DURING A FISCAL YEAR, THE DISBURSEMENTS OF GROSS
REVENUES WILL BE MADE ON A CUMULATIVE, YEAR-TO-DATE BASIS BASED ON MANAGER'S
MONTHLY STATEMENTS DELIVERED PURSUANT TO SECTION 8.1(B) AS IF THAT YEAR-TO-DATE
PERIOD REPRESENTED A FULL FISCAL YEAR.
(B)
IF A STATEMENT DELIVERED PURSUANT TO SECTION 8.1(B) REFLECTS ANY
OVERPAYMENT (OTHER THAN WITH RESPECT TO OWNER'S PRIORITY OR AMOUNTS TO BE
CONTRIBUTED TO THE RESERVE 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 DISBURSED IN THE ORDER SPECIFIED IN
SECTION 10.1.
10.8
ALLOCATION OF OWNER'S PRIORITY.
OWNER'S PRIORITY AS OF THE
PARSIPPANY HOTEL EFFECTIVE DATE SHALL BE ALLOCATED AMONG THE HOTELS AS SET FORTH
IN EXHIBIT C.
UPON ANY INCREASE TO OWNER'S 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 PRIORITY PURSUANT TO SECTION 2.12, SUCH
ADJUSTMENT SHALL BE ALLOCATED AMONG THE REMAINING HOTELS IN PROPORTION TO THEIR
ALLOCATED SHARE OF OWNER'S PRIORITY IMMEDIATELY PRIOR TO SUCH ADJUSTMENT.
10.9
SURVIVAL.
THE TERMS OF THIS ARTICLE 10 SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THE TERM.
61
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 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 TO THE PROVIDER.
SUBJECT TO THE FOREGOING PROVISO, OWNER
ACKNOWLEDGES AND AGREES THAT THE PROVIDERS OF SUCH GOODS AND/OR SERVICES MAY
RETAIN FOR THEIR OWN BENEFIT ANY CREDITS, REBATES OR