OWNER'S PERCENTAGE PRIORITY AND THE RESIDUAL
DISTRIBUTION AND DEPOSITS TO, AND EXPENDITURES FROM, THE RESERVE ACCOUNT
TOGETHER WITH AN AGREED UPON PROCEDURE LETTER WITH RESPECT THERETO.
THE COST OF
OBTAINING SUCH LETTER SHALL BE AN OPERATING COST.
(D)
IF ANY AMOUNTS DUE TO OWNER AS SHOWN IN AN OFFICER'S CERTIFICATE
OR AUDIT PROVIDED PURSUANT TO SECTIONS 8.1(F) OR 17.4 EXCEED THE AMOUNTS
PREVIOUSLY PAID WITH RESPECT THERETO TO OWNER, MANAGER SHALL PAY SUCH EXCESS TO
OWNER AT SUCH TIME AS THE OFFICER'S CERTIFICATE OR AUDIT IS DELIVERED, TOGETHER
WITH INTEREST AT THE INTEREST RATE FROM THE DATE DUE.
(ANY SUCH INTEREST WHICH
ACCRUES AFTER THE DAY THAT IS TEN (10) BUSINESS DAYS AFTER THE DATE ON WHICH THE
8.1(C) STATEMENT IS DELIVERED OR IS DUE AND ANY SUCH INTEREST WHICH RESULTS FROM
MANAGER'S WILLFUL UNDERSTATEMENT OF AMOUNTS DUE TO OWNER SHALL NOT BE OPERATING
COSTS, BUT SHALL BE PAID BY MANAGER.)
IF OWNER'S PERCENTAGE PRIORITY DUE AS
SHOWN IN AN OFFICER'S CERTIFICATE OR AUDIT IS LESS THAN THE AMOUNT PREVIOUSLY
PAID WITH RESPECT THERETO TO OWNER, OWNER SHALL BE ENTITLED TO RETAIN THE SAME
BUT SHALL CREDIT SUCH OVERPAYMENT AGAINST THE NEXT INSTALLMENT OF
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OWNER'S PERCENTAGE PRIORITY.
IF ANY MANAGEMENT FEE DUE TO MANAGER AS SHOWN ON
AN OFFICER'S CERTIFICATE OR AUDIT IS LESS THAN THE AMOUNT PREVIOUSLY PAID TO
MANAGER ON ACCOUNT THEREOF, MANAGER SHALL, WITHIN TEN (10) BUSINESS DAYS AFTER
THE DATE ON WHICH SUCH OFFICER'S CERTIFICATE OR AUDIT IS DELIVERED, DEPOSIT THE
OVERPAYMENT IN THE BANK ACCOUNTS.
IF THE RESIDUAL DISTRIBUTION DUE AS SHOWN ON
THE OFFICER'S CERTIFICATE OR AUDIT IS LESS THAN THE AMOUNT PREVIOUSLY PAID TO
OWNER WITH RESPECT THERETO, OWNER SHALL PROMPTLY DEPOSIT (OR DELIVER TO MANAGER
WHO WILL IN TURN DEPOSIT) THE OVERPAYMENT IN THE BANK ACCOUNTS.
IN NO EVENT
SHALL (I) ANY AMOUNT PREVIOUSLY DEPOSITED IN THE RESERVE ACCOUNT BE WITHDRAWN
THEREFROM PURSUANT TO THIS ARTICLE 8 OR (II) DISTRIBUTIONS OF OWNER'S PRIORITY
BE SUBJECT TO ADJUSTMENT.
(E)
IN ADDITION, MANAGER SHALL PROVIDE OWNER WITH INFORMATION RELATING
TO THE HOTELS, MANAGER AND ITS AFFILIATES THAT (I) MAY BE REQUIRED IN ORDER FOR
OWNER, PURCHASER OR THEIR AFFILIATES TO PREPARE FINANCIAL STATEMENTS IN
ACCORDANCE WITH ACCOUNTING PRINCIPLES OR TO COMPLY WITH ANY LEGAL REQUIREMENT
INCLUDING, WITHOUT LIMITATION, ANY APPLICABLE TAX AND SECURITIES LAWS AND
REGULATIONS AND THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION'S
INTERPRETATION THEREOF, (II) MAY BE REQUIRED FOR OWNER, PURCHASER OR ANY OF
THEIR AFFILIATES TO PREPARE FEDERAL, STATE OR LOCAL TAX RETURNS, OR (III) IS OF
THE TYPE THAT MANAGER CUSTOMARILY PREPARES FOR OTHER HOTEL OWNERS OR ITSELF.
(F)
AT OWNER'S ELECTION AND AT OWNER'S COST EXCEPT AS OTHERWISE
PROVIDED HEREIN, A CERTIFIED AUDIT OF THE HOTELS' OPERATIONS MAY BE PERFORMED
ANNUALLY, AND AFTER THE EXPIRATION DATE, BY A NATIONALLY RECOGNIZED, INDEPENDENT
CERTIFIED PUBLIC ACCOUNTING FIRM APPOINTED BY OWNER.
IN THE EVENT THAT OWNER
ELECTS TO HAVE SUCH AN AUDIT PERFORMED, OWNER MUST GIVE NOTICE OF ITS ELECTION
WITHIN TWELVE (12) MONTHS AFTER ITS RECEIPT OF THE APPLICABLE