in such other document or agreement referred to below:
1.1
"8.1(C) STATEMENT"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN
SECTION 8.1(C).
1.2
"ACCOUNTING PRINCIPLES"
SHALL MEAN GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, AS ADOPTED IN THE UNITED STATES OF AMERICA, CONSISTENTLY APPLIED.
1.3
"ADJUSTED BASE MANAGEMENT FEE"
SHALL MEAN (A) FOR ANY FISCAL YEAR
AFTER THE 2008 FISCAL YEAR, THE BASE MANAGEMENT FEE AND (B) FOR ANY FISCAL YEAR
UP TO AND INCLUDING THE 2008 FISCAL YEAR, THE EXCESS OF THE BASE MANAGEMENT FEE
FOR SUCH FISCAL YEAR OVER THE EXPANSION HOTEL MANAGEMENT FEE ADJUSTMENT AMOUNT
FOR SUCH FISCAL YEAR.
1.4
"AFFILIATE"
SHALL MEAN, WITH RESPECT TO ANY PERSON, (A) IN THE
CASE OF ANY SUCH PERSON WHICH IS A PARTNERSHIP, ANY PARTNER IN SUCH PARTNERSHIP;
(B) IN THE CASE OF ANY SUCH PERSON WHICH IS A LIMITED LIABILITY COMPANY, ANY
MEMBER OF SUCH COMPANY; (C) ANY OTHER PERSON WHICH IS A PARENT, OR SUBSIDIARY OR
A SUBSIDIARY OF A PARENT WITH RESPECT TO SUCH PERSON OR TO ONE OR MORE OF THE
PERSONS REFERRED TO IN THE PRECEDING CLAUSES (A) AND (B); AND (D) ANY OTHER
PERSON WHO IS AN OFFICER, DIRECTOR, TRUSTEE OR EMPLOYEE OF, OR PARTNER IN, SUCH
PERSON OR ANY PERSON REFERRED TO IN THE PRECEDING CLAUSES (A), (B) AND (C).
1.5
"AGREED UPON PROCEDURE LETTER"
SHALL MEAN A LETTER FROM ERNST &
YOUNG OR ANOTHER FIRM OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS (THE
"AUDITOR") SELECTED BY MANAGER AND APPROVED BY OWNER (WHICH APPROVAL SHALL NOT
BE UNREASONABLY WITHHELD OR DELAYED) WHICH LETTER SHALL, SUBJECT TO THE
LIMITATIONS AND CONDITIONS IMPOSED BY THE AUDITOR, ADDRESS THE FOLLOWING
COMPONENTS AND SUCH OTHER REASONABLE MATTERS AS OWNER AND THE AUDITOR SHALL
REASONABLY AGREE:
(A)
THAT AUDITOR HAS TESTED MANAGER'S 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, SERVICE 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
2
HOTELS AND LIST THE PROCEDURES PERFORMED AND RESULTS OBTAINED.
IN ANY EVENT AT
LEAST THREE HOTELS SHALL BE SUBJECTED TO AUDIT PROCEDURES EACH FISCAL YEAR BY
EITHER INTERNAL AUDIT OR THE AUDITOR.
1.6
"AGREEMENT"
SHALL MEAN THIS AMENDED AND RESTATED MANAGEMENT
AGREEMENT, TOGETHER WITH ALL EXHIBITS AND SCHEDULES ATTACHED HERETO, AS IT AND
THEY MAY BE AMENDED, SUPPLEMENTED OR REPLACED FROM TIME TO TIME.
1.7
"ARBITRATION"
SHALL MEAN AN ARBITRATION CONDUCTED IN ACCORDANCE
WITH THE TERMS OF SECTION 24.19.
1.8
"AUTHORIZED MORTGAGE"
SHALL MEAN ANY FIRST MORTGAGE, CHARGE,
DEBENTURE, FIRST DEED-OF-TRUST OR FIRST