A STATEMENT DELIVERED PURSUANT TO
SECTION 8.1(B) REFLECTS ANY OVERPAYMENT (OTHER THAN WITH RESPECT TO OWNER'S
FIRST PRIORITY OR AMOUNTS TO BE CONTRIBUTED TO THE RESERVE
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ACCOUNT), THE PARTY WHICH RECEIVED SUCH OVERPAYMENT SHALL DEPOSIT THE SAME IN
THE BANK ACCOUNTS (OR REMIT THE SAME TO MANAGER FOR SUCH DEPOSIT) AND THE SAME
SHALL THEN BE DISPERSED IN THE ORDER SPECIFIED IN SECTION 10.1.
10.8
AMOUNTS OUTSTANDING AT END OF TERM.
UNLESS THIS
AGREEMENT IS WRONGFULLY TERMINATED BY OWNER, THEN UPON THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT, MANAGER SHALL HAVE NO CLAIM AGAINST OWNER,
PURCHASER OR THE HOTELS FOR AMOUNTS OWED TO IT UNDER THIS AGREEMENT WHICH HAVE
NOT BEEN PAID BY REASON OF THE INADEQUACY OF GROSS REVENUES OR OPERATING
PROFITS.
10.9
ALLOCATION OF OWNER'S FIXED PRIORITY.
OWNER'S
FIXED PRIORITY SHALL INITIALLY BE ALLOCATED AMONG THE HOTELS AS SET FORTH IN
EXHIBIT C.
UPON ANY INCREASE TO OWNER'S FIXED PRIORITY BY REASON OF ANY ADVANCE
MADE PURSUANT TO SECTION 5.2(C) OR SECTION 15.2, SUCH INCREASE SHALL BE
ALLOCATED TO EACH HOTEL TO THE EXTENT SUCH ADVANCE WAS MADE FOR SUCH HOTEL.
IN
THE EVENT OF AN ADJUSTMENT TO OWNER'S FIRST PRIORITY OR OWNER'S SECOND PRIORITY
PURSUANT TO SECTIONS 2.7 OR 24.17, SUCH ADJUSTMENT SHALL BE ALLOCATED AMONG THE
REMAINING HOTELS IN PROPORTION TO THEIR ALLOCATED SHARE OF OWNER'S FIRST
PRIORITY IMMEDIATELY PRIOR TO SUCH ADJUSTMENT.
10.10
SURVIVAL.
THE TERMS OF THIS ARTICLE 10 SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THE TERM.
ARTICLE 11
CERTAIN OTHER SERVICES
11.1
OPTIONAL SERVICES.
OWNER ACKNOWLEDGES THAT
MANAGER AND ITS AFFILIATES SOMETIMES PROVIDE SEPARATE, OPTIONAL SERVICES WHICH
MAY RELATE TO THE HOTELS IN ADDITION TO THOSE WHICH ARE ENCOMPASSED BY THIS
AGREEMENT.
OWNER AGREES TO CONSIDER IN GOOD FAITH ANY PROPOSALS PRESENTED TO IT
BY MANAGER OR ANY OF MANAGER'S AFFILIATES FOR SUCH ADDITIONAL SERVICES RELATIVE
TO THE HOTELS; IT BEING UNDERSTOOD, HOWEVER, THAT THIS SECTION 11.1 SHALL IN NO
EVENT BE CONSTRUED TO REQUIRE OWNER TO ACCEPT ANY SUCH PROPOSALS.
11.2
PURCHASING.
IN MAKING PURCHASING DECISIONS WITH
RESPECT TO PRODUCTS AND SERVICES USED IN THE OPERATION OF THE HOTELS, MANAGER
WILL EXERCISE REASONABLE BUSINESS JUDGMENT IN ACCORDANCE WITH THE OPERATING
STANDARDS.
MANAGER SHALL BE ENTITLED TO CONTRACT WITH ITS AFFILIATES, OTHERS IN
WHOM MANAGER OR ITS AFFILIATES HAVE AN OWNERSHIP INTEREST AND OTHERS WITH
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WHOM MANAGER OR ITS AFFILIATES HAVE CONTRACTUAL RELATIONSHIPS TO PROVIDE GOODS
AND/OR SERVICES TO THE HOTELS, PROVIDED THAT THE PRICES AND/OR TERMS FOR SUCH
GOODS AND/OR SERVICES ARE COMPETITIVE AND NO WORSE THAN THE PRICES AND/OR TERMS
THAT SUCH PROVIDER CHARGES UNRELATED THIRD PARTIES.
IN DETERMINING WHETHER SUCH
PRICES AND/OR TERMS ARE SO COMPETITIVE, THEY WILL BE COMPARED TO THE PRICES
AND/OR TERMS WHICH ARE AVAILABLE FROM COMPARABLY QUALIFIED PROVIDERS FOR GOODS
AND/OR SERVICES OF SIMILAR QUALITY GROUPED IN REASONABLE CATEGORIES, RATHER THAN
BEING COMPARED ITEM BY ITEM.
SUBJECT TO THE FOREGOING PROVISO, THE PRICES
CHARGED FOR SUCH GOODS OR SERVICES MAY INCLUDE OVERHEAD AND THE ALLOWANCE OF A
REASONABLE RETURN