year, all in accordance with paragraph 28; (g) check all bills received for services, work and supplies ordered in connection with maintaining and operating the Plant and pay, with OWNER’s funds, or cause to be paid all such privileges are customarily accorded expenses, mortgage interest and amortization, ground rent, water charges, sewer rent, assessments, real estate taxes, and other taxes assessed against the Plant as and when the same shall become due and payable; (h) establish and maintain the Accounts; collect payments from customers of the Plant and take any and all actions MANAGER deems necessary or desirable to collect such payments; deposit such payments into, and withdraw or disburse such amounts from, the Accounts; all in the industry, including, without limitation, accordance with paragraph 12. (i) employees comply with all covenants of Manager’s parent companyOWNER under the terms of any mortgage loan affecting the Plant, pursuant to its personnel policies and subject to space availabilityOWNER’s duties in paragraph 6(a); (j) cause to be effected and maintained on the Plant the insurance referred to in paragraph 29; (k) notify OWNER and applicable insurance carriers of policies under paragraph 29 of any serious bodily injury (including death) to any Person and any substantial property damage, or claims as to either, that MANAGER has knowledge of or should have knowledge of, and deliver to OWNER any legal process received by it which affects or may affect OWNER or the Plant; (l) contract for and cause the purchase of all services, grains, supplies and other materials necessary for the Plant to produce the Products and contract for and cause the marketing and sale of the Products; provided, however, MANAGER shall not contract with an affiliate of MANAGER for any of the items stated in this paragraph 3(l) without the prior approval of OWNER; (m) contract for electricity, natural gas, water, waste water treatment or disposal, fuel oil, rubbish and snow removal, vermin extermination and such other services or such of them as MANAGER deems necessary or advisable; (n) contract for and cause the Plant and all fixtures, furnishings, equipment, supplies, tools, and other materials and facilities thereof to be maintained in good order and condition; to cause all routine repairs, replacements and alterations to be made thereto; and to purchase such items MANAGER deems necessary or desirable for the operation and maintenance of the Plant, all in such amounts as may be within OWNER’s budget and/or as may be authorized by OWNER’s board of directors from time to time, except in circumstances which MANAGER reasonably believes constitute an emergency requiring immediate action for the preservation or safety of the Plant or its occupants or to avoid the suspension of any necessary service; (o) use commercially reasonable efforts to cause the Plant and its operations to comply with all applicable laws and regulations; (p) act in compliance with OWNER’s operating agreement, as amended from time to time, and other governing documents provided that (i) MANAGER has actual knowledge of OWNER’s operating agreement and other governing documents, and any amendments thereto, and (ii) such employees the terms of Owner as Owner may from time to time designate. (g) Establish and revise, as necessary, administrative policies and procedures including, without limitation, policies and procedures for the control of revenue and expenditures, for the purchase of Operating Equipment, Operating Supplies and services, for the control of credit, and for the scheduling of maintenance. (h) Procure, this Agreement shall not be altered or arrange for the procurement of, as agent for Owner, all replacement Operating Equipment and Operating Supplies necessary to maintain and operate the Hotel properly in the ordinary course of business. (i) Make or install, or cause to be made or installed, in the name of Owner, all normal capital repairs, decorations, renewals, revisions, alterations, rebuilds, replacements, additions, and improvements in and to the Hotel building and FF&E, in the ordinary course of business, that Manager deems necessary or appropriate for the proper operation and maintenance amended by any of the Hotel, on the condition that such items are contemplated by the Annual Business Plan for such Fiscal Year in which such action is taken. (j) Arrange terms of OWNER’s operating agreement and contract for all advertising other governing documents and promotion of the Hotel which Manager in its reasonable discretion deems necessary or appropriate for the operation of the Hotel. (k) Open and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver to Owner the Annual Business Plans and Financial Statements, and such other information as required by this Agreement. (m) Plan, execute and supervise repairs and maintenance at the Hotel. (n) Provide the Group Services. (o) Procure and maintain insurance in accordance with Article XII. (p) Keep Owner advised as to all major policy matters affecting the Hotel.any amendments thereto; (q) To reasonably cooperate with OWNER and its attorneys and accountants in making any disclosures required by the extent within the control Securities Act of Manager, operate the Hotel in compliance with the Franchise Agreement 1933 and the Mortgage. Manager shall notify Owner Securities Exchange Act of 1934 or any notice of violations of Franchise Agreement or Mortgage received by Manager.other securities laws; (r) Conduct recommend and, subject to the approval of OWNER, cause all such acts and things to be done in or about the Plant as shall be necessary to comply with any and all orders or violations affecting the Plant placed thereon by any federal, state, county or municipal authority having jurisdiction thereover, subject to OWNER’s duties in paragraph 6(a); (s) cooperate with OWNER’s accountants in regard to the preparation and filing on behalf of OWNER of any income or other operations from time tax return; and (t) adhere to time as may be required under this Agreementany policies or procedures announced by OWNER’s board of directors related to the duties of the MANAGER described above.

Duties of Manager. On and after (a) Subject to the Opening Dategeneral supervision of the Board, the Manager shall manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Manager: (i) directshall provide supervision of each Fund’s assets, supervisefurnish a continuous investment program for each Fund in accordance with each Fund’s Prospectus and Statement of Additional Information (“SAI”) included as part of the Trust’s registration statement filed with the SEC, manage and operate shall determine, from time to time, what investments or securities will be purchased, retained or sold by each Fund and what portion of the Hotel in all aspects in an efficient and economical manner consistent with hotels assets of a comparable size, class and level of service having similar facilities and each Fund will be invested or held uninvested as cash; (ii) determine shall provide periodic reports to the Trust’s Board of Trustees concerning the Manager’s discharge of its duties and administer responsibilities under this Agreement as the programs and policies to be followed in connection therewithBoard of Trustees shall reasonably request; (iii) shall vote, all or in accordance with the provisions Manager’s proxy voting policies, procedures and guidelines cause to be voted, proxies, exercise consents, and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the voting policies and procedures approved by the Board; (iv) shall, as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by the Manager as able to provide “best execution” of such orders for the Funds. However, this Agreement, on the condition that Manager responsibility shall not be obligated deemed to advance obligate the Manager to solicit competitive bids for each transaction. The Manager agrees that it will not execute any of its own funds portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in connection with such duties. Without limiting the generality ▇▇▇▇ ▇▇▇) of the foregoing, Manager except pursuant to the Trust’s Board-approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions. “Best execution” shall perform each of the following functions: (a) Recruit, employ, relocate, pay, supervise mean prompt and discharge all employees and personnel necessary for the operation of the Hotel (included in the foregoing shall be the determination of all personnel policies). (b) Establish all prices, rates and charges for guest rooms, meeting rooms, commercial space (including all stores, office space and lobby space), food, beverage, and other salable or rentable items comprising the Hotel and its business. (c) Negotiate and enter into, on behalf of Owner, service contracts required in the ordinary course of business in operating the Hotel including, without limitation, contracts for electricity, gas, telephone, cable, cleaning, vermin extermination, elevator and boiler maintenance, and other services which Manager deems advisable, on the condition that Manager shall not enter into any service contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (d) Negotiate and enter into, on behalf of Owner, concession agreements, leases, licenses and similar contracts for use by concessionaires, tenants, licensees and other intended users of the facilities reliable execution at the Hotelmost favorable securities price, on taking into account the condition that other provisions hereinafter set forth. Whenever the Manager shall not enter into any agreementplaces orders, lease, license or contract contemplated by this subsection that is not cancelable by Owner on a maximum directs the placement of ninety (90) days prior written notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (e) To the extent within the control of Manager, obtain and keep in full force and effect, either in its own name on behalf of Owner or in Owner’s name, as may be required by applicable laws, any and all new, renewal and additional licenses and permits necessary to enable Manager to operate the Hotel in accordance with applicable laws including, without limitation, those licenses and permits necessary for the sale of alcoholic beverages to be consumed on premises or sold in unopened containers at (i) the Hotel, (ii) any restaurant and lounge located within the Hotel, and (iii) any other usual and customary locations where alcoholic beverages are sold within the Hotel. (f) Accord rooms to persons to whom such privileges are customarily accorded in the industry, including, without limitation, (i) employees of Manager’s parent company, pursuant to its personnel policies and subject to space availability, and (ii) such employees of Owner as Owner may from time to time designate. (g) Establish and revise, as necessary, administrative policies and procedures including, without limitation, policies and procedures for the control of revenue and expendituresorders, for the purchase or sale of Operating Equipment, Operating Supplies and services, for the control portfolio securities on behalf of credit, and for the scheduling of maintenance. (h) Procure, or arrange for the procurement of, as agent for Owner, all replacement Operating Equipment and Operating Supplies necessary to maintain and operate the Hotel properly in the ordinary course of business. (i) Make or install, or cause to be made or installedeach Fund, in selecting brokers or dealers to execute such orders, the name of OwnerManager is expressly authorized to consider the fact that a broker or dealer has furnished statistical, all normal capital repairs, decorations, renewals, revisions, alterations, rebuilds, replacements, additions, and improvements in and to the Hotel building and FF&E, in the ordinary course of business, that Manager deems necessary research or appropriate for the proper operation and maintenance of the Hotel, on the condition that such items are contemplated by the Annual Business Plan for such Fiscal Year in which such action is taken. (j) Arrange and contract for all advertising and promotion of the Hotel which Manager in its reasonable discretion deems necessary or appropriate for the operation of the Hotel. (k) Open and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver to Owner the Annual Business Plans and Financial Statements, and such other information as required by this Agreement. (m) Plan, execute or services that may enhance the Manager’s research and supervise repairs and maintenance at the Hotel. (n) Provide the Group Services. (o) Procure and maintain insurance portfolio management capability generally. It is further understood in accordance with Article XII. Section 28(e) of Securities Exchange Act of 1934 Act, amended (p“1934 Act”), that the Manager may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactions, provided that the Manager determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) Keep Owner advised as provided by such broker, viewed in terms either of each Fund or the Manager’s overall responsibilities to all major policy matters affecting the Hotel. (q) To the extent within the control of Manager, operate the Hotel in compliance with the Franchise Agreement and the Mortgage. Manager shall notify Owner of any notice of violations of Franchise Agreement or Mortgage received by Manager. (r) Conduct such other operations from time to time as may be required under this Agreement.’s discretionary accounts;

Duties of Manager. On RCC shall, on behalf of and after as agent for and at the Opening Dateexpense of OWNER, perform all services reasonably required in connection with the Manager prudent day-to-day management and operation of the PROJECTS. RCC agrees to provide and perform the services and duties required of it in a prudent manner, and shall (i) direct, supervise, diligently and faithfully manage and operate the Hotel in all aspects in an efficient and economical manner consistent with hotels of a comparable size, class and level of service having similar facilities and (ii) determine and administer the programs and policies to be followed in connection therewith, all PROJECTS in accordance with standards reasonably applicable to projects of similar size and character and, subject to the provisions terms hereof, in compliance with all mortgages, leases, budgets, cash and financial constraints and other Agreements it knows of and or is made or becomes aware of pertaining to or governing the operation of the PROJECTS, in compliance with the requirements of all controlling governmental authorities, and in compliance with reasonable directions made by OWNER from time to time. 2.01 After the execution of this Agreement, on prior to the condition that Manager shall not be obligated commencement date of each calendar year thereafter (if this Agreement is still in full force and effect), to advance any of its own funds in connection with such duties. Without limiting the generality of the foregoingsubmit to OWNER for OWNER's approval, Manager shall perform each of the following functions: (a) Recruit, employ, relocate, pay, supervise and discharge all employees and personnel necessary proposed operating budgets for the operation of PROJECTS, setting forth the Hotel (included estimated receipts and expenses relating to the PROJECTS for the ensuing calendar year. From time to time during the calendar year as and when revisions in the foregoing APPROVED BUDGET become necessary both the OWNER and RCC shall review and agree on same. If OWNER does not approve of any budget submitted by RCC, OWNER shall give RCC written notice of such disapproval within ten (10) days after the budget is submitted to OWNER, which notice shall specify the line items or amounts that are not approved by OWNER and shall set forth reasonable alternative line items and/or amounts satisfactory to OWNER. If such written notice of disapproval is not received by RCC within ten (10) days, then the budget shall be deemed approved by the determination OWNER, subject to above noted revisions. If RCC agrees to OWNER's changes in any budget, RCC shall so notify OWNER in writing within ten (10) days after receipt of all personnel policies)OWNER's notice, and if not then the parties shall meet or discuss in good faith and resolve any differences within thirty (30) days after RCC's receipt of OWNER's revised budget. The operating budget, as approved by the OWNER is hereinafter referred to as the "APPROVED BUDGET". RCC shall in good faith use its best efforts as economically reasonable and typical to implement the APPROVED BUDGET and shall be authorized, without the need for further approval of OWNER, to make the expenditures and incur the obligations provided for in the APPROVED BUDGET. In the event that a submitted budget is rejected by OWNER, RCC shall operate under the last APPROVED BUDGET on an item-by-item basis until a revised budget is approved in writing by OWNER. (b) Establish all prices2.02 To use its best efforts to lease space now or hereafter becoming vacant, rates including but not limited to the subcontracting to local agents, a portion of same. 2.03 OWNER shall from time to time establish and charges notify RCC in writing of reasonable guidelines for guest roomsthe basic rents, meeting rooms, commercial space (including all stores, office space terms and lobby space), food, beverageprovisions to be contained in tenant leases, and other salable or rentable items comprising the Hotel RCC may execute leases as OWNER's agent and its business. (c) Negotiate and enter into, on behalf of OwnerOWNER on terms not less favorable to OWNER than those set forth in such guidelines, service contracts required or on such other terms as are approved by OWNER in writing. OWNER has set out an approved lease form and shall have the right to direct RCC as to reasonable lease terms to be utilized in the ordinary course leasing of business space within the PROJECTS and, in operating that event, RCC shall be authorized to execute leases for the Hotel PROJECTS on such form(s); provided, however, no such lease shall contain any changes which are material and adverse to OWNER, without OWNER's prior consent. In addition to RCC'S authority granted herein to execute leases as OWNER's agent, at the request of RCC, and upon OWNER's approval, OWNER will execute a lease or give RCC specific authority to execute a lease otherwise found acceptable to OWNER. 2.04 To perform all OWNER's obligations to the tenants of the PROJECTS pursuant to the various tenant leases, and to respond to all tenant requests and complaints. 2.05 To collect all rents and other monies of any kind whatsoever due OWNER from tenants and to take any and all action which is reasonably necessary to enforce such collection of rents due OWNER from the various tenants of the PROJECTS or enforce their respective lease obligations, include filing of suit; to sign and serve in the name of OWNER such notices as are deemed necessary by RCC in enforcement of the tenant leases; to institute and prosecute legal actions or proceedings for the collection of rent and other monies due OWNER, the enforcement of the PROJECTS' leases and/or the dispossession of the various tenants of the PROJECTS, and in connection therewith to engage legal counsel, and where expedient, to settle, compromise and release such actions or proceedings or reinstate such tenancies. 2.06 To advise the OWNER promptly, with confirmation in writing, of the service upon or delivery to RCC of any summons, subpoena, or other legal document including, without limitation, contracts notices, letters or other communications setting out or claiming an actual or alleged potential liability of OWNER or any violation of any statute, ordinance, law or other governmental rule or regulation. 2.07 To promptly notify OWNER of any actual or threatened condemnation which RCC has actual notice of and which may effect the PROJECTS or the area in the general vicinity thereof. 2.08 To obtain and renew such permits and licenses as shall be necessary in connection with the management and operation of the PROJECTS and comply where reasonably possible with all statutes, ordinances, laws or other governmental rules or regulations. 2.09 To contract for, purchase and pay for electricityall utilities, gasrepairs, telephone, cable, cleaning, vermin extermination, elevator and boiler maintenance, services, alterations, equipment, personal property, supplies and other services which Manager deems advisable, on the condition that Manager shall not enter into any service contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (d) Negotiate and enter into, on behalf of Owner, concession agreements, leases, licenses and similar contracts for use by concessionaires, tenants, licensees and other intended users of the facilities at the Hotel, on the condition that Manager shall not enter into any agreement, lease, license or contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior written notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (e) To the extent within the control of Manager, obtain and keep in full force and effect, either in its own name on behalf of Owner or in Owner’s name, materials as may be required by applicable laws, any and all new, renewal and additional licenses and permits deemed necessary to enable Manager to operate the Hotel in accordance with applicable laws including, without limitation, those licenses and permits necessary for the sale of alcoholic beverages to be consumed on premises or sold in unopened containers at (i) the Hotel, (ii) any restaurant and lounge located within the Hotel, and (iii) any other usual and customary locations where alcoholic beverages are sold within the Hotel. (f) Accord rooms to persons to whom such privileges are customarily accorded in the industry, including, without limitation, (i) employees of Manager’s parent company, pursuant to its personnel policies and subject to space availability, and (ii) such employees of Owner as Owner may appropriate from time to time designate. (g) Establish in connection with the prudent management and revise, as necessary, administrative policies and procedures including, without limitation, policies and procedures for operation of the control of revenue and expenditures, for the purchase of Operating Equipment, Operating Supplies and services, for the control of creditPROJECTS, and for the scheduling of maintenance. (h) Procure, or arrange for the procurement of, as agent for Owner, to do all replacement Operating Equipment and Operating Supplies things necessary to maintain the PROJECTS in a clean, safe and operate orderly condition, subject to the Hotel properly limitations set forth in the ordinary course of businessSection 3. (i) Make 2.10 To administer and supervise all contracts on Owner's behalf, and the obligations of the contracting parties, for all services, labor and materials to be supplied to or installfor the PROJECTS. 2.11 To promptly and timely pay all debts and other obligations of OWNER with respect to the PROJECTS, including amounts due pursuant to mortgage loans encumbering the PROJECTS, and all sales and use taxes, and real estate taxes, assessments, and like charges, unless otherwise directed by OWNER, providing cash is available to do so. 2.12 To establish and maintain, as are now provided, accurate and complete books of account with proper entries of all receipts, income and disbursements pertaining to the PROJECTS, which books of account shall be and remain the property of OWNER and shall be available to OWNER and its representative for inspection at any time during regular business hours, and to prepare and furnish reasonable financial reports and statements of the PROJECTS activities in accordance with provisions of Section 6 of this Agreement. 2.13 To review all bills and statements received for services, work, supplies and other expenditures incurred by or on behalf of OWNER in connection with the maintenance, operation and property level ownership of the PROJECTS and to pay or cause to be made paid in a timely fashion all such expenses, unless otherwise directed by OWNER. 2.14 To review and make comment on, at the request of OWNER, all hazard, liability and other insurance carried for or installedby OWNER in connection with the PROJECTS. All insurance liability policies shall name RCC, its agents and employees as an additional insured, and shall provide that the policy may not be canceled or the coverage reduced without at least thirty (30) days written notice to RCC. RCC shall have the power and authority to settle and compromise claims against insurance companies, provided however that in the name event any settlement would be insufficient to cover any loss incurred by, or claim against OWNER for which the insurance proceeds are payable (exclusive of Owner, any deductible) RCC shall not settle or compromise such claim without the written consent of OWNER. 2.15 To perform any and all normal capital repairs, decorations, renewals, revisions, alterations, rebuilds, replacements, additionsother acts, and improvements in to take any and to the Hotel building and FF&Eall other action, in the ordinary course of business, that Manager deems reasonably necessary or appropriate for in the proper operation prudent management and maintenance of the Hotel, on the condition that such items are contemplated by the Annual Business Plan for such Fiscal Year in which such action is taken. (j) Arrange and contract for all advertising and promotion of the Hotel which Manager in its reasonable discretion deems necessary or appropriate for the operation of the HotelPROJECTS. (k) Open and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver to Owner the Annual Business Plans and Financial Statements, and such other information as required by this Agreement. (m) Plan, execute and supervise repairs and maintenance at the Hotel. (n) Provide the Group Services. (o) Procure and maintain insurance in accordance with Article XII. (p) Keep Owner advised as to all major policy matters affecting the Hotel. (q) To the extent within the control of Manager, operate the Hotel in compliance with the Franchise Agreement and the Mortgage. Manager shall notify Owner of any notice of violations of Franchise Agreement or Mortgage received by Manager. (r) Conduct such other operations from time to time as may be required under this Agreement.

Duties of Manager. On and after Beginning on the Opening Effective Date, Manager's obligations hereunder shall include, but not be limited to, the Manager shall (i) direct, supervise, manage and operate the Hotel in all aspects in an efficient and economical manner consistent with hotels of a comparable size, class and level of service having similar facilities and (ii) determine and administer the programs and policies to be followed in connection therewithfollowing obligations, all of which are subject to the terms hereof (including without limitation the terms contained in accordance with Section 2.1(c) above) and the provisions of this Agreement, on controls and restrictions in the condition that Manager shall not be obligated to advance any of its own funds in connection with such duties. Without limiting the generality of the foregoing, Manager shall perform each of the following functionsOperations Manual: (a) Recruit, employ, relocate, pay, supervise and discharge Manage all employees and personnel necessary for the operation aspects of the Hotel (included Facility in accordance with the foregoing Operations Manual and the terms of this Agreement, including but not limited to managing events, purchasing, payroll, fire prevention, security, crowd control, routine repairs, preventative maintenance, janitorial services, promotions, advertising, energy conservation, security, box office, admission procedures, parking, and general user services. The parties acknowledge that the University may itself provide certain services at the Facility. In such event, the costs of such services shall be at standard and customary rates, within the determination guidelines of all personnel policiesthe Operating Budget (as defined in Section 9.1). (b) Establish all and adjust prices, rates and charges rate schedules for guest roomsuser, meeting roomslicense, commercial space (including all storesconcessions, office space and lobby space), food, beverageoccupancy, and other salable or rentable items comprising the Hotel advertising agreements, and its businessbooking commitments. (c) Negotiate As agent for the University, procure, negotiate, execute in the University’s name, administer and enter into, on behalf of Owner, assure compliance with service contracts (including without limitation contracts for ticketing, engineering services, electricity, steam, gas, fuel, maintenance, telephone, staffing personnel including guards and ushers, extermination and other services which are deemed by Manager to be either necessary or useful in operating the Facility), vendor and merchandising agreements, user/rental agreements, booking commitments, licenses, and all other contracts or agreements required in the ordinary course of business in operating the Hotel includingFacility. Prior to procuring any such services, without limitation, contracts for electricity, gas, telephone, cable, cleaning, vermin extermination, elevator and boiler maintenance, and other services which Manager deems advisable, on the condition that Manager shall not enter into coordinate with the University to determine if the University already has an established vendor(s) that can provide any service contract contemplated by this subsection that is not cancelable by Owner on or all of the above-referenced services at a maximum favorable cost. Manager shall use reasonable efforts to negotiate and have included in such contracts favorable terms regarding the timing of ninety (90) days prior notice without payments to the University. Manager shall obtain the prior written consent approval of Owner, the University (which consent approval shall not be unreasonably withheldwithheld or delayed) before entering into any such contract (i) with Manager's parent, affiliates, or related entities, (ii) with a term longer than the Term, or (iii) which includes a barter or trade arrangement as a material term of the contract. (d) Negotiate Require that all material vendors and enter into, on behalf of Owner, concession agreements, leases, licenses and similar contracts for use by concessionaires, tenants, licensees and other intended users of the facilities at the Hotel, Facility execute vendor/license agreements containing standard indemnification and insurance obligations on the condition that Manager shall not enter into any agreement, lease, license or contract contemplated by this subsection that is not cancelable by Owner on a maximum part of ninety (90) days prior written notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (e) To the extent within the control of Manager, obtain and keep in full force and effect, either in its own name on behalf of Owner or in Owner’s name, as may be required by applicable laws, any and all new, renewal and additional licenses and permits necessary to enable Manager to operate the Hotel in accordance with applicable laws including, without limitation, those licenses and permits necessary for the sale of alcoholic beverages to be consumed on premises or sold in unopened containers at (i) the Hotel, (ii) any restaurant and lounge located within the Hoteleach such vendor/licensee, and (iii) any other usual and customary locations where alcoholic beverages are sold provide the University with a copy of all such agreements within the Hotel. (f) Accord rooms to persons to whom such privileges are customarily accorded in the industry, including, without limitation, (i) employees of Manager’s parent company, pursuant to its personnel policies and subject to space availability, and (ii) such employees of Owner as Owner may from time to time designate. (g) Establish and revise, as necessary, administrative policies and procedures including, without limitation, policies and procedures for the control of revenue and expenditures, for the purchase of Operating Equipment, Operating Supplies and services, for the control of credit, and for the scheduling of maintenance. (h) Procure, or arrange for the procurement of, as agent for Owner, all replacement Operating Equipment and Operating Supplies necessary to maintain and operate the Hotel properly in the ordinary course of business. (i) Make or install, or cause to be made or installed, in the name of Owner, all normal capital repairs, decorations, renewals, revisions, alterations, rebuilds, replacements, additions, and improvements in and to the Hotel building and FF&E, in the ordinary course of business, that Manager deems necessary or appropriate for the proper operation and maintenance of the Hotel, on the condition that such items are contemplated by the Annual Business Plan for such Fiscal Year in which such action is taken. (j) Arrange and contract for all advertising and promotion of the Hotel which Manager in its reasonable discretion deems necessary or appropriate for the operation of the Hotel. (k) Open and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver to Owner the Annual Business Plans and Financial Statements, and such other information as required by this Agreement. (m) Plan, execute and supervise repairs and maintenance at the Hotel. (n) Provide the Group Services. (o) Procure and maintain insurance in accordance with Article XII. (p) Keep Owner advised as to all major policy matters affecting the Hotel. (q) To the extent within the control of Manager, operate the Hotel in compliance with the Franchise Agreement and the Mortgage. Manager shall notify Owner of any notice of violations of Franchise Agreement or Mortgage received by Manager. (r) Conduct such other operations from time to time as may be required under this Agreement.thirty

Duties of Manager. On Subject to the provisions hereof and after to the Opening Date, extent permitted by law consistent with the Manager shall (i) direct, supervise, manage and maintenance of Operator's licenses to operate the Hotel Facility granted by the applicable states, Operator hereby delegates to Manager the day to day responsibility of the management of the Facility and its operations in all aspects in an efficient respects, and economical manner consistent Manager hereby assumes, and agrees to use its best efforts to exercise such control and responsibility with hotels a view towards professional management of a comparable size, class and level of service having similar facilities and (ii) determine and administer the programs and policies to be followed in connection therewith, all Facility in accordance with the provisions of this Agreementcustomary industry standards. Such responsibility and control will include, on the condition that Manager shall not be obligated to advance any of its own funds in connection with such duties. Without without limiting the generality of the foregoing, Manager shall perform each of the following functionspowers, authorities and responsibilities: (a) Recruitto have direct responsibility and authority for recruiting, employnegotiating with, relocatehiring, paytraining, supervise and discharge all employees and personnel necessary for supervising, promoting, assigning, setting the operation compensation level of the Hotel (included provided such amount is in the foregoing shall be the determination of all personnel policies). (b) Establish all prices, rates and charges for guest rooms, meeting rooms, commercial space (including all stores, office space and lobby spacecompliance with applicable law), food, beverageconducting labor negotiations to settling labor grievances with respect to, and other salable or rentable items comprising the Hotel discharging all operating and its business. (c) Negotiate and enter into, on behalf of Owner, service contracts required in the ordinary course of business in operating the Hotel including, without limitation, contracts for electricity, gas, telephone, cable, cleaning, vermin extermination, elevator and boiler maintenance, and other services which Manager deems advisable, on the condition that Manager shall not enter into any service contract contemplated personnel deemed by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (d) Negotiate and enter into, on behalf of Owner, concession agreements, leases, licenses and similar contracts for use by concessionaires, tenants, licensees and other intended users of the facilities at the Hotel, on the condition that Manager shall not enter into any agreement, lease, license or contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior written notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (e) To the extent within the control of Manager, obtain and keep in full force and effect, either in its own name on behalf of Owner or in Owner’s name, as may be required by applicable laws, any and all new, renewal and additional licenses and permits necessary to enable Manager to operate the Hotel in accordance with applicable laws including, without limitation, those licenses and permits be necessary for the sale of alcoholic beverages to be consumed on premises or sold in unopened containers at (i) the Hotel, (ii) any restaurant and lounge located within the Hotel, and (iii) any other usual and customary locations where alcoholic beverages are sold within the Hotel. (f) Accord rooms to persons to whom such privileges are customarily accorded in the industry, including, without limitation, (i) employees of Manager’s parent company, pursuant to its personnel policies and subject to space availability, and (ii) such employees of Owner as Owner may from time to time designate. (g) Establish and revise, as necessary, administrative policies and procedures including, without limitation, policies and procedures for the control of revenue and expenditures, for the purchase of Operating Equipment, Operating Supplies and services, for the control of credit, and for the scheduling of maintenance. (h) Procure, or arrange for the procurement of, as agent for Owner, all replacement Operating Equipment and Operating Supplies necessary to maintain and operate the Hotel properly in the ordinary course of business. (i) Make or install, or cause to be made or installed, in the name of Owner, all normal capital repairs, decorations, renewals, revisions, alterations, rebuilds, replacements, additions, and improvements in and to the Hotel building and FF&E, in the ordinary course of business, that Manager deems necessary or appropriate for the proper operation and maintenance of the HotelFacility. All such employees, except the Facility's Administrator, (who shall be an employee of Manager) shall be employees of and shall be carried on the condition payroll of the Facility and shall not be employees of Manager; provided, however, that such items are contemplated by the Annual Business Plan for such Fiscal Year in which such action is taken. (j) Arrange and contract for all advertising and promotion of the Hotel which Manager in its reasonable discretion deems necessary or appropriate for the operation of the Hotel. (k) Open and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver employees shall be subject to Owner the Annual Business Plans and Financial Statements, and such other information as required by this Agreement. (m) Plan, execute and supervise repairs and maintenance at the Hotel. (n) Provide the Group Services. (o) Procure and maintain insurance in accordance with Article XII. (p) Keep Owner advised as to all major policy matters affecting the Hotel. (q) To the extent within the control of Manager, operate the Hotel in compliance with the Franchise Agreement and the Mortgage. Manager shall notify Owner on behalf of any notice of violations of Franchise Agreement or Mortgage received by Manager.Operator; (rb) Conduct to supervise the rendering of all notices and statements required to be sent to the occupants of the Facility; (c) to establish and maintain a system of patient care, including care planning, dietary care, use of staff, scheduling and quality assurance programs; (d) to enter into contracts and take such other operations from time action in the ordinary course of business in the name of Operator as Manager deems appropriate to time assure supply of pest control services, electricity, gas, fuel, water, telephone, television, linen services, garbage removal, snow removal, elevator maintenance, landscaping and other such services as may reasonably be required for the proper operation and maintenance of the Facility; (e) to supervise the purchase of such inventories, food, beverages, provisions, supplies and equipment as may be required under this Agreement.to properly maintain and operate the Facility and to contract for the purchase of same in the name of Operator;

Duties of Manager. On and after the Opening Date, the Manager shall (i) direct, supervise, manage and operate the Hotel in all aspects in an efficient and economical manner consistent with hotels of a comparable size, class and level of service having similar facilities and (ii) determine and administer the programs and policies to be followed in connection therewith, all in accordance with the provisions of this Agreement, on the condition that Manager shall not be obligated to advance any of its own funds in connection with such duties. Without limiting the generality of the foregoing, Manager shall perform each of the following functions: (a) Recruitprovide billing, employcollection, relocateaccounting, pay, supervise legal and discharge all employees and personnel necessary for other administration services to the operation of the Hotel (included in the foregoing shall be the determination of all personnel policies). Company; (b) Establish all pricesoperate the Managed System, rates inspect and charges for guest rooms, meeting rooms, commercial space (including all stores, office space and lobby space), food, beveragesupervise the proper adjustment of the Managed System, and other salable supervise the design, engineering and installation of any improvements or rentable items comprising expansions of the Hotel and its business. Managed System; (c) Negotiate furnish the Company with prompt and enter into, on behalf continuous technical and electronic advice and services required to maintain the Managed System in a satisfactory state of Owner, service contracts required in the ordinary course of business in operating the Hotel including, without limitation, contracts for electricity, gas, telephone, cable, cleaning, vermin extermination, elevator and boiler maintenance, and other services which Manager deems advisable, on the condition operation so that Manager shall not enter into any service contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (d) Negotiate and enter into, on behalf of Owner, concession agreements, leases, licenses and similar contracts for use by concessionaires, tenants, licensees and other intended users of the facilities at the Hotel, on the condition that Manager shall not enter into any agreement, lease, license or contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior written notice without the prior written consent of Owner, which consent shall not be unreasonably withheld. (e) To the extent within the control of Manager, obtain and keep in full force and effect, either in its own name on behalf of Owner or in Owner’s name, as may be required by applicable laws, any and all new, renewal and additional licenses and permits necessary to enable Manager to operate the Hotel in accordance with applicable laws including, without limitation, those licenses and permits necessary for the sale of alcoholic beverages to be consumed on premises or sold in unopened containers at (i) the Hotel, (ii) any restaurant Managed System will provide good and lounge located within saleable visual and aural signals for all subscribers connected to the Hotel, and (iii) any other usual and customary locations where alcoholic beverages are sold within the Hotel. (f) Accord rooms to persons to whom such privileges are customarily accorded in the industry, including, without limitation, (i) employees of Manager’s parent company, pursuant to its personnel policies and subject to space availabilityManaged System, and (ii) such employees of Owner as Owner the Managed System may from time to time designate. (g) Establish and revisebe operated in conformity with the franchises, as necessaryif any, administrative policies and procedures including, without limitation, policies and procedures for the control of revenue and expenditures, for the purchase of Operating Equipment, Operating Supplies and services, for the control of credit, and for the scheduling of maintenance. (h) Procure, or arrange for the procurement of, as agent for Owner, all replacement Operating Equipment and Operating Supplies necessary to maintain and operate the Hotel properly in the ordinary course of business. (i) Make or install, or cause to be made or installed, in the name of Owner, all normal capital repairs, decorations, renewals, revisions, alterations, rebuilds, replacements, additions, and improvements in and to the Hotel building and FF&E, in the ordinary course of business, that Manager deems necessary or appropriate for the proper operation and maintenance of the Hotel, on the condition that such items are contemplated granted by the Annual Business Plan for such Fiscal Year in above-mentioned communities and any other agreements to which such action is taken. (j) Arrange and contract for all advertising and promotion of the Hotel which Manager in its reasonable discretion deems necessary or appropriate for the operation of the Hotel. Managed System is subject; (kd) Open inspect the Managed System and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver to Owner the Annual Business Plans and Financial Statements, and make such other information as required by this Agreement. (m) Plan, execute and supervise repairs and maintenance at the Hotel. (n) Provide the Group Services. (o) Procure and maintain insurance in accordance with Article XII. (p) Keep Owner advised as to all major policy matters affecting the Hotel. (q) To the extent within the control of Manager, operate the Hotel in compliance with the Franchise Agreement and the Mortgage. Manager shall notify Owner of any notice of violations of Franchise Agreement or Mortgage received by Manager. (r) Conduct such other operations from time to time changes as may be required under or are desirable for the satisfactory operation, maintenance and repair of the Managed System and its facilities; provided, however, that Manager may hire independent contractors to make tests and provide maintenance and repair work to the Managed System and related equipment and the Company shall bear all costs of such tests, maintenance and repair work; (e) during emergency situations, furnish the Company with skilled technical and electronic personnel and the Company will reimburse Manager for the cost of such personnel; (f) make available to the Company methods of marketing, advertising and otherwise obtaining subscribers for the services offered by the Managed System; (g) coordinate marketing, advertising and publicity for the Managed System; (h) recruit, train and supervise employees as may be required from time to time, including but not limited to, a system general manager, manager of programming origination, engineer, technicians, linemen, office manager and clerical employees; (i) perform all other services required for the successful operation of the Managed System except those services normally rendered by the system general manager, superintendent of maintenance-construction, sales manager, manager of program origination, technicians, linemen and clerical employees, it being the intent of this AgreementAgreement that the Company shall pay the salaries of and other employment expenses relating to all such persons employed by Manager with respect to Manager's management of the Managed System; (j) supervise preventive maintenance of the Managed System; (k) supervise testing of the Managed System in connection with compliance with Federal Communications Commission's rules and regulations; and (l) make recommendations to the management of the Company through reports in a form satisfactory to them regarding the status of the operation of the Managed System.

Duties of Manager. On and after the Opening Contract Commencement Date, the Manager shall (i) direct, supervise, manage and operate the Hotel in all aspects in an efficient and economical manner consistent with hotels of a comparable size, location, age, class and level of service having similar facilities and (ii) determine and administer the programs and policies to be followed in connection therewith, all in accordance with the provisions of this Agreement, on the condition that Manager shall not be obligated to advance any of its own funds in connection with such duties. Without limiting the generality of the foregoing, Manager shall perform each of the following functions: (a) Recruit, employ, relocate, pay, supervise and discharge all employees and personnel necessary for the operation of the Hotel (included in the foregoing shall be the determination of all personnel policies). (b) Establish all prices, rates and charges for guest rooms, meeting rooms, commercial space (including all stores, office space and lobby space), food, beverage, and other salable or rentable items comprising the Hotel and its business. (c) Negotiate and enter into, on behalf of Owner, service contracts required in the ordinary course of business in operating the Hotel including, without limitation, contracts for electricity, gas, telephone, cable, cleaning, vermin extermination, elevator and boiler maintenance, and other services which Manager deems advisable, on the condition that Manager shall not enter into any service contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior notice and no penalty without the prior written consent of Owner, which consent shall not be unreasonably withheld. (d) Negotiate and enter into, on behalf of Owner, concession agreements, leases, licenses and similar contracts for use by concessionaires, tenants, licensees and other intended users of the facilities at the Hotel, on the condition that Manager shall not enter into any agreement, lease, license or contract contemplated by this subsection that is not cancelable by Owner on a maximum of ninety (90) days prior written notice and no penalty without the prior written consent of Owner, which consent shall not be unreasonably withheld. (e) To the extent within the control of Manager, obtain and keep in full force and effect, either in its own name on behalf of Owner or in Owner’s 's name, as may be required by applicable lawsLaws, any and all new, renewal and additional licenses and permits necessary to enable Manager to operate the Hotel in accordance with applicable laws including, without limitation, those licenses and permits necessary for the sale of alcoholic beverages to be consumed on premises or sold in unopened containers at (i) the Hotel, (ii) any restaurant and lounge located within the Hotel, and (iii) any other usual and customary locations where alcoholic beverages are sold within the HotelLaws. (f) Accord rooms to persons to whom such privileges are customarily accorded in the industry, including, without limitation, (i) employees of Manager’s 's parent company, pursuant to its personnel policies and subject to space availability, and (ii) such employees of Owner as Owner may from time to time designate. (g) Establish and revise, as necessary, administrative policies and procedures including, without limitation, policies and procedures for the control of revenue and expenditures, for the purchase of Operating Equipment, Operating Supplies and services, for the control of credit, and for the scheduling of maintenance. (h) ProcureIn accordance with the Annual Business Plan procure, or arrange for the procurement of, as agent for Owner, all replacement Operating Equipment and Operating Supplies necessary to maintain and operate the Hotel properly in the ordinary course of business. (i) Make or install, or cause to be made or installed, in the name of Owner, all normal capital repairs, decorations, renewals, revisions, alterations, rebuilds, replacements, additions, and improvements in and to the Hotel building and FF&E, in the ordinary course of business, that Manager deems necessary or appropriate for the proper operation and maintenance of the Hotel, on the condition that such items are contemplated by the Annual Business Plan for such Fiscal Year in which such action is taken. (j) Arrange and contract for all advertising and promotion of the Hotel which Manager in its reasonable discretion deems necessary or appropriate for the operation of the Hotel. (k) Open and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver to Owner the Annual Business Plans and Financial Statements, and such other information as required by this Agreement. (m) Plan, execute and supervise repairs and maintenance at the Hotel, but all related capital expenditures in the aggregate in excess of $10,000 shall be implemented by, or on behalf of, Owner. (n) Provide the Group Services. (o) Procure and maintain insurance in accordance with Article XII‎ARTICLE VII. (p) Keep Owner advised as to all major policy matters affecting the Hotel. (q) To the extent within the control of Manager, operate the Hotel in compliance with the Franchise Agreement and the Mortgage. Manager shall notify Owner within five (5) business days of any notice of violations of Franchise Agreement or Mortgage received by Manager. (r) Conduct such other operations from time to time as may be required under this Agreement.

Duties of Manager. On (a) The Manager shall, as a Company expense to the extent provided in Section 7.6(a), use commercially reasonable efforts to implement the Annual Budget and after shall otherwise perform those duties set forth below, and shall have the Opening Dateauthority to perform the duties described in this Section 7.2 or as otherwise specifically set forth herein, in each instance subject to the requirement of receiving the prior approval of Investor, if and when required by the terms hereof. Specifically, the Manager shall: (i) subject to there being adequate Company funds therefor, conduct the business of the Company on a day-to-day basis, and use diligent efforts to cause such operations to be conducted in accordance with the then applicable Annual Budget, which duties may be discharged by delegating the same to Hotel Operator pursuant to the Hotel Management Agreement; (ii) subject to the limitations set forth in this Agreement, enter into contracts for the Property or Company Assets on behalf of the Company and the Subsidiaries in accordance with the then applicable Annual Budget, and make expenditures as are required to implement such Annual Budget, but only to the extent that any such expenditures and amounts required to be paid by the Company or the Subsidiaries under such contracts, and other instruments and documents are consistent with the parameters set forth in such Annual Budget or otherwise authorized by the Members or the terms of this Agreement; and (iii) perform such other duties and obligations as Investor and JMIR shall agree from time to time. Subject to any right provided to the Manager to be reimbursed for Company expenses pursuant to Section 7.6(a), and subject further to the fees authorized pursuant to the provisions of Section 7.6(b), the Manager shall (i) directnot otherwise be entitled to receive any fees or other compensation in respect of any duties or services, supervise, manage and operate the Hotel in all aspects in an efficient and economical manner consistent with hotels of a comparable size, class and level of service having similar facilities and (ii) determine and administer the programs and policies will not receive reimbursement for compensation payable to be followed in connection therewith, all in accordance with the provisions of this Agreement, on the condition that Manager shall not be obligated to advance any of its own funds in connection with employees or other direct or indirect overhead which may be attributable to such duties. Without limiting the generality of the foregoing, Manager shall perform each of the following functions: (a) Recruit, employ, relocate, pay, supervise duties and discharge all employees and personnel necessary for the operation of the Hotel (included in the foregoing shall be the determination of all personnel policies)services. (b) Establish all pricesNotwithstanding anything to the contrary contained in Section 7.4(a), rates if at the beginning of any calendar year the Annual Budget or any item or portion thereof shall not have been Approved by Investor, then: (i) any items or portions of the Annual Budget and charges amounts of expenses provided therein which have been so Approved shall become operative immediately and the Manager shall be entitled to expend funds in accordance with those operative portions; (ii) with respect to the Annual Budget, the Manager shall be entitled to, and, subject to there being adequate Company funds therefor, shall (to the extent necessary), expend, in respect of non-capital, recurring expenses in any month of the then-current calendar year, an amount equal to the budgeted amount for guest roomsthe corresponding month of the immediately preceding calendar year, meeting roomsas set forth on the immediately preceding calendar year Annual Budget after giving effect to any dispositions or other material changes to the Company Assets during the prior or current year; provided, commercial space however, that if any contract Approved by Investor or entered into pursuant to the provisions hereof provides for an automatic increase in costs thereunder after the beginning of the then current calendar year, then the Manager shall be entitled to expend the amount of such increase; and (iii) the Manager shall be entitled to, and, subject to there being adequate Company funds therefor, shall, expend funds in respect of Debt Service Payments on the Company’s or any Subsidiary’s Financing (including all stores, office space and lobby spacethe expense of curing any defaults thereunder), foodutilities, beveragereal estate taxes and assessments, and insurance premiums, emergency repairs, any annual or other salable periodic costs, fees, dues or rentable items comprising other amounts required to be paid pursuant to the Hotel and its businessManagement Agreement or pursuant to the Franchise Agreement, regardless of whether the Annual Budget has been approved or whether such expenditures exceed the amounts provided for in the applicable Annual Budget (all of the foregoing described in this clause (iii), collectively, “Necessary Expenses”). (c) Negotiate Subject to the availability of adequate funds therefor from Revenues from operations, Capital Contributions or other sources, and enter intosubject further, in any event, to the provisions of Section 7.4 and any other relevant provisions hereof, in addition to and without limiting any other duties set forth in this Agreement, the Manager shall, as a Company expense to the extent provided in Section 7.6(a): (i) oversee, coordinate and process the operations of the Company on a day-to-day basis, including without limitation, the management, servicing, leasing, development, renovation and sale of any and all of the assets which comprise any portion of the Company Assets, and prepare all communications with Hotel Operator, any property manager, any tenant, lender and any other relevant third parties; (ii) take all proper and necessary actions reasonably required to cause the Company and the Subsidiaries at all times (A) to perform and comply with the terms and provisions (including without limitation, any provisions requiring the expenditure of funds by the Company) of the Transaction Documents and any mortgage, lease, or other contract, instrument or agreement to which the Company or any Subsidiary is a party or is bound, or which affects all or any portion of the Company Assets or the operation thereof and (B) to enforce the terms of such agreements against third parties unless in either case of (A) or (B) such failure to perform, comply or enforce arises at the express written direction of Investor or with the prior Approval of Investor; (iii) pay in a timely manner all non-disputed operating expenses of the Company and the Subsidiaries in accordance with the terms of the then current Annual Budget or as otherwise provided herein; (iv) deliver to the other Members promptly upon the receipt or sending thereof, copies of all material notices, reports and communications (other than routine, usual and customary notices and other standard communications) between the Company and the Subsidiaries and any lender, manager, governmental agencies, Hotel Operator, franchisor, neighboring property owners, community groups and other relevant third parties affecting all or any portion of any Company Assets, or any of such other parties, which relates to any existing or pending default thereunder or to any financial or operational information required by such Person; (v) assist in the management and administration of the process of selling and financing all or any portion of the Company Assets; (vi) if and to the extent the Manager delegates to Hotel Operator, any loan servicer or property manager (previously Approved by Investor) or subcontracts with any third party or Affiliate for the performance of any of the services to be performed by the Manager, supervise and oversee the performance of the services performed by such third parties or Affiliates and use commercially reasonable efforts to cause the same to be performed in the manner required hereunder; and (vii) execute and deliver agreements, certificates and similar documents (in the name or on behalf of Ownerthe Company) which are necessary to maintain the Financing, service contracts obtain and/or maintain any third party loan pursuant to any Financing Documents Approved by Investor, as well as manage any approved financing or refinancing, on terms Approved by Investor. (viii) to implement all decisions (including Major Decisions) approved by the Members (to the extent such approval is required hereunder); (ix) to negotiate and execute all Financing Documents in connection with a Financing, and to negotiate and execute such documents as necessary to prepay in whole or in part, refinance, recast, increase, modify or extend any such Financing affecting the Company or the Company Assets, provided that no guaranties or credit enhancements can be required from any Member or its Affiliates without such party’s consent (however, in connection with the Company entering into the Franchise Agreement, the Guaranty Sharing Agreement shall be executed); (x) to hold assets of the Company in the ordinary course name of business one or more trustees, nominees, other agents, or directly or indirectly through one or more entities owned in operating whole or in part, directly or indirectly, by the Company, including through Subsidiaries; (xi) to open and maintain separate bank accounts (or authorize the Hotel including, without limitation, contracts Operator to open and maintain the same) for electricity, gas, telephone, cable, cleaning, vermin extermination, elevator funds of the Company and boiler maintenanceits Subsidiaries in the name of the Company (or its Subsidiaries) and designate the Persons authorized on behalf of the Company (or its Subsidiaries) to make deposits therein (including all receipts from operations of the Company Assets) and withdrawals therefrom, and not commingle any funds in such accounts with any other services which funds or accounts of Manager (or Hotel Operator, if applicable); (xii) to obtain and maintain such insurance as the Manager deems advisableappropriate or as required by Investor to protect the Company Assets and the Indemnified Parties and otherwise as may be necessary to satisfy the Annual Budget and any contractual undertakings of the Company and pay all non disputed taxes, on assessments, charges and fees payable in connection with the condition that Manager ownership, use and occupancy of the Company Assets; (xiii) to establish and maintain Reserves identified in the Annual Budget (or as otherwise approved by the Members), including to fund improvements and leasing costs and non-recurring Capital Expenditures and to meet indemnity and other obligations, and to fund such Reserves with Company Assets or borrowed funds (or as otherwise approved by the Members); and (xiv) to take any other action in furtherance of the Company’s stated purpose under this Agreement unless consent of one or more of the Members is otherwise expressly required hereunder and has not been given. If any of the Manager’s duties set forth herein are to be performed by the Hotel Operator under the Hotel Management Agreement, then the Manager’s obligation with respect to such duties shall not enter into any service contract contemplated by be limited to using commercially reasonable efforts to enforce the terms of the Hotel Management Agreement (subject to this subsection that is not cancelable by Owner on a maximum Agreement) unless such failure to enforce arises (1) solely at the express written direction of ninety Investor or (902) days prior notice without with the prior written consent Approval of Owner, which consent shall not be unreasonably withheldInvestor. (d) Negotiate Notwithstanding anything to the contrary contained in this Agreement, Investor shall have the absolute right, power and enter intoauthority at any time upon and after (i) the occurrence of any For Cause Event (as set forth in Section 7.2(e) below), on behalf (ii) the occurrence of Ownerany “For Cause Event” (as defined in the Sister Company LLC Agreement), concession agreements(iii) the occurrence of any Event of Default (as set forth in Article XII), leases, licenses or (iv) the occurrence of any “Event of Default” (as defined in the Sister Company LLC Agreement) by JMIR or JMIR Manager to remove JMIR Manager as the Manager and similar contracts for use by concessionaires, tenants, licensees and other intended users of the facilities at the Hotel, on the condition that Manager shall not enter into any agreement, lease, license appoint or contract contemplated by this subsection that is not cancelable by Owner on designate a maximum of ninety (90) days prior written notice without the prior written consent of Owner, which consent shall not be unreasonably withheldreplacement. (e) To Upon and after the extent within occurrence of any For Cause Event as described in this Section 7.2(e), or Section 7.2(e) of the control Sister Company LLC Agreement or any Event of ManagerDefault with respect to JMIR or JMIR Manager under this Agreement or the Sister Company LLC Agreement, obtain and keep in full force and effect, either Investor shall have the right in its own name on behalf sole and absolute discretion to terminate JMIR Manager as the Manager by the delivery of Owner or in Owner’s namewritten notice and, as may be required by applicable laws, upon any and all new, renewal and additional licenses and permits necessary to enable Manager to operate the Hotel in accordance with applicable laws including, without limitation, those licenses and permits necessary for the sale of alcoholic beverages to be consumed on premises or sold in unopened containers at such termination (i) the HotelInvestor may designate a successor Manager (which may be itself or an Affiliate of Investor), (ii) if such For Cause Event did not arise in connection with the death, disability or incompentency of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, any restaurant distributions to the Members under Section 5.3 shall no longer be made under Section 5.3 hereof and lounge located within the Hotelfrom that time forward shall be made instead under Section 5.4 hereof, and (iii) Investor may deliver an Offer Notice under Section 10.2(a) and, notwithstanding anything to the contrary contained in this Agreement, Investor shall have the unilateral right and authority to make all decisions on behalf of the Company and cause the Company to take any other usual and customary locations where alcoholic beverages are sold within the Hotel. (f) Accord rooms to persons to whom such privileges are customarily accorded in the industry, including, without limitation, (i) employees of Manager’s parent company, pursuant to its personnel policies and subject to space availability, and (ii) such employees of Owner as Owner may from time to time designate. (g) Establish and revise, as necessary, administrative policies and procedures including, without limitation, policies and procedures for the control of revenue and expenditures, for the purchase of Operating Equipment, Operating Supplies and services, for the control of credit, and for the scheduling of maintenance. (h) Procure, or arrange for the procurement of, as agent for Owner, all replacement Operating Equipment and Operating Supplies necessary to maintain and operate the Hotel properly in the ordinary course of business. (i) Make or install, or cause to be made or installedactions which Investor, in its sole discretion, may determine. For the name purposes of Ownerthis Agreement, all normal capital repairs, decorations, renewals, revisions, alterations, rebuilds, replacements, additions, and improvements in and to the Hotel building and FF&E, in the ordinary course of business, that Manager deems necessary or appropriate for the proper operation and maintenance a “For Cause Event” shall mean any of the Hotel, on the condition that such items are contemplated by the Annual Business Plan for such Fiscal Year in which such action is taken. (j) Arrange and contract for all advertising and promotion of the Hotel which Manager in its reasonable discretion deems necessary or appropriate for the operation of the Hotel. (k) Open and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver to Owner the Annual Business Plans and Financial Statements, and such other information as required by this Agreement. (m) Plan, execute and supervise repairs and maintenance at the Hotel. (n) Provide the Group Services. (o) Procure and maintain insurance in accordance with Article XII. (p) Keep Owner advised as to all major policy matters affecting the Hotel. (q) To the extent within the control of Manager, operate the Hotel in compliance with the Franchise Agreement and the Mortgage. Manager shall notify Owner of any notice of violations of Franchise Agreement or Mortgage received by Manager. (r) Conduct such other operations from time to time as may be required under this Agreement.following: