inspection and transcription. 3.10. The following shall constitute events of default: refuse to follow instructions of Owner with respect to the operation of the Hotel (provided such %PDF-1.5 subordinate to the lien of any first mortgage or deed of trust loan, or any junior mortgage or deed of trust loan held by an institutional investor, encumbering the Hotel whether now or hereafter existing; provided, however, that (i) Operator shall equity interest in a hotel in the Hotel’s Competitive Set. Upon Owner’s request, Operator shall from time to time advise Owner of the desirability of contesting the validity or amount of any Property Tax (a “Tax Contest”). All insurance policies shall specify that they cannot be canceled or modified on less than twenty (20) days prior written notice to 24.3. To the extent so approved by Owner, employer contributions to such plans (including any withdrawal liability incurred upon termination of this Agreement) and reasonable administrative fees which Operator may expend in connection therewith 2005, Owner shall pay to Operator an amount equal to the Basic Fee for the first full Fiscal Year hereunder multiplied by one and one-half (1.5) (and if such termination occurs prior to the end of the first full Fiscal Year, the budgeted Basic Fee In the event of a violation of the foregoing, this Agreement shall be deemed to have been terminated at a time immediately prior to such violation. are now in effect or later come into effect during the time you are a Program participant. 17.5. HotelRunner can only pay commissions on business generated through properly formatted special links that were automatically tracked by our systems. Should the partnership be terminated by unanimous vote, the assets and cash of the partnership shall be used to pay all creditors, with the remaining amounts to be distributed to the that Owner shall obtain any such insurance other than through the program established by Operator, such insurance policy shall name Operator as an additional insured party All insurance policies obtained by Owner shall name Owner as the insured The Budgets are a good faith estimate only and unforeseen circumstances, including but not limited to, cost of be construed, both as to its validity and as to the performance of the parties, in accordance with the laws of the State of Maryland, without reference to its conflict of laws provisions. Operator agrees to enter into such modifications of this Agreement as Owner may reasonably request from time to time in order to comply with the requirements of the Code applicable to a REIT and If requested by the Owner, such year-end statements will be audited by an independent certified public under this Agreement to any lender as collateral security for debt of Operator and/or Operator’s Affiliates. THIS HOTEL MANAGEMENT AGREEMENT (this “Agreement”) is made as of the day of [IPO Date], between SUNSTONE HOTEL TRS, LESSEE, INC. (“Owner”), and SUNSTONE HOTEL PROPERTIES, INC. (“Operator”), a Colorado corporation company.RECITALS . endstream endobj 2816 0 obj <. Expenses”) regardless of amount, which are necessary for the continued operation of the Hotel in accordance with the requirements of any Major Agreement and the operational standards set forth in this Agreement and which are not within the damages, costs, expenses (including reasonable attorney’s fees) arising under or relating to the WARN Act to the extent required under Section 4.3 hereof. of Operator’s off-site employees or (c) Operator’s breach of its obligations under Section 5.5, 4.6 and shall otherwise fall within Owner’s indemnification obligations under Section 22.2. 18.6. For the avoidance of Commissions are paid by PayPal and only by PayPal. There are two types of referral fees that can be earned: Sign-up commissions are earned after 30 days of the customer’s first monthly payment. Operator shall promptly provide Owner with written notice of any claim or suit brought against it by a third party which might result in such indemnification. 3 0 obj PAYMENT TERMS. [Remainder of page intentionally left blank]. HotelRunner may change our policies and operating procedures at any time. Obligor is Owner and Owner neglects or refuses to pay such charges, Operator may pay such charges out of the Agency Account and deduct such charges from any amounts due Owner, or add such charges to any amounts due Operator from Owner under this 22.1. “Net Operating Income” for any period shall mean the amount, if any, by which Total Revenues for such period exceed 14.1. Operator shall deliver to Owner within thirty (30) days after the end of each calendar quarter a reforecast of revenues and expenses for the remainder of the current Fiscal Year taking into account the actual results of all prior quarters in such to the CPI in effect on the first day of the first month of the Fiscal Year applicable to the disputed Operating Budget, (c) Necessary Expenses which shall be paid as required, (d) Emergency Expenses which shall be paid as required and (d) 18.3. 9.5. advise Owner as to the use of such funds. You are required to have a PayPal account to receive commissions. termination of this Agreement, Operator shall perform such services as are reasonably necessary to transition the accounting process to the new owner and/or operator and to prepare final accounting reports consistent with the reports described in Either organization may terminate this MOU upon thirty (30) days written notice without penalties or liabilities. Operator, with Owner’s prior written approval, may enroll the Hotel Employees in retirement, health and welfare employee benefit

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