Common use of Operational Audit Clause in Contracts

Operational Audit. (a) Upon prior written notice to the General Partner, the Required Limited Partners (other than any Limited Partner that is an Affiliate of Host) may elect to have an audit of the operations of the Partnership and any Fund in which such Limited Partners or any of their Affiliates have an interest made by such independent certified public accountant as such Limited Partners determine to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. (b) The costs of any such audit shall be borne by the Partnership and be allocated to the applicable Fund unless such audit determines that the Partnership has been overcharged and/or overallocated costs and expenses by the General Partner and/or its Affiliates by an aggregate amount equal to at least * * * * on an #10338536v8 annual basis, in which event the costs of such audit shall be borne by the General Partner. (c) If such audit determines that there has been an overcharge and/or overallocation to the Partnership overall or any Fund, then the General Partner shall, within * * * * * * * * * * * days after the delivery of any such audit repay or cause to be repaid to the Partnership or the applicable Fund any such overcharge and/or overallocation, which payment obligation of the General Partner shall be secured by rights of pledge in connection with any Direct Loans made by the General Partner or any of its Affiliates as referred to in Section 5.03(g). If such audit determines that there has been an undercharge and/or underallocation to the Partnership, then each Limited Partner having an interest in the Fund with respect to which the audit relates shall, within * * * * * * * * * * * * days after the delivery of any such audit pay or cause to be paid to the Partnership its pro rata share of any such undercharge and/or underallocation, provided such payment does not lead to such Limited Partner exceeding its Available Capital Commitment, in which case the General Partner may withhold such amounts from Proceeds (other than Proceeds paid to a Partner or its Affiliates with respect to Direct Loans but including amounts withheld by the obligor under any Direct Loan Note and remitted to the applicable Fund as provided in the Direct Loan Note) prior to making distributions pursuant to Section 6.02 (notwithstanding that this paragraph is not included in the lead-in clause to Section 6.02(a)).

Operational Audit. (a) Upon prior written notice to the General Partner, the Required Limited Partners (other than any Limited Partner that is an Affiliate of Host) may elect to have an audit of the operations of the Partnership and any Fund in which such Limited Partners or any of their Affiliates have an interest made by such independent certified public accountant as such Limited Partners determine to select, including, in particular, but without limitation, an audit as to the costs and expenses charged or otherwise allocated to the Partnership by the General Partner or any of its Affiliates. Any such election may be made no more than once annually. (b) The costs of any such audit shall be borne by the Partnership and be allocated to the applicable Fund unless such audit determines that the Partnership has been overcharged and/or overallocated costs and expenses by the General Partner and/or its Affiliates by an aggregate amount equal to at least * * * *** on an #10338536v8 annual basis, in which event the costs of such audit shall be borne by the General Partner. (c) If such audit determines that there has been an overcharge and/or overallocation to the Partnership overall or any Fund, then the General Partner shall, within within**** * * * * * * * * * ******** days after the delivery of any such audit repay or cause to be repaid to the Partnership or the applicable Fund any such overcharge and/or overallocation, which payment obligation of the General Partner shall be secured by rights of pledge in connection with any Direct Loans made by the General Partner or any of its Affiliates as referred to in Section 5.03(g). If such audit determines that there has been an undercharge and/or underallocation to the Partnership, then each Limited Partner having an interest in the Fund with respect to which the audit relates shall, within * * * * * * * * * * * **** days after the delivery of any such audit pay or cause to be paid to the Partnership General Partner its pro rata share of any such undercharge and/or underallocation, provided such payment does not lead to such Limited Partner exceeding its Available Capital Commitment, in which case the General Partner may withhold such amounts from Proceeds (other than Proceeds paid to a Partner or its Affiliates with respect to Direct Loans but including amounts withheld by the obligor under any Direct Loan Note and remitted to the applicable Fund as provided in the Direct Loan Note) prior to making distributions pursuant to Section 6.02 (notwithstanding that this paragraph is not included in the lead-in clause to Section 6.02(a))6.02.