3. THE MASTER MANAGER’S COVENANTS
3.1. The Master Manager undertakes to the Apartment Owner that it shall:
(a) Observe and comply with the terms and conditions of this Agreement;
(b) Pay the Apartment Owner’s Return to the Apartment Owner on a quarterly basis no later than 30 days after the end of each quarterly term, to a bank account nominated by the Apartment Owner in writing. Should the Apartment Owner request payment into an account outside of Thailand, any cost and risk of conversion of currency into the Apartment Owner’s nominated account shall be at the sole risk of the Apartment Owner and the Apartment Owner further acknowledges the Master Manager’s right to deduct any outstanding amounts from the Apartment Owner’s Return that might be owing under this Agreement, or any related agreement or agreement incorporated by reference herein, including without limitation, the Apartment Lease Agreement or the Share Transfer Agreement; and
(c) Provide quarterly reports to the Apartment Owner documenting the calculation of the Apartment Owner’s Return and contributions to and payment of the Sinking Fund.
3.2 The Apartment Owner’s Return is calculated as depicted under Schedule III of this Agreement.
3.3 Subject to Clause 3.4, the Apartment Owner will be entitled to full and unrestricted access to the Apartment and peaceful enjoyment of the Common Areas together with other Apartment Owners and guests of the Hotel.
3.4 The Apartment Owner acknowledges that the Master Manager may set down certain conditions or restrictions on the access to and use of the Common Areas (or parts of it) as the Master Manager may determine in its absolute discretion from time to time. The Apartment Owner acknowledges that the Apartment Owner has no right of ownership of such parts of the Common Areas which shall be operated commercially under the sole responsibility of the Master Manager or any designated third party operator as depicted under the master plan attached in the Apartment Lease Agreement.
3.5 Subject to availability of the Apartment and the terms set out below, the Apartment Owner or its family, friends or other invitees may occupy the Apartment outside of the rental pooling arrangement (“Owner’s Usage Days”). In this event, the Apartment Owner shall pay 600 THB (Six Hundred Thai Baht) per night for each Owner’s Usage Day. In addition, the Apartment Owner shall not be entitled to its portion of the Apartment Owner’s Return for any Owner’s Usage Days, and shall be responsible for the cost for any food and beverage consumed by an Apartment Owner or its guests during the Owner’s Usage Days, which must be cleared and paid upon check-out. However, for the avoidance of doubt, the provision and of in-suite coffee, tea and toiletries is included in the 600 THB (Six Hundred Thai Baht) per night rate for Owner’s Usage Days, and said coffee, tea and toiletries shall be topped up at no additional charge at the request of the Apartment Owner or its invitees during Owner’s Usage Days. In addition, the Apartment Owner or its invitee/s shall be entitled to reasonable laundry services at no additional fee or charge.
Booking and utilization of Owner’s Usage Days are regulated as follows:
(a) The Master Manager would appreciate twenty-one (21) days’ notice of any Owner’s Usage Days; otherwise the Master Manager cannot promise that the Apartment or an alternative accommodation will be available.
(b) The Master Manager shall use its best endeavors to assign the Apartment to the respective Apartment Owner for use but reserves its right to allocate an alternative and similar apartment unit to the Apartment Owner.
(c) The Apartment Owner must notify the Master Manager in writing of any cancellation at least 14 (fourteen) days prior to the scheduled arrival date failing which the Apartment Owner shall be required to pay the required rate of 600 THB per night for the number of days’ booked, and shall not be entitled to the Apartment Owner’s Return in respect of those days.
(d) For any night of use of Owner’s Usage Days, the Apartment Owner is withdrawn from the pool for the purposes of calculating Apartment Owner’s Return.