SYSTEMS OF INTERNAL CONTROLS.
(B)
THAT AUDITOR HAS VERIFIED THAT THE INFORMATION PROVIDED WAS
GENERATED FROM THE SAME REPORTING SYSTEMS AS MANAGER USES FOR ITS REGULAR
PERIODIC ACCOUNTING AND REPORTING.
(C)
THAT AUDITOR HAS VERIFIED THE MATHEMATICAL ACCURACY OF THE
8.1(C) STATEMENT.
(D)
THAT AUDITOR HAS RECOMPUTED THE ANNUAL CALCULATION OF MANAGEMENT
FEES, SYSTEM FEES, CONTRIBUTIONS TO THE RESERVE ACCOUNT, EXPENDITURES FROM THE
RESERVE ACCOUNT, OWNER'S PERCENTAGE PRIORITY AND THE RESIDUAL DISTRIBUTION.
(E)
THAT AUDITOR HAS CONFIRMED THAT THE HOTELS ARE SUBJECTED TO AUDIT
PROCEDURES BY MANAGER'S INTERNAL AUDIT DEPARTMENT, IF ANY, AND REVIEWED WORK
PAPERS PROVIDED IN CONNECTION THEREWITH.
IF AUDITOR HAS PERFORMED HOTEL LEVEL
AUDIT PROCEDURES AT ANY HOTEL, AUDITOR SHALL IDENTIFY THOSE HOTELS AND LIST THE
PROCEDURES PERFORMED AND RESULTS OBTAINED.
IN ANY EVENT AT LEAST THREE (3) OF
THE POOLED FF&E HOTELS SHALL BE SUBJECTED TO AUDIT PROCEDURES EACH FISCAL YEAR
BY EITHER INTERNAL AUDIT OR THE AUDITOR.
1.5
"AGREEMENT"
SHALL MEAN THIS AMENDED AND RESTATED MANAGEMENT
AGREEMENT, TOGETHER WITH ALL OF THE EXHIBITS ATTACHED
2
HERETO, AS IT AND THEY MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE
TERMS HEREOF.
1.6
"ANAHEIM CONDEMNATION"
SHALL MEAN ANY CONDEMNATION PURSUANT TO,
OR IN CONNECTION WITH, THE FUTURE STREET DEDICATION IN ACCORDANCE WITH THE CITY
OF ANAHEIM MASTER PLAN OF STREETS (AS THE SAME MAY BE AMENDED, ALTERED OR
REPLACED FROM TIME TO TIME) REFERRED TO ON THE SURVEY ENTITLED "ALTA/ACSM LAND
TITLE SURVEY PREPARED FOR INTERCONTINENTAL HOTELS GROUP," PREPARED BY MILLMAN
SURVEYING, INC., DATED AUGUST 16, 2004, LAST REVISED JANUARY 27, 2005.
1.7
"ARBITRATION"
SHALL MEAN AN ARBITRATION CONDUCTED IN ACCORDANCE
WITH THE TERMS OF SECTION 24.20.
1.8
"AUSTIN HOTEL"
SHALL MEAN THE HOTEL HAVING A STREET ADDRESS AT
701 CONGRESS AVENUE, AUSTIN, TEXAS AND LOCATED ON THE SITE DESCRIBED ON
EXHIBIT A-12 ATTACHED HERETO.
1.9
"AUTHORIZED MORTGAGE"
SHALL MEAN (A) ANY FIRST MORTGAGE, CHARGE,
DEBENTURE, FIRST DEED-OF-TRUST OR FIRST DEED TO SECURE DEBT, AND OTHER RELATED
SECURITY DOCUMENTS GRANTED IN CONNECTION THEREWITH, NOW OR HEREAFTER GRANTED BY
PURCHASER TO SECURE A LOAN TO, OR OTHER DEBT OF, PURCHASER OR ITS AFFILIATES
WHICH IS MADE BY AN INSTITUTIONAL LENDER, INVESTMENT BANK, PUBLICLY TRADED
INVESTMENT FUND OR OTHER SIMILAR PERSON REGULARLY MAKING LOANS SECURED BY
HOTELS, OR INCURRED IN CONNECTION WITH THE ISSUANCE OF A MORTGAGE BACKED
SECURITY, WHICH LOAN OR DEBT PROVIDES FOR (I) LEVEL PAYMENTS OF INTEREST AND
PRINCIPAL AND (II) AMORTIZATION AND OTHER TERMS WHICH ARE COMMERCIALLY
REASONABLE AND/OR (B) THE DEED OF TRUST GRANTED BY PURCHASER TO ITS AFFILIATE IN
CONNECTION WITH PURCHASER'S ACQUISITION OF THE HOTEL IN TENNESSEE.
1.10
"AWARD"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN THE LEASE.
1.11
"BALTIMORE CENTRAL PLANT"
SHALL HAVE THE MEANING GIVEN THE TERM
"CENTRAL PLANT" IN THE BALTIMORE DECLARATION.
1.12
"BALTIMORE DECLARATION"
SHALL MEAN THAT CERTAIN AMENDED AND
RESTATED DECLARATION OF EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS, DATED
APRIL 9, 1986, MADE BY HARBOR COURT ASSOCIATES AND RECORDED WITH THE LAND
RECORDS OF BALTIMORE CITY, MARYLAND IN LIBER 893, PAGE 406, AS