Common use of Chain Services Clause in Contracts

Chain Services. A. Management Company shall, beginning with the Effective September 13, 1993 117 Date and thereafter during the Term of this Agreement, cause to be furnished to the Inn certain services ("Chain Services") which are furnished generally on a central or regional basis to other Residence Inn hotels in the Residence Inn System managed by the Manager. Chain Services shall include: (i) national sales office services; central training services; career development; and the Residence Inn computer payroll and central accounting services; and (ii) such additional central or regional services as are or may be, from time to time, furnished for the benefit of hotels in the Residence Inn System or in substitution for services now performed at individual inns which may be more efficiently performed on a group basis; including, but not limited to, regional managers and accounting staff; provided, however, that services not currently included in chain services pursuant to subsections 11.03.A(i) and 11.03.A(ii) above, shall only be added to "Chain Services" if, and to the extent that, such services: (a) are not services included in the Residence Inn System Fee (it being understood that Management Company's sole compensation for providing the Residence Inn System Services shall be receipt of the Residence Inn System Fee); (b) are not services relating to non-routine work (it being understood that the cost and expense of such non-routine services shall be Deductions as set forth in paragraph 6 of the definition of September 13, 1993 118 Operating Profit); and (c) are either (x) new services (i.e., not previously performed at or for the Inn) or (y) services which theretofore had been performed at the Inn, but which can be performed more efficiently and economically on a centralized or regional basis. B. Costs and expenses incurred in the providing of Chain Services shall be allocated on a fair and equitable basis among all Residence Inns owned, leased or managed by Management Company in the United States. Such allocation shall be made without regard to any "caps" or other limitations on the amount which Management Company or its Affiliates may charge to a given inn, pursuant to agreements which Management Company (or its Affiliates) may have with the owner of such inn. Any excess of that portion of such costs and expenses which is fairly allocated to a given inn over the "cap" which may be in effect with regard to that inn shall be paid by Management Company from its own funds. Management Company shall make no profit from Chain Services. Upon Owner's written request, an explanation of the current Chain Services will be given to Owner, and the basis for the allocation of the charge for each Chain Service will be explained to Owner, in reasonable detail, at the time of the submission of the Annual Operating Statement (as more particularly set forth in Section 9.01). In no event will the September 13, 1993 119

Chain Services. A. Management Company shall, beginning with the Effective September 13, 1993 117 Date and thereafter during the Term of this Agreement, cause to be furnished to the Inn certain services ("Chain Services") which are furnished generally on a central or regional basis to other Residence Inn hotels in the Residence Inn System managed by the Manager. Chain Services shall include: (i) national sales office services; central training services; career development; and the Residence Inn computer payroll and central accounting services; and (ii) such additional central or regional services as are or may be, from time to time, furnished for the benefit of hotels in the Residence Inn System or in substitution for services now performed at individual inns which may be more efficiently performed on a group basis; including, but not limited to, regional managers and accounting staff; provided, however, that services not currently included in chain services pursuant to subsections 11.03.A(i11.3.A(i) and 11.03.A(ii11.3.A(ii) above, shall only be added to "Chain Services" if, and to the extent that, such services: (a) are not services included in the Residence Inn System Fee (it being understood that Management Company's sole compensation for providing the Residence Inn System Services shall be receipt of the Residence Inn System Fee); (b) are not services relating to non-routine work (it being understood that the cost and expense of such non-routine services shall be Deductions as set forth in paragraph 6 of the definition of September 13, 1993 118 Operating Profit); and (c) are either (x) new services (i.e., not previously performed at or for the Inn) or (y) services which theretofore had been performed at the Inn, but which can be performed more efficiently and economically on a centralized or regional basis. B. Costs and expenses incurred in the providing of Chain Services shall be allocated on a fair and equitable basis among all Residence Inns owned, leased or managed by Management Company in Deductions pursuant to said paragraph 8 of the United States. Such allocation shall be made definition of "Operating Profit" without regard to any "caps" or other limitations on the amount which Management Company or its Affiliates may charge to a given inn, pursuant to agreements which Management Company (or its Affiliates) may have with the owner of such inn. Any excess of that portion of such costs and expenses which is fairly allocated to a given inn over the "cap" which may be in effect with regard to that inn shall be paid by Management Company from its own funds. Management Company shall make no profit from Chain Services. Upon Owner's written request, an explanation of the current Chain Services will be given to Owner, and the basis for the allocation of the charge for each Chain Service will be explained to Owner, in reasonable detail, at the time of the submission of the Annual Operating Statement (as more particularly set forth in Section 9.01). In no event will the September 13, 1993 119aforesaid limitation.

Chain Services. A. Management Company shall, beginning with the Effective September 13, 1993 117 Date and thereafter during the Term of this Agreement, Manager shall cause to be furnished to the Inn Hotel certain services ("“Chain Services"”) which that are furnished generally on a central or regional comparable basis to other Residence Inn full service hotels in the Residence Inn System managed by the ManagerMarriott Hotel System. Chain Services shall include: (i) national sales office services; central training services; career development; and the Residence Inn computer payroll and central accounting services; general categories of services listed in Exhibit C, and (ii) such additional central programs or regional services as are or may bemay, from time to time, be furnished for the benefit of hotels in the Residence Inn Marriott Hotel System or in substitution for services now performed at individual inns which may hotels that Manager determines can be provided more efficiently performed and economically for the Marriott Hotel System as a whole on a group system basis; including, but not limited to, regional managers and accounting staff; provided, however, that services not currently included in chain services pursuant to subsections 11.03.A(i) and 11.03.A(ii) above, shall only be added to "“Chain Services" ” pursuant to clause (ii) above if, and to the extent that, such services: (a) are not services included in the Residence Inn System Fee (it being understood that Management Company's sole compensation for providing the Residence Inn System Services shall be receipt of the Residence Inn System Fee); (b) are not services relating to non-routine work (it being understood that the cost and expense of such non-routine services shall be Deductions as set forth in paragraph 6 of the definition of September 13, 1993 118 Operating Profit)Central Office Services; and (cb) are either (x) new services (i.e., not previously performed at or for the Inn) Hotel), or (y) services which that theretofore had been performed at the InnHotel, but which that can be performed more efficiently and economically on for the Marriott Hotel System as a centralized or regional basiswhole. B. Costs and expenses incurred in the providing of Chain Services shall be allocated on a fair and equitable consistent basis among all Residence Inns owned, leased or managed by Management Company hotels in the United States▇▇▇▇▇▇▇ Hotel System. Such The charges for Chain Services shall include, as applicable, an allocation shall be made without regard to any "caps" or other limitations on the amount which Management Company or its Affiliates may charge to a given innof salaries, pursuant to agreements which Management Company (or its Affiliates) may have with the owner of such inn. Any excess of that portion of such wages, development costs and expenses which is fairly allocated overhead related to a given inn over the "cap" which may be employees of Manager, Marriott, or any Affiliate of Manager or Marriott involved in effect with regard to that inn shall be paid by Management Company from its own funds. Management Company shall make no profit from providing any of the Chain Services. Upon Owner's written request, an explanation of the current The costs associated with any Chain Services that are used by hotels in the ▇▇▇▇▇▇▇ Hotel System and that are also provided to other hotel brands owned by Marriott shall be allocated to such other brands on a fair and consistent basis, taking into account the level of such Chain Services being provided to each of such other brands. Manager represents and warrants to Owner that Manager will be given not earn a profit on charges for Chain Services. C. Pursuant to Ownerthe provisions of Section 4.07, and Manager shall provide to Owner the basis for the allocation of the charge for each Chain Service will be explained to OwnerServices Report, in reasonable detail, at the time of the submission of the Annual Operating Statement (as more particularly set forth such document is described in Section 9.01). In no event will the September 13, 1993 1194.07.

Chain Services. A. Management Company shall, beginning with the Effective September 13, 1993 117 Date and thereafter during the Term of this Agreement, cause to be furnished to the Inn Hotel certain services ("Chain Services") which are furnished generally on a central or regional basis to other Residence Inn full service hotels in the Residence Inn System managed by the ManagerMarriott chain. Chain Services shall include: (i) national sales office services; central training services; career developmentdevelopment and relocation of management personnel; central advertising and promotion (including direct and image media and advertising administration); the Marriott national reservations system and the Residence Inn Marriott computer payroll and central accounting services; and (ii) such additional central or regional services as are or may be, from time to time, furnished for the benefit of hotels in the Residence Inn System Marriott chain or in substitution for services now performed at individual inns hotels which may be more efficiently performed on a group basis; including, but not limited to, regional managers and accounting staff; provided, however, that services not currently included in chain services pursuant to subsections 11.03.A(i) and 11.03.A(ii) above, shall only be added to "Chain Services" pursuant to clause (ii) above if, and to the extent that, such services: (a) are not services included in the Residence Inn System Fee (it being understood that Management Company's sole compensation for providing the Residence Inn System Services shall be receipt of the Residence Inn System Fee)Central Office Services; (b) are not services relating to non-routine work (it being understood that the cost and expense of such non-routine services shall be Deductions as set forth in paragraph 6 of the definition of September 13, 1993 118 Operating Profit); and (c) are either (x) new services (i.e., not previously performed at or for the InnHotel) or (y) services which theretofore had been performed at the InnHotel, but which can be performed more efficiently and economically on a centralized or regional basis. B. Costs and expenses incurred in the providing of Chain Services shall be allocated on a fair and equitable basis among all Residence Inns Marriott hotels owned, leased or managed by Management Company in the United States. Such allocation shall be made without regard to any "caps" or other limitations on the amount which Management Company or its Affiliates may charge to a given innhotel, pursuant to agreements which Management Company (or its Affiliates) may have with the owner of such innhotel. Any excess of that portion of such costs and expenses which is fairly allocated to a given inn hotel over the "cap" which may be in effect with regard to that inn hotel shall be paid by Management Company from its own funds. Management Company shall make no profit from Chain Services. Upon Owner's written request, an explanation of the current Chain Services will be given to Owner, and the basis for the allocation of the charge for each Chain Service will be explained to Owner, in reasonable detail, at the time of the submission of the Annual Operating Statement (as more particularly set forth in Section 9.01). In no event will the September 13total charge for all of the Chain Services which are described in clause (i) of Section 11.03 A (exclusive of reservations), 1993 119for any given Fiscal Year, exceed the Chain Services Cap. The parties hereby stipulate that the limitation set forth in the preceding sentence is intended to apply only to the services which are currently listed (as of the Effective Date) in Section 11.03 A(i); accordingly, if there are types of expenditures which were originally treated as Deductions (other than pursuant to paragraph 8 of the definition of "Operating Profit" in Section 1.01), but which are later determined to be more properly treated as Chain Services, such expenditures shall be treated as Deductions pursuant to said paragraph 8 of the definition of "Operating Profit" without regard to the aforesaid limitation.