Common use of Accounting and Interim Payment Clause in Contracts

Accounting and Interim Payment. A. Within twenty (20) days after the close of each Accounting Period, Management Company shall submit an interim accounting to Owner showing, in reasonable detail, the amount (and calculation where appropriate) of Gross Revenues, Deductions, FF&E Reserve contributions and expenditures, Operating Profit, Ground Rent, Cash Flow Available for Incentive Management Fee and (with respect to 1993 through 1996) Owner's Net Cash Flow, and all retentions, distributions and other applications thereof with respect to the Inns. Management Company shall transfer with each accounting any interim amounts due Owner and shall retain any interim management fees due Management Company (as described in this Article V). Each accounting will be prepared on a consolidated basis rather than on an individual Inn basis. Management Company shall also prepare an accounting showing Gross Revenues, Deductions and Operating Profit on an individual Inn basis. B. Calculations and payments of the Base Management Fee, System Fee, the Incentive Management Fee, the Contingent Incentive Management Fee, and applications of Operating Profit made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulatively. Within sixty (60) days after the end of each Fiscal Year, Management Company shall submit an accounting, as more fully described in Section 9.01, for such Fiscal Year to Owner, which accounting shall be controlling over the interim accountings. Any adjustments required by the Fiscal Year accounting shall be made by cash payments within five (5) business days of the receipt by Owner of such final accounting. No adjustment shall be made for any Operating Loss in a preceding or subsequent Fiscal Year. C. Within twenty (20) days after the closing of a refinancing or a sale of one or more of the Inns, Owner will provide Management Company an accounting showing Owner's Priority Return and Owner's 12% Priority and Capital Return, Net Sales Proceeds, and Net Refinancing Proceeds (as the case may be). D. Within twenty (20) days after the close of each Accounting Period, Owner will provide Management Company an accounting showing Owner's Priority Return, the balance of any principal and interest of Debt Service Guarantee Advances, and Net Contributed Capital. END OF ARTICLE V

Accounting and Interim Payment. A. Within twenty (20) days after the close of each Accounting Period, Management Company Tenant shall submit an interim accounting accounting, or "Rent Letter," substantially in the form of Exhibit C attached hereto, to Owner showing, in reasonable detail, the amount (and calculation where appropriate) of Landlord showing --------- Gross Revenues, Deductions, FF&E Reserve contributions and expenditures, Operating Profit, Ground Rent, Cash Flow Available for Incentive Management Fee and (with respect to 1993 through 1996) Owner's Net Cash Flow, and all retentions, distributions and other applications the application thereof with respect to the Innsunder Section 5.03 on an aggregate basis. Management Company Tenant shall transfer with each accounting Rent Letter any interim amounts due Owner of Annual Rent and Additional Rent to be paid to Landlord, which amounts shall retain any interim management fees due Management Company (as described in this Article V). Each accounting will be prepared on a consolidated basis rather than on an individual Inn basis. Management Company shall also prepare an accounting showing Gross Revenues, Deductions reasonable estimate of the portions of Annual Rent and Operating Profit on an individual Inn basisAdditional Rent allocable to such Accounting Period. B. Calculations and payments of the Base Management Fee, System Fee, the Incentive Management Fee, the Contingent Incentive Management Fee, Annual Rent and Additional Rent and applications of Operating Profit made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulativelycumulatively within each Fiscal Year. Within sixty seventy-five (6075) days after the end close of each Fiscal Year, Management Company Tenant shall submit an accounting, as more fully described in Section 9.01, for such Fiscal Year to OwnerLandlord, which accounting shall be controlling over the interim accountings. Any adjustments required deficiency in the amount of Annual Rent or Additional Rent as shown by the Fiscal Year accounting shall be promptly paid by Tenant to Landlord or to others on Landlord's behalf in accordance with Section 5.03. Any overpayment of Annual Rent or Additional Rent made by cash payments within five (5) business days Tenant as shown by the Fiscal Year accounting shall be a credit against both Annual Rent and Additional Rent owed by Tenant to Landlord in succeeding Accounting Periods. If this Agreement is terminated for any reason before Tenant has recovered all such overpayments, then Tenant shall be entitled to recover the remaining amount of such overpayments from either of the receipt following sources: (i) by Owner deduction from any of Landlord's funds which are held or controlled by Tenant, or (ii) Landlord shall pay Tenant the remaining amount of such final accountingcredit out of any Sale Proceeds. No adjustment shall be made for any Operating Loss in a preceding or subsequent Fiscal Year. C. Within twenty (20) days after the closing of a refinancing or a sale of one or more of the Inns, Owner will provide Management Company an accounting showing Owner's Priority Return and Owner's 12% Priority and Capital Return, Net Sales Proceeds, and Net Refinancing Proceeds (as the case may be). D. Within twenty (20) days after the close of each Accounting Period, Owner will provide Management Company an accounting showing Owner's Priority Return, the balance of any principal and interest of Debt Service Guarantee Advances, and Net Contributed Capital. END OF ARTICLE V

Accounting and Interim Payment. A. Within twenty (20) days after the close of each Accounting Period, Management Company Manager shall submit an interim accounting to Owner showing, in reasonable detail, the amount (and calculation where appropriate) of showing Gross Revenues, Deductions, FF&E Reserve contributions and expenditures, Operating Profit, Ground Rent, Cash Flow Available for Incentive Management Fee and (with respect to 1993 through 1996) Owner's Net Cash Flow, and all retentions, distributions and other applications thereof with respect to the Inns. Management Company Manager shall transfer with each accounting any interim amounts due Owner and shall retain any interim management fees amounts due Management Company Manager (as described in this Article VSection 5.01 hereof). Each accounting will be prepared on a consolidated basis rather than on an individual Inn basis. Management Company shall also prepare an accounting showing Gross Revenues, Deductions and Operating Profit on an individual Inn inn basis. B. Calculations and payments of the Base Management Fee, System Fee, the Incentive Management Fee, the Contingent Incentive Base Management Fee, the Residence Inn System Fee, and applications of Operating Profit made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulatively. Within sixty (60) days after the end of each Fiscal YearPartnership Filing Period, Management Company Manager shall submit an accountingaccounting to Owner, as more fully described in Section 9.018.01, for such the immediately preceding Fiscal Year to OwnerYear, which accounting shall be controlling over the interim accountingsaccounts. Any adjustments required by the Fiscal Year accounting shall be made by cash payments within five (5) business days of the receipt by Owner of such final accounting. No adjustment shall be made for any Operating Loss in a preceding or subsequent Fiscal Year. C. Within If the Operating Profit for any Fiscal Year exceeds the Operating Profit Objective, Manager shall be entitled to an Incentive Management Fee of twenty-three and a half percent (23.5%) of Operating Profit for that entire Fiscal Year, and appropriate year-end adjustments shall be made if the interim cumulative accountings for that Fiscal Year were based on the Incentive Management Fee being fifteen percent (15%) of Operating Profit. Beginning with the first Accounting Period in the next succeeding Fiscal Year, and continuing during all Accounting Periods for the remainder of such next succeeding Fiscal Year, Manager shall be entitled to perform the above-described interim cumulative accountings on the assumption that the Incentive Management Fee for that entire Fiscal Year will be twenty-three and a half percent (23.5%) of Operating Profit; subject, however, to appropriate year-end adjustments if the final accounting pursuant to Section 8.01 hereof for any such Fiscal Year shows that in fact the Operating Profit Objective was not exceeded during such Fiscal Year, and that therefore the Incentive Management Fee for that Fiscal Year is fifteen percent (15%) of Operating Profit. In all subsequent Fiscal Years, Manager shall be entitled to perform the above-described interim cumulative accountings on the assumption that the Incentive Management Fee will be twenty- three and a half percent (23.5%) of Operating Profit if, and only if, the Incentive Management Fee for the immediately preceding Fiscal Year was in fact twenty-three and a half percent (23.5%) of Operating Profit; otherwise, such interim cumulative accountings will be performed on the assumption that the Incentive Management Fee will be fifteen percent (15%) of Operating Profit; regardless of which assumption is used, appropriate year-end adjustments will be made if such assumption proves to be incorrect. Notwithstanding anything in this subsection C to the contrary, cumulative Incentive Management Fees shall at no time exceed twenty percent (20%) days after of cumulative Operating Profit during the closing period in which the Inns are owned by the Owner, provided, however, that for purposes of a refinancing or a sale of one or more calculating such cumulative Incentive Management Fees, there shall not be counted that portion, if any, of the InnsIncentive Management Fee for Fiscal Years 1988, Owner will provide Management Company an accounting showing Owner's Priority Return 1989, 1990 and Owner's 12% Priority and Capital Return, Net Sales Proceeds, and Net Refinancing Proceeds (as 1991 that would have been paid for such year but was not paid due to the case may be). D. Within twenty (20) days after the close limitations of each Accounting Period, Owner will provide Management Company an accounting showing Owner's Priority Return, the balance of any principal and interest of Debt Service Guarantee Advances, and Net Contributed Capital. END OF ARTICLE VSection

Accounting and Interim Payment. A. Within twenty (20) days after the close of each Accounting Period, Management Company Manager shall submit an interim accounting to Owner showingLessee showing Gross Revenues, in reasonable detail, the amount (and calculation where appropriate) of Gross Suite Revenues, Deductions, FF&E Reserve contributions and expenditures, Operating Profit, Ground Rent, Cash Flow Available for Incentive Management Fee and (with respect to 1993 through 1996) Owner's Net Cash Flow, and all retentions, distributions and other applications thereof with respect to the Inns, and an operating balance sheet for each Inn. Management Company Manager shall transfer with each accounting any interim amounts due Owner Lessee and shall retain any interim management fees amounts due Management Company Manager (as described in this Article VSection 5.01 hereof). Each accounting will be prepared on a consolidated basis rather than on an individual Inn basis. Management Company shall also prepare an accounting showing Gross Revenues, Deductions and Operating Profit on an individual Inn basis. B. Calculations and payments of the Base Management Fee, System Fee, the Incentive Management Fee, the Contingent Incentive Base Management Fee, the Residence Inn System Fee, and applications of Operating Profit made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulatively. Within sixty (60) days after the end of each Fiscal YearPartnership Filing Period, Management Company Manager shall submit an accountingaccounting to Lessee, as more fully described in Section 9.018.01, for such the immediately preceding Fiscal Year to OwnerYear, which accounting shall be controlling over the interim accountings. Any adjustments required by the Fiscal Year accounting shall be made by cash payments within five (5) business days of the receipt by Owner Lessee of such final accounting. No adjustment shall be made for any Operating Loss in a preceding or subsequent Fiscal Year. C. Within If the Operating Profit for any Fiscal Year exceeds the Operating Profit Objective, Manager shall be entitled to an Incentive Management Fee of twenty-three and a half percent (23.5%) of Operating Profit for that entire Fiscal Year, and appropriate year-end adjustments shall be made if the interim cumulative accountings for that Fiscal Year were based on the Incentive Management Fee being fifteen percent (15%) of Operating Profit. Beginning with the first Accounting Period in the next succeeding Fiscal Year, and continuing during all Accounting Periods for the remainder of such next succeeding Fiscal Year, Manager shall be entitled to perform the above-described interim cumulative accountings on the assumption that the Incentive Management Fee for that entire Fiscal Year will be twenty-three and a half percent (23.5%) of Operating Profit; subject, however, to appropriate year-end adjustments if the final accounting pursuant to Section 8.01 hereof for any such Fiscal Year shows that in fact the Operating Profit Objective was not exceeded during such Fiscal Year, and that therefore the Incentive Management Fee for that Fiscal Year is fifteen percent (15%) of Operating Profit. In all subsequent Fiscal Years, Manager shall be entitled to perform the above-described interim cumulative accountings on the assumption that the Incentive Management Fee will be twenty-three and a half percent (23.5%) of Operating Profit if, and only if, the Incentive Management Fee for the immediately preceding Fiscal Year was in fact twenty-three and a half percent (23.5%) of Operating Profit; otherwise, such interim cumulative accountings will be performed on the assumption that the Incentive Management Fee will be fifteen percent (15%) of Operating Profit; regardless of which assumption is used, appropriate year-end adjustments will be made if such assumption proves to be incorrect. Notwithstanding anything in this subsection C to the contrary, cumulative Incentive Management Fees shall at no time exceed twenty percent (20%) days after of cumulative Operating Profit during the closing period in which the Inns are owned by the Owner, provided, however, that for purposes of a refinancing or a sale of one or more calculating such cumulative Incentive Management Fees, there shall not be counted that portion, if any, of the InnsIncentive Management Fee for Fiscal Years 1988, Owner will provide 1989, 1990 and 1991 that would have been paid for such year but was not paid due to the limitations of Section 5.02 pursuant to the provisions of the Original Management Company an accounting showing Owner's Priority Return and Owner's 12% Priority and Capital Return, Net Sales Proceeds, and Net Refinancing Proceeds (as the case may be)Agreement. D. Within twenty (20) days after the close of each Accounting Period, Owner will provide Management Company an accounting showing Owner's Priority Return, the balance of any principal and interest of Debt Service Guarantee Advances, and Net Contributed Capital. END OF ARTICLE V

Accounting and Interim Payment. A. Within twenty (20) days after the close of each Accounting Period, Management Company shall submit an interim accounting to Owner showing, in reasonable detail, the amount (and calculation where appropriate) of showing Gross Revenues, Deductions, FF&E Reserve contributions Net House Profit and expenditures, Operating Profit, Ground Rent, Cash Flow Available for Incentive Management Fee and (with respect to 1993 through 1996) Owner's Net Cash Flow, and all retentions, distributions and other applications thereof with respect to thereof. All such interim accountings will furnish at least the Innslevel of detail shown on Exhibit "B" hereto. Management Company shall transfer with each accounting any interim amounts due to be retained by Owner and shall retain pay any interim management fees fee due Management Company (as described in this Article V). Each accounting will be prepared on a consolidated basis rather than on an individual Inn basis. Management Company shall also prepare an accounting showing Gross Revenues, Deductions and Operating Profit on an individual Inn basisCompany. B. Calculations and payments of the Base Management Fee, System Fee, the Incentive Management Fee, the Contingent Incentive Management Fee, management fee and applications distributions of Operating Net House Profit made with respect to each Accounting Period Period, as described in Section 5.OlA and B hereof, within a Fiscal Year shall be accounted for cumulatively. Within sixty (60) days after the end close of each Fiscal Year, Management Company shall submit an accounting, as more fully described in Section 9.018.01, for such Fiscal Year to Owner, which accounting shall be controlling over the interim accountings. Any adjustments required by the Fiscal Year accounting shall be made promptly by cash payments within five (5) business days of the receipt by Owner of such final accountingparties. No adjustment shall be made for any Operating Loss in a preceding or subsequent Fiscal Year. C. Within twenty (20) days after Throughout the closing of a refinancing or a sale of one or more term of the Inns, Owner will provide Management Company an accounting showing Owner's Priority Return and Owner's 12% Priority and Capital Return, Net Sales Proceeds, and Net Refinancing Proceeds (as the case may be). D. Within twenty (20) days after the close of each Accounting Period, Owner will provide Management Company an accounting showing Owner's Priority Return, the balance of any principal and interest of Debt Service Guarantee Advances(and thereafter, at the option of the Partnership for so long as the Partnership is the Owner), Management Company shall withhold, from any amounts otherwise due Owner under this Section 5.02, to the extent thereof, the amounts needed to make the regular debt service payments due under a Qualified First Mortgage and the promissory note (the "Note") which it secures, and Net Contributed Capital. END OF ARTICLE VManagement Company shall, as Owner's agent, forward such Debt Service Payments directly to Lender.

Accounting and Interim Payment. A. Within twenty (20) days after the close of each Accounting Period, Management Company Tenant shall submit an interim accounting accounting, or "Rent Letter", substantially in the form of Exhibit H attached hereto, to Owner showing, in reasonable detail, the amount (and calculation where appropriate) of Landlord showing Gross Revenues, Deductions, FF&E Reserve contributions and expenditures, Operating Profit, Ground Rent, Cash Flow Available for Incentive Management Fee and (with respect to 1993 through 1996) Owner's Net Cash Flow, and all retentions, distributions and other applications the application thereof with respect to the Innsunder Section 5.03 on an aggregate basis. Management Company Tenant shall transfer with each accounting Rent Letter any interim amounts due Owner of Annual Rent and Additional Rent to be paid to Landlord, which amounts shall retain any interim management fees due Management Company (as described in this Article V). Each accounting will be prepared on a consolidated basis rather than on an individual Inn basis. Management Company shall also prepare an accounting showing Gross Revenues, Deductions reasonable estimate of the portions of Annual Rent and Operating Profit on an individual Inn basisAdditional Rent allocable to such Accounting Period. B. Calculations and payments of the Base Management Fee, System Fee, the Incentive Management Fee, the Contingent Incentive Management Fee, Annual Rent and Additional Rent and applications of Operating Profit made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulativelycumulatively within each Fiscal Year. Within sixty seventy-five (6075) days after the end close of each Fiscal Year, Management Company Tenant shall submit an accounting, as more fully described in Section 9.01, for such Fiscal Year to OwnerLandlord, which accounting shall be controlling over the interim accountings. Any adjustments required deficiency in the amount of Annual Rent or Additional Rent as shown by the Fiscal Year accounting shall be promptly paid by Tenant to Landlord or to others on Landlord's behalf in accordance with Section 5.03. Any overpayment of Annual Rent or Additional Rent made by cash payments within five (5) business days Tenant as shown by the Fiscal Year accounting shall be a credit against both Annual Rent and Additional Rent owed by Tenant to Landlord in succeeding Accounting Periods. If this Agreement is terminated for any reason before Tenant has recovered all such overpayments, then Tenant shall be entitled to recover the remaining amount of such overpayments from either of the receipt following sources: (i) by Owner deduction from any of Landlord's funds which are held or controlled by Tenant, or (ii) Landlord shall pay Tenant the remaining amount of such final accountingcredit out of any Sale Proceeds. No adjustment shall be made for any Operating Loss in a preceding or subsequent Fiscal Year. C. Within twenty (20) days after the closing of a refinancing or a sale of one or more of the Inns, Owner will provide Management Company an accounting showing Owner's Priority Return and Owner's 12% Priority and Capital Return, Net Sales Proceeds, and Net Refinancing Proceeds (as the case may be). D. Within twenty (20) days after the close of each Accounting Period, Owner will provide Management Company an accounting showing Owner's Priority Return, the balance of any principal and interest of Debt Service Guarantee Advances, and Net Contributed Capital. END OF ARTICLE V

Accounting and Interim Payment. A. Within twenty (20) days after the close of each Accounting Period, Management Company Manager shall submit an interim accounting to Owner showingLessee showing Gross Revenues, in reasonable detail, the amount (and calculation where appropriate) of Gross Suite Revenues, Deductions, FF&E Reserve contributions and expenditures, Operating Profit, Ground Rent, Cash Flow Available for Incentive Management Fee and (with respect to 1993 through 1996) Owner's Net Cash Flow, and all retentions, distributions and other applications thereof with respect to the Inns, and an operating balance sheet for each Inn. Management Company Manager shall transfer with each accounting any interim amounts due Owner Lessee and shall retain any interim management fees amounts due Management Company Manager, (as described in this Article VSection 5.01 hereof). Each accounting will be prepared on a consolidated basis rather than on an individual Inn basis. Management Company shall also prepare an accounting showing Gross Revenues, Deductions and Operating Profit on an individual Inn basis. B. Calculations and payments of the Base Management Fee, System Fee, the Incentive Management Fee, the Contingent Incentive Base Management Fee, the Residence Inn System Fee, and applications of Operating Profit made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulatively. Within sixty (60) days after the end of each Fiscal YearPartnership Filing Period, Management Company Manager shall submit an accountingaccounting to Lessee, as more fully described in Section 9.018.01, for such the immediately preceding Fiscal Year to OwnerYear, which accounting shall be controlling over the interim accountings. Any adjustments adjustment as required by the Fiscal Year accounting shall be made by cash payments within five (5) business days of the receipt by Owner Lessee of such final accounting. No adjustment shall be made for any Operating Loss in a preceding or subsequent Fiscal Year. C. Within If the Operating Profit for any Fiscal Year exceeds the Operating Profit Objective, Manager shall be entitled to an Incentive Management Fee of twenty percent (20%) days after the closing of a refinancing or a sale of one or more of the Inns, Owner will provide Management Company an accounting showing Owner's Priority Return and Owner's 12% Priority and Capital Return, Net Sales ProceedsOperating Profit for that entire Fiscal Year, and Net Refinancing Proceeds appropriate year-end adjustments shall be made if the interim cumulative accountings for that Fiscal Year were based on the Incentive Management Fee being fifteen percent (as 15%) of Operating Profit. Beginning with the case may be). D. Within first Accounting Period in the next succeeding Fiscal Year, and continuing during all Accounting Periods for the remainder of such next succeeding Fiscal Year, Manager shall be entitled to perform the above-described interim cumulative accountings on the assumption that the Incentive Management Fee for that entire Fiscal Year will be twenty percent (20%) days after of Operating Profit; subject, however, to appropriate year-end adjustments if the close final accounting pursuant to Section 8.01 hereof for any such Fiscal Year shows that in fact the Operating Profit Objective was not exceeded during such Fiscal Year, and that therefore the Incentive Management Fee for that Fiscal Year is fifteen percent (15%) of each Accounting PeriodOperating Profit. In all subsequent Fiscal Years, Owner Manager shall be entitled to perform the above-described interim cumulative accountings on the assumption that the Incentive Management Fee will provide Management Company an accounting showing Owner's Priority Returnbe twenty percent (20%) of Operating Profit if, and only if, the balance Incentive Management Fee for the immediately preceding Fiscal Year was in fact twenty percent (20%) of any principal and interest Operating Profit; otherwise, such interim cumulative accountings will be performed on the assumption that the Incentive Management Fee will be fifteen percent (15%) of Debt Service Guarantee AdvancesOperating Profit; regardless of which assumption is used, and Net Contributed Capitalappropriate year-end adjustments will be made if such assumption proves to be incorrect. END OF ARTICLE V

Accounting and Interim Payment. A. Within twenty (20) days after the close of each Accounting Period, Management Company shall submit an interim accounting to each Owner showing, in reasonable detail, the amount (and calculation where appropriate) of showing Gross Revenues, Deductions, FF&E Reserve contributions and expenditures, Operating Profit, Ground Rentamounts expended from each Reserve, Cash Flow Available for Incentive Management Fee statistics on use, occupancy and (discounts and in all respects in conformance with respect to 1993 through 1996) Owner's Net Cash FlowArticle 10 of the Operating Agreement. Such accounting shall be in the same form as Exhibit F attached hereto unless otherwise mutually agreed upon by the parties. As required under Article 10 of the Operating Agreement, Gross Revenues, Deductions, and all retentions, distributions Operating Profit shall be reported separately for the Hotel Facility and other applications thereof with respect to Conference Center Facility and any Shared Expenses (as that term is defined in the InnsOperating Agreement) shall be reported on the accounting of each Facility. Management Company shall transfer to Owners with each accounting any interim amounts due Operating Profit or other sums then available for distribution to the Hotel Facility Owner or Conference Center Facility Owner, as the case may be, and shall retain any interim management fees periodic Hotel Base Management Fee and Conference Center Base Management Fee and any Hotel Incentive Fee and Conference Center Incentive Fee due Management Company (as described in this Article V)Company. Each accounting will be prepared on a consolidated basis rather than on an individual Inn basis. Management Company Such reports shall also prepare include an accounting showing Gross Revenuesitemized comparison of all costs and expenses incurred during such Accounting Period and during the Fiscal Year through the end of such Accounting Period with the Annual Operating Projection for such Fiscal Year, Deductions and Operating Profit on an individual Inn basiswith a narrative explanation of any variations. B. Calculations The calculation and payments payment of the Base Management Fee, System Fee, management fees and the Incentive Management Fee, the Contingent Incentive Management Fee, and applications distribution of Operating Profit made with respect to each Accounting Period within a given Fiscal Year shall be accounted for cumulatively. Within sixty (60) days after the end close of each Fiscal Year, Management Company shall submit an accounting, as more fully described in Section 9.01, 9.01 for such Fiscal Year to Ownereach of the Owners, which accounting shall be controlling over the interim accountings. Any adjustments required by the for such Fiscal Year by such final accounting shall be made promptly by cash payments within five (5) business days of the receipt by Owner of such final accounting. No adjustment shall be made for any Operating Loss in a preceding or subsequent Fiscal Yearparties. C. Within twenty (20) days after the closing of a refinancing or a sale of one or more of the Inns, Owner will provide Management Company an accounting showing Owner's Priority Return and Owner's 12% Priority and Capital Return, Net Sales Proceeds, and Net Refinancing Proceeds (as the case may be). D. Within twenty (20) days after the close of each Accounting Period, Owner will provide Management Company an accounting showing Owner's Priority Return, the balance of any principal and interest of Debt Service Guarantee Advances, and Net Contributed Capital. END OF ARTICLE V