PROVIDED, HOWEVER,
MANAGER SHALL NOT BE OBLIGATED TO PROVIDE SUCH STATEMENTS WITH RESPECT TO THE
ACCOUNTING FEE UNTIL SUCH TIME AS IT HAS IN PLACE THE MEANS OF PRODUCING SUCH
STATEMENTS.
MANAGER COVENANTS, WARRANTS AND REPRESENTS THAT EACH HOTEL IN THE
BRAND PAYS, AND SHALL AT ALL TIMES PAY, THE SAME FEES FOR SUCH SERVICES AND ALL
SUCH FEES COLLECTED BY MANAGER ARE, AND WILL BE, APPLIED TO THE COST OF
PROVIDING SUCH SERVICES TO ALL HOTELS IN THE BRAND WITHOUT PROFIT TO MANAGER OR
ITS AFFILIATES EXCEPT TO THE EXTENT THAT SUCH PROFIT FOR ANY YEAR SHALL BE
APPLIED TO THE COST OF PROVIDING SUCH SERVICES IN THE SUBSEQUENT YEAR; PROVIDED,
HOWEVER, MANAGER AND ITS AFFILIATES SHALL NOT RETAIN ANY SUCH PROFITS FOR AN
UNREASONABLE PERIOD OF TIME.
ANY DISPUTES UNDER THIS SECTION 9.2 SHALL BE
RESOLVED BY ARBITRATION.
All Service Fees described above shall accrue monthly, when billed, but in no
event shall any such fees accrue prior to the end of the month for which they
are incurred.
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ARTICLE 10
DISBURSEMENTS
10.1
DISBURSEMENT OF FUNDS.
AS AND WHEN RECEIVED BY MANAGER OR THE
HOTELS, ALL GROSS REVENUES FROM ALL OF THE HOTELS SHALL BE DEPOSITED INTO THE
BANK ACCOUNTS AND, SUBJECT TO THE TERMS OF SECTIONS 8.1 AND 10.6, APPLIED IN THE
FOLLOWING ORDER OF PRIORITY TO THE EXTENT AVAILABLE:
(A)
FIRST, TO PAY ALL OPERATING COSTS;
(B)
SECOND, TO FUND THE RESERVE ACCOUNT AS REQUIRED BY SECTION 5.2 FOR
THE PREVIOUS FISCAL MONTH;
(C)
THIRD, TO OWNER, FIRST, ALL OWNER'S PRIORITY THEN DUE AND PAYABLE
AND THEN ALL ACCRUED BUT UNPAID OWNER'S PRIORITY WHICH ACCRUED PURSUANT TO THE
TERMS OF SECTION 10.3 DURING THE FISCAL YEAR TO WHICH SUCH GROSS REVENUES
PERTAIN (NET OF AMOUNTS THERETOFORE PAID FROM OPERATING PROFITS BY MANAGER ON
BEHALF OF OWNER ON ACCOUNT OF DEBT SERVICE DUE UNDER AN AUTHORIZED MORTGAGE AS
PROVIDED IN SECTION 4.3(C));
(D)
FOURTH, (I) TO REIMBURSE MANAGER FOR ANY AMOUNTS ADVANCED BY
MANAGER PURSUANT TO SECTION 5.2(D) TOGETHER WITH INTEREST ON THE OUTSTANDING
AMOUNTS THEREOF AT THE INTEREST RATE (DETERMINED AS OF THE DATE OF THE
APPLICABLE ADVANCE) AND (II) TO PAY FOR CAPITAL REPLACEMENTS WHICH OWNER FAILED
TO TIMELY FUND PURSUANT TO SECTION 5.2(C);
(E)
FIFTH, TO FUND THE RESERVE ACCOUNT TO THE EXTENT THAT THE
AGGREGATE AMOUNTS PREVIOUSLY FUNDED FOR PRIOR PERIODS IS LESS THAN THE AMOUNT
REQUIRED TO BE FUNDED FOR SUCH PERIODS PURSUANT TO THE TERMS OF SECTION 5.2;
(F)
SIXTH, (COMMENCING IN 2005) TO OWNER, ALL ACCRUED BUT UNPAID
OWNER'S PERCENTAGE PRIORITY;
(G)
SEVENTH, TO MANAGER, INTEREST AT THE INTEREST RATE (DETERMINED AS
OF THE DATE OF THE APPLICABLE ADVANCE) ON ANY OUTSTANDING AMOUNTS ADVANCED BY
MANAGER PURSUANT TO SECTION 15.2(C);
(H)
EIGHTH, TO MANAGER, ANY ACCRUED BUT UNPAID ADJUSTED BASE
MANAGEMENT FEE FOR THE PREVIOUS FISCAL MONTH BUT NO OTHER PERIOD;
(I)
NINTH, TO REIMBURSE OWNER FOR ANY ADVANCES MADE BY OWNER TO
WORKING CAPITAL;
58
(J)
TENTH, TO REIMBURSE MANAGER FOR ANY ADVANCES MADE BY MANAGER