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.
7.12
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), INCLUDING THE PERSONAL INFORMATION PROTECTION AND ELECTRONIC DOCUMENTS
ACT (CANADA).
THE 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.
OWNER AND
MANAGER AND THEIR RESPECTIVE INDEPENDENT ACCOUNTING FIRMS AND REPRESENTATIVES
WILL HAVE THE RIGHT TO EXAMINE SUCH BOOKS AND RECORDS OF THE HOTELS 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
53
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 (OR SHALL CAUSE ITS
AFFILIATES TO FURNISH) OWNER WITH A DETAILED OPERATING STATEMENT SETTING FORTH
THE RESULTS OF OPERATIONS AT THE HOTELS WITH RESPECT TO SUCH MONTH AND
YEAR-TO-DATE SHOWING FOR EACH HOTEL AND FOR ALL OF THE FF&E POOLED HOTELS, GROSS
REVENUES, ROOMS REVENUES, REVENUE PER AVAILABLE ROOM, OCCUPANCY PERCENTAGE AND
AVERAGE DAILY RATE, OPERATING COSTS, OPERATING PROFIT, THE APPLICATIONS AND
DISTRIBUTIONS THEREOF AND ANY 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 FF&E
POOLED HOTELS OF GROSS REVENUES AND OPERATING COSTS, THE CALCULATION OF OWNER'S
PERCENTAGE PRIORITY AND THE RESIDUAL DISTRIBUTION, ADDITIONAL RENT UNDER THE PR
LEASE (IF APPLICABLE) 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