HAVE THE RIGHT IN MANAGER'S OR OWNER'S NAME
TO CONTEST OR PROTEST ANY TAX OR ASSESSMENT OR PROPOSED ASSESSMENT WHICH MAY
BECOME A LIEN ON, OR BE ASSESSED AGAINST, ANY HOTEL OR ANY COMPONENT THEREOF DUE
AND FOR THE TERM OR ANY LEGAL REQUIREMENT PAYABLE BY APPROPRIATE LEGAL
PROCEEDINGS, CONDUCTED IN GOOD FAITH AND WITH DUE DILIGENCE PROVIDED THAT (A)
SUCH CONTEST SHALL NOT CAUSE PURCHASER OR OWNER TO BE IN DEFAULT UNDER ANY
AUTHORIZED MORTGAGE, (B) NO PART OF A HOTEL NOR ANY GROSS REVENUES THEREFROM
SHALL BE IN ANY IMMEDIATE DANGER OF SALE, FORFEITURE, ATTACHMENT OR LOSS, AND
(C) OWNER AND PURCHASER ARE NOT EXPOSED TO ANY RISK FOR CRIMINAL OR CIVIL
LIABILITY.
THE REASONABLE COST AND EXPENSES OF SUCH CONTEST OR PROTEST SHALL BE
OPERATING COSTS.
7.11
PRIVACY.
MANAGER SHALL CONDUCT THE BUSINESS OF THE HOTELS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LEGAL REQUIREMENTS
GOVERNING PRIVACY AND THE PROTECTION OF PERSONAL INFORMATION (INCLUDING, INTER
ALIA, THE PERSONAL INFORMATION OF PATRONS AND EMPLOYEES OF THE HOTELS).
MANAGER
SHALL IMPLEMENT A WRITTEN PRIVACY POLICY WHICH GOVERNS THE COLLECTION, USE AND
DISCLOSURE OF PERSONAL INFORMATION AND SHALL COMPLY IN ALL MATERIAL RESPECTS
WITH SUCH POLICY.
ARTICLE 8
FISCAL MATTERS
8.1
ACCOUNTING MATTERS.
(A)
MANAGER SHALL MAINTAIN BOOKS AND RECORDS REFLECTING THE RESULTS OF
HOTEL OPERATIONS ON AN ACCRUAL BASIS IN ACCORDANCE WITH THE UNIFORM SYSTEM OF
ACCOUNTS AND THE ACCOUNTING PRINCIPLES.
IN CONSIDERATION THEREOF, MANAGER SHALL
BE PAID THE ACCOUNTING FEE AS PROVIDED IN ARTICLE 9.
OWNER AND
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MANAGER AND THEIR RESPECTIVE INDEPENDENT ACCOUNTING FIRMS AND REPRESENTATIVES
WILL HAVE THE RIGHT TO EXAMINE SUCH BOOKS AND RECORDS OF THE HOTEL AT ANY
REASONABLE TIME AND TO MAKE AND RETAIN COPIES THEREOF.
MANAGER SHALL RETAIN,
FOR AT LEAST THREE (3) YEARS AFTER THE EXPIRATION OF EACH FISCAL YEAR,
REASONABLY ADEQUATE RECORDS SHOWING GROSS REVENUES AND APPLICATIONS THEREOF FOR
THE HOTELS FOR SUCH FISCAL YEAR (WHICH OBLIGATION SHALL SURVIVE THE EXPIRATION
OR EARLIER TERMINATION OF THE TERM).
(B)
ON OR BEFORE THE TWENTY-FIFTH (25TH) DAY AFTER THE END OF EACH
FISCAL MONTH, MANAGER SHALL FURNISH OWNER WITH A DETAILED OPERATING STATEMENTS
SETTING FORTH THE RESULTS OF OPERATIONS AT THE HOTELS WITH RESPECT TO SUCH MONTH
AND YEAR-TO-DATE SHOWING FOR EACH HOTEL, GROSS REVENUES, ROOMS REVENUES, REVENUE
PER AVAILABLE ROOM, OCCUPANCY PERCENTAGE AND AVERAGE DAILY RATE, OPERATING
COSTS, OPERATING PROFIT, THE APPLICATIONS AND DISTRIBUTIONS THEREOF AND ITS
OWNER'S PERCENTAGE PRIORITY TOGETHER WITH AN OFFICER'S CERTIFICATE.
SUCH
STATEMENTS MAY BE PROVIDED ELECTRONICALLY TO OWNER.
(C)
NOT LESS THAN TEN (10) DAYS PRIOR TO THE DATE ON WHICH OWNER OR
ANY OF ITS AFFILIATES ARE REQUIRED TO FILE AUDITED FINANCIAL STATEMENTS WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (BUT IN ALL EVENTS ON OR BEFORE
FEBRUARY 15 OF EACH YEAR), MANAGER SHALL DELIVER TO OWNER AND PURCHASER AN
OFFICER'S CERTIFICATE (THE "8.1(C) STATEMENT") SETTING FORTH FOR THE PRIOR YEAR
THE TOTALS FOR EACH HOTEL AND FOR ALL OF THE HOTELS OF GROSS REVENUES AND
OPERATING COSTS, THE CALCULATION OF