Common use of Accounting, Distributions and Annual Reconciliation Clause in Contracts

Accounting, Distributions and Annual Reconciliation. A. Within fifteen (15) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, showing Gross Revenues, Deductions, Operating Profit and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by Owner. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Manager, and shall retain any interim amounts payable to Manager pursuant to the terms of this Agreement. B. Calculations and payments of the Incentive Management Fee and the Base Management Fee made with respect to each Accounting Period shall be accounted for cumulatively within a Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within each SEC Filing Period, Manager shall deliver to Owner (1) a statement (the “Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days after Owner’s receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall not accrue and shall not be payable to Manager. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to Manager. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to withdraw an amount to cover such Operating Loss from future distributions of funds otherwise due to Owner. In the event an Operating Loss occurs in respect of a Fiscal Year, either Owner or Manager may elect to terminate this Agreement. In no event shall Manager be obligated to invest its own funds to cover any Operating Loss.

Accounting, Distributions and Annual Reconciliation. A. Within fifteen twenty (1520) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “"Accounting Period Statement”") to Owner, prepared in accordance with the Uniform System of Accounts, Owner showing Gross Revenues, Deductions, Operating Profit Profit, and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by OwnerPeriod. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Managerneeds, and shall retain any interim amounts payable to Manager pursuant to the terms of this Agreementdue Manager. B. Calculations and payments of the Incentive Management Fee and Fee, the Base Management Fee Fee, and distributions of Operating Profit made with respect to each Accounting Period shall be accounted for cumulatively within a Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within each the SEC Filing Period, Manager shall deliver to Owner (1) a statement (the “"Annual Operating Statement”") in reasonable detail summarizing the operations of the Hotel Inn for the immediately preceding Fiscal Year and a certificate of Manager’s 's chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days business days after Owner’s 's receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. No adjustments shall be made for any Operating Loss in any preceding Fiscal Year. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall not accrue and shall not be payable to Manager. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to Manager. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not so fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s 's other remedies under this Agreement) to withdraw an amount to cover such Operating Loss from future distributions of funds otherwise due to Owner. In the event an Operating Loss occurs in respect of Furthermore, if Owner fails to fund a Fiscal Yeardeficiency upon request by Manager, either Owner or Manager may elect also withdraw interest upon such sum from the date payment was due until repayment to terminate this Agreement. In no event shall Manager be obligated at a rate equal to invest its own funds to cover any Operating Lossthe Prime Rate plus three (3) percentage points.

Accounting, Distributions and Annual Reconciliation. A. Within fifteen (15) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, showing Gross Revenues, Deductions, Operating Profit and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by Owner. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Manager, and shall retain any interim amounts payable to Manager pursuant to the terms of this Agreement. B. Calculations and payments of the Incentive Management Fee and the Base Management Fee made with respect to each Accounting Period shall be accounted for cumulatively within a Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within each SEC Filing Period, Manager shall deliver to Owner (1) a statement (the “Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Quartlery Operating Statement is true and correct. The parties shall, within five (5) Business Days after Owner’s receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall not accrue and shall not be payable to ManagerManager to the extent of, and shall reduce, any Incentive Management Fee payable to Manager in respect of subsequent Accounting Periods. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to ManagerManager or accrued Owner’s Priority is payable to Owner. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to withdraw an amount to cover such Operating Loss from future distributions of funds otherwise due to Owner. In the event an Operating Loss occurs in respect of a Fiscal Year, either Owner or Manager may elect to terminate this Agreement. In no event shall Manager be obligated to invest its own funds to cover any Operating Loss.

Accounting, Distributions and Annual Reconciliation. A. Within fifteen (15) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, showing Gross Revenues, Deductions, Operating Profit and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by Owner. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Manager, and shall retain any interim amounts payable to Manager pursuant to the terms of this Agreement. B. Calculations and payments of the Incentive Management Fee and Fee, the Base Management Fee and distributions of Operating Profit made with respect to each Accounting Period shall be accounted for cumulatively within a Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within each the SEC Filing Period, Manager shall deliver to Owner (1) a statement (the “Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days after Owner’s receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall not accrue and shall not be payable to ManagerManager to the extent of, and shall reduce, any Incentive Management Fee payable to Manager in respect of subsequent Accounting Periods. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to ManagerManager or accrued Owner’s Priority is payable to Owner. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to withdraw an amount to cover such Operating Loss from future distributions of funds otherwise due to Owner. Furthermore, if Owner fails to fund such deficiency upon request by Manager, Manager may also withdraw interest upon such sum from the date payment was due until repayment to Manager at a rate equal to the Prime Rate plus one (1) percent per annum. In the event an Operating Loss occurs in respect of a one (1) or more Accounting Quarters during any Fiscal Year, either Owner or Manager may elect to terminate this Agreement. In no event shall Manager be obligated to invest its own funds to cover any Operating Loss.

Accounting, Distributions and Annual Reconciliation. A. Within fifteen (15) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, showing Gross Revenues, Deductions, Operating Profit and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by Owner. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Manager, and shall retain any interim amounts payable to Manager pursuant to the terms of this Agreement. B. Calculations and payments of the Incentive Management Fee and the Base Management Fee made with respect to each Accounting Period shall be accounted for cumulatively within a Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within each SEC Filing Period, Manager shall deliver to Owner (1) a statement (the “Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days after Owner’s receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall not accrue and shall not be payable to ManagerManager to the extent of, and shall reduce, any Incentive Management Fee payable to Manager in respect of subsequent Accounting Periods. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to ManagerManager or accrued Owner’s Priority is payable to Owner. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to withdraw an amount to cover such Operating Loss from future distributions of funds otherwise due to Owner. In the event an Operating Loss occurs in respect of a Fiscal Year, either Owner or Manager may elect to terminate this Agreement. In no event shall Manager be obligated to invest its own funds to cover any Operating Loss.

Accounting, Distributions and Annual Reconciliation. A. Manager agrees that it shall exercise its rights under the Submanagement Agreement to cause Marriott to institute (as soon as reasonably practicable after the Take-Over Date, but in no event more than sixty (60) days after the Take-Over Date) cash management protocols at the Hotel in order that Marriott will distribute to an account designated and owned by Primary Manager on a daily basis (to the extent possible, subject to holidays, banking holidays, and other days in which account transfers cannot be effected by banks) all amounts in the Operating Accounts that are in excess of the Reasonable Amount of Working Capital and amounts due Submanager. During the up to 60 day period when such daily sweep is being implemented, Manager shall cause Marriott to sweep weekly to Primary Manager's account on a manual basis. Amounts in such account of Primary Manager received from Marriott shall be transferred to an account designated and owned by Lessee within one (1) business day of receipt by Manager (to the extent possible, subject to holidays, banking holidays, and other days in which account transfers cannot be effected by banks). Within fifteen twenty (1520) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “"Accounting Period Statement”") to Owner, prepared in accordance with the Uniform System of Accounts, Lessee showing Gross Revenues, Deductions, Operating Profit Profit, and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by Owner. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Manager, and shall retain any interim amounts payable to Manager pursuant to the terms of this AgreementPeriod. B. Calculations and payments of the Incentive Management Fee and the Base Management Fee Fee, and distributions of Operating Profit made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulatively within a cumulatively. Within seventy-five (75) days after the end of each Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within each SEC Filing Period, Manager shall deliver to Owner (1) Lessee a statement (the “"Annual Operating Statement”") in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and a certificate of Manager’s 's chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days business days after Owner’s Lessee's receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. No adjustments shall be made for any Operating Loss in any preceding Fiscal Year. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall not accrue and shall not be payable to Manager. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to Manager. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner Lessee within thirty (30) days after Manager has delivered written notice thereof to OwnerLessee. If Owner Lessee does not so fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s 's other remedies under this Agreement) to withdraw an amount equal to cover such Operating Loss from future distributions of funds otherwise due to Owner. In the event an Operating Loss occurs in respect of a Fiscal Year, either Owner or Manager may elect to terminate this Agreement. In no event shall Manager be obligated to invest its own funds to cover any Operating LossLessee.

Accounting, Distributions and Annual Reconciliation. A. Submanager agrees that it shall institute (as soon as reasonably practicable after the TakeOver Date, but in no event more than sixty (60) days after the Take-Over Date) cash management protocols at the Hotel in order to distribute to an account designated and owned by Primary Manager on a daily basis (to the extent possible, subject to holidays, banking holidays, and other days in which account transfers cannot be effected by banks) all amounts in the Operating Accounts that are in excess of the Reasonable Amount of Working Capital and amounts due Submanager. During the up to 60 day period when such daily sweep is being implemented, Submanager shall sweep weekly to Primary Manager's account on a manual basis. Within fifteen twenty (1520) days after the close of each Accounting PeriodPeriod (Submanager hereby agreeing to use reasonable best efforts to deliver reports in fifteen (15) days), Manager Submanager shall deliver an interim accounting (the “"Accounting Period Statement”") to Owner, prepared in accordance with the Uniform System of Accounts, Primary Manager showing Gross Revenues, Deductions, Operating Profit Profit, and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by Owner. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Manager, and shall retain any interim amounts payable to Manager pursuant to the terms of this AgreementPeriod. B. Calculations and payments of the Incentive Management Fee and the Base Management Fee Fee, and distributions of Operating Profit made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulatively within a cumulatively. Within seventy-five (75) days after the end of each Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within each SEC Filing Period, Manager Submanager shall deliver to Owner (1) Primary Manager a statement (the “"Annual Operating Statement”") in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and a certificate of Manager’s Submanager's chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days business days after Owner’s Primary Manager's receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. No adjustments shall be made for any Operating Loss in any preceding Fiscal Year. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall not accrue and shall not be payable to Manager. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to Manager. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner Primary Manager within thirty (30) days after Manager Submanager has delivered written notice thereof to OwnerPrimary Manager. If Owner Primary Manager does not so fund such Operating Loss within the thirty (30) day time period, Manager Submanager shall have the right (without affecting Manager’s Submanager's other remedies under this Agreement) to withdraw an amount equal to cover such Operating Loss from future distributions of funds otherwise due to Owner. In the event an Operating Loss occurs in respect of a Fiscal Year, either Owner or Manager may elect to terminate this Agreement. In no event shall Manager be obligated to invest its own funds to cover any Operating LossPrimary Manager.

Accounting, Distributions and Annual Reconciliation. A. Within fifteen (15) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, showing Gross Revenues, Deductions, Operating Profit and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by Owner. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon reasonably proposed by Owner Manager and Managerapproved by Owner, such approval not to be unreasonably withheld, and shall retain any interim amounts payable to Manager pursuant to the terms of this Agreement. B. Calculations and payments of the Incentive Management Fee and Fee, the Base Management Fee and distributions of Operating Profit made with respect to each Accounting Period shall be accounted for cumulatively within a Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within each the SEC Filing Period, Manager shall deliver to Owner (1) a statement (the “Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days after Owner’s receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall accrue (but not accrue beyond the Term of this Agreement) and shall not be payable to Manager. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager as provided in respect Article III to the extent of any Operating Profit in subsequent Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to ManagerPeriods. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not fund such Operating Loss within the thirty (30) day time period, Manager shall have the right after prior written notice to Owner (without affecting Manager’s other remedies under this Agreement) to withdraw an amount equal to cover such Operating Loss from future distributions of funds otherwise due to Owner. In the event an Operating Loss occurs in respect for each of a six (6) consecutive Accounting Periods during any Fiscal Year, either Owner or Manager may elect to terminate this Agreement. In no event , provided that, in determining whether Owner has the option to terminate this Agreement pursuant to this sentence, to the extent the operating results of the Hotel were materially and quantifiably affected by Force Majeure affecting the Hotel or by major renovations to the Hotel, such operating results shall be equitably adjusted to amounts reasonably projected absent such Force Majeure or major renovations, such adjustments to be substantiated by such evidence and reasonably detailed calculations provided by Manager be obligated to invest its own funds Owner as are reasonably acceptable to cover any Operating LossOwner.

Accounting, Distributions and Annual Reconciliation. A. Within fifteen twenty (1520) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, Owner showing Gross Revenues, Deductions, Operating Profit Profit, and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by OwnerPeriod. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Managerneeds, and shall retain any interim amounts payable to Manager pursuant to the terms of this Agreementdue Manager. B. Calculations and payments of the Incentive Management Fee and Fee, the Base Management Fee Fee, and distributions of Operating Profit made with respect to each Accounting Period shall be accounted for cumulatively within a Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within each the SEC Filing Period, Manager shall deliver to Owner (1) a statement (the “Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days business days after Owner’s receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. No adjustments shall be made for any Operating Loss in any preceding Fiscal Year. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall not accrue and shall not be payable to Manager. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to Manager. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not so fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to withdraw an amount to cover such Operating Loss from future distributions of funds otherwise due to Owner. In the event an Operating Loss occurs in respect of Furthermore, if Owner fails to fund a Fiscal Yeardeficiency upon request by Manager, either Owner or Manager may elect also withdraw interest upon such sum from the date payment was due until repayment to terminate this Agreement. In no event shall Manager be obligated at a rate equal to invest its own funds to cover any Operating Lossthe Prime Rate plus three (3) percentage points.

Accounting, Distributions and Annual Reconciliation. A. Within fifteen twenty (1520) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, Owner showing Gross Revenues, Deductions, Operating Profit Profit, and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by Ownerin electronic format (together with hard copies thereof). Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Managerneeds, and shall retain any Base Management Fees, System Services Fees, Accounting Fees, Incentive Management Fees and any other interim amounts payable to Manager pursuant to due Manager. Such interim accounting shall be in the terms form of this Agreementstatements reasonably approved by Owner. B. Calculations and payments of the Base Management Fee, the Incentive Management Fee Fee, and the Base Management Fee distributions of Operating Profit made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulatively within a Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within sixty (60) days after the end of each SEC Filing PeriodFiscal Year, Manager shall deliver to Owner (1) a statement in electronic format (the “Annual Operating Statement”together with hard copies thereof) in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and within ninety (90) days after the end of each Fiscal Year, a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a year end statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five thirty (530) Business Days business days after Owner’s receipt of such Annual Operating Statementstatement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statementstatement. Such Annual Operating Statement final accounting shall be controlling over the preceding Accounting Period Statements. No adjustment shall be made for any Operating Loss or Operating Profit in a preceding or subsequent Fiscal Year. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit Period and the Hotel requires additional funds for such Accounting Period shall not accrue and shall not be payable to Manager. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager the operation of the Hotel as provided in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to Manager. To the extent there is an Operating Loss for any Accounting Periodthis Agreement, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not so fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to withdraw an amount equal to cover such Operating Loss from future distributions of funds otherwise due to Owner. In the event Furthermore, if Owner fails to fund an Operating Loss occurs in respect of upon request by Manager and Manager elects to fund such amount, Manager may also withdraw interest upon such sum at a Fiscal Year, either rate equal to the Prime Rate plus three (3) percentage points accruing from the date Owner was to have funded such Operating Loss until full repayment is made to Manager by Owner or Manager may elect by withdrawal from Owner’s distributions. To the extent the Operating Loss suggests to terminate this Agreement. In no event Manager, in the exercise of its opinion, that there will not be sufficient Working Capital to operate the Hotel in accordance with the terms hereof and the Annual Operating Budget, the provisions of Section 4.05 hereof shall Manager be obligated to invest its own funds to cover any Operating Lossapply.

Accounting, Distributions and Annual Reconciliation. A. Within fifteen twenty (1520) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, Owner showing Gross Revenues, Deductions, Operating Profit Profit, and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by OwnerPeriod. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Managerneeds, and shall retain any interim amounts payable to Manager pursuant to the terms of this Agreementdue Manager. B. Calculations and payments of the Incentive Management Fee and Fee, the Base Management Fee Fee, and distributions of Operating Profit made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulatively within a for such Fiscal Year, Year but shall not be cumulative from one Fiscal Year to the next. Within ninety (90) days after the end of each SEC Filing PeriodFiscal Year, Manager shall deliver to Owner (1) a statement (the “Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days business days after Owner’s receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. No adjustments shall be made for any Operating Loss in any preceding Fiscal Year. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall not accrue and shall not be payable to Manager. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to Manager. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not so fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to withdraw an amount to cover such Operating Loss from future distributions of funds otherwise due to Owner. In the event an Operating Loss occurs in respect of a Fiscal Year, either Owner or Manager may elect to terminate this Agreement. In no event shall Manager be obligated to invest its own funds to cover any Operating Loss.

Accounting, Distributions and Annual Reconciliation. A. Within fifteen (15) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, showing Gross Revenues, Deductions, Operating Profit and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by Owner. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Manager, and shall retain any interim amounts payable to Manager pursuant to the terms of this Agreement. B. Calculations and payments of the Incentive Management Fee and Fee, the Base Management Fee and distributions of Operating Profit made with respect to each Accounting Period shall be accounted for cumulatively within a Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within each the SEC Filing Period, Manager shall deliver to Owner (1) a statement (the “Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days after Owner’s receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall accrue (but not accrue beyond the Term of this Agreement) and shall not be payable to ManagerManager to the extent of, and shall reduce, any Incentive Management Fee payable to Manager in respect of subsequent Accounting Periods. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to ManagerManager or accrued Owner’s Priority is payable to Owner. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to withdraw an amount to cover such Operating Loss from future distributions of funds otherwise due to Owner. Furthermore, if Owner fails to fund such deficiency upon request by Manager, Manager may also withdraw interest upon such sum from the date payment was due until repayment to Manager at a rate equal to the Prime Rate plus one (1) percent per annum. In the event an Operating Loss occurs in respect of a one (1) or more Accounting Quarters during any Fiscal Year, either Owner or Manager may elect to terminate this Agreement. In no event shall Manager be obligated to invest its own funds to cover any Operating Loss.

Accounting, Distributions and Annual Reconciliation. A. Within fifteen Fifteen (15) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, showing Gross Revenues, Deductions, Operating Profit and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by Owner. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Manager, and shall retain any interim amounts payable to Manager pursuant to the terms of this Agreement. B. Calculations and payments of the Incentive Management Fee and Fee, the Base Management Fee and distributions of Operating Profit made with respect to each Accounting Period shall be accounted for cumulatively within a Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within each the SEC Filing Period, Manager shall deliver to Owner (1) a statement (the “Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days after Owner’s receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable paid to Manager had there been an Operating Profit for such Accounting Period shall not accrue and shall not be reduce any Incentive Management Fee payable to ManagerManager in respect of subsequent Accounting Periods. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are Owner’s Priority is payable to ManagerOwner. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to withdraw an amount to cover such Operating Loss from future distributions of funds otherwise due to Owner. Furthermore, if Owner fails to fund such deficiency upon request by Manager, Manager may also withdraw interest upon such sum from the date payment was due until repayment to Manager at a rate equal to the Prime Rate plus one (1) percent per annum. In the event an Operating Loss occurs in respect of a Fiscal Year, either Owner or Manager may elect to terminate this Agreement. In no event shall Manager be obligated to invest its own funds to cover any Operating Loss.

Accounting, Distributions and Annual Reconciliation. A. Within fifteen twenty (1520) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, showing Gross Revenues, Deductions, Operating Profit and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by Owner. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Managerneeds, and shall retain any interim amounts payable to Manager pursuant to the terms of this Agreement. B. Calculations and payments of the Incentive Management Fee and Fee, the Base Management Fee and distributions of Operating Profit made with respect to each Accounting Period shall be accounted for cumulatively within a Fiscal Year, but shall not be cumulative from one Fiscal Year to the next, except as otherwise provided herein. Within the earlier of either (i) sixty days after the end of each Fiscal Year or (ii) the SEC Filing Period, Manager shall deliver to Owner (1) a statement (the “Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct correct. Subject to Owner’s right to audit provided for in this Agreement and subject to such Annual Operating Statement being in proper form and containing such information as may be reasonably requested by Owner or otherwise agreed upon by the parties, such Annual Operating Statement shall be deemed accepted by Owner unless objected to within fifteen (215) Business Days after Owner’s receipt thereof. In the event Owner objects to such Annual Operating Statement within such fifteen (15) Business Day period, Manager shall have ten (10) days to address Owner’s objections and provide Owner with a statement (the “Quarterly revised Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days after Owner’s receipt of such the final Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall not accrue and shall not be payable to Manager. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to Manager. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to withdraw an amount to cover such Operating Loss from future distributions of funds otherwise due to Owner. In the event an Operating Loss occurs in respect of a Fiscal YearFurthermore, either if Owner or fails to fund such deficiency upon request by Manager, Manager may elect also withdraw interest upon such sum from the date payment was due until repayment to terminate this Agreement. In no event shall Manager be obligated at a rate equal to invest its own funds to cover any Operating Lossthe Prime Rate plus one percent (1%) per annum.

Accounting, Distributions and Annual Reconciliation. A. Within fifteen (15) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, showing Gross Revenues, Deductions, Operating Profit and applications and distributions thereof for the preceding Accounting Period and any other information reasonably requested by Owner. Manager shall transfer to Owner, with each Accounting Period Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Manager, and shall retain any interim amounts payable to Manager pursuant to the terms of this Agreement. B. Calculations and payments of the Incentive Management Fee and Fee, the Base Management Fee and distributions of Operating Profit made with respect to each Accounting Period shall be accounted for cumulatively within a Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within each the SEC Filing Period, Manager shall deliver to Owner (1) a statement (the “Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding Fiscal Year and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days after Owner’s receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall not accrue and shall not be payable to ManagerManager to the extent of, and shall reduce, any Incentive Management Fee payable to Manager in respect of subsequent Accounting Periods. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to ManagerManager or accrued Owner’s Priority is payable to Owner. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to withdraw an amount to cover such Operating Loss from future distributions of funds otherwise due to Owner. Furthermore, if Owner fails to fund such deficiency upon request by Manager, Manager may also withdraw interest upon such sum from the date payment was due until repayment to Manager at a rate equal to the Prime Rate plus one (1) percent per annum. In the event an Operating Loss occurs in respect of a Fiscal Year, either Owner or Manager may elect to terminate this Agreement. In no event shall Manager be obligated to invest its own funds to cover any Operating Loss.

Accounting, Distributions and Annual Reconciliation. A. (a) Within fifteen (15) days after the close of each Accounting PeriodPeriod (or such earlier time period as required under the Management Agreement), Tenant shall cause Manager shall to deliver to Landlord an interim accounting financial statement (the each, an “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, showing Gross Revenues, Deductions, Operating Profit Revenues and applications and distributions thereof for the preceding Accounting Period Period, together with any and any all other information reasonably requested required to be reflected on or provided with such Accounting Period Statement as may be required pursuant to the Management Agreement. Each such Accounting Period Statement shall be accompanied by Ownera certificate of any officer or other authorized representative of Manager certifying that such Accounting Period Statement was prepared under such person’s direction in accordance with GAAP, and in such person’s opinion is true and correct. Tenant shall cause Manager shall to transfer to OwnerTenant, with each Accounting Period Statement, any interim amounts due OwnerTenant, subject to Working Capital needs mutually agreed upon by Owner and Managerneeds, and shall retain any interim amounts payable to Manager pursuant to the terms of this Agreementdue Manager. B. (b) Calculations and payments of the Incentive Management Fee management fees due Manager, and the Base Management Fee distributions to Tenant made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulatively within a cumulatively. Within seventy-five (75) days after the end of each Fiscal Year, but Tenant shall not be cumulative from one Fiscal Year cause Manager to the next. Within each SEC Filing Period, Manager shall deliver to Owner (1) Landlord a financial statement (the each, an “Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel Facility for the immediately preceding Fiscal Year Year, together with any and a certificate of Manager’s chief accounting officer (all other information required to be reflected on or comparable employee) certifying that, to the best of his or her knowledge, provided with such Annual Operating Statement is true and correct and (2) a statement (as may be required pursuant to the “Quarterly Management Agreement. Each such Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and Statement shall be accompanied by a certificate of Manager’s chief accounting any officer (or comparable employee) other authorized representative of Manager certifying that, to the best of his or her knowledge, that such Quarterly Annual Operating Statement was prepared under such person’s direction in accordance with GAAP, and in such person’s opinion is true and correct. The parties shall, within five (5) Business Days after OwnerAfter Landlord’s receipt of such Annual Operating Statement, the parties shall promptly make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. C. To the extent there is an Operating Loss for any Accounting Period, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall not accrue and shall not be payable to Manager. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to Manager. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not fund such Operating Loss within the thirty (30) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to withdraw an amount to cover such Operating Loss from future distributions of funds otherwise due to Owner. In the event an Operating Loss occurs in respect of a Fiscal Year, either Owner or Manager may elect to terminate this Agreement. In no event shall Manager be obligated to invest its own funds to cover any Operating Loss.

Accounting, Distributions and Annual Reconciliation. A. Within fifteen twenty (1520) days after the close of each Accounting Periodcalendar month, Manager shall deliver to Owner an interim accounting (the “Accounting Period Statement”) to Owner, prepared in accordance with the Uniform System of Accounts, profit and loss statement showing Gross Revenues, Deductions, Operating Profit Profit, and applications and distributions thereof for the preceding Accounting Period calendar month and any other information reasonably requested on a year-to-date cumulative basis, and within thirty (30) days after the close of each calendar month, Manager shall deliver to Owner a balance sheet for the Golf Club as of the end of the preceding month (collectively, the "Monthly Statement"). Within twenty (20) days after the close of each Calendar Quarter, Manager shall deliver to Owner an interim quarterly accounting profit and Loss statement showing Gross Revenues, Deductions, Operating Profit, and applications and distributions thereof for the preceding Calendar Quarter and on a year-to-date cumulative basis for such Fiscal Year, and within thirty (30) days after the close of each Calendar Quarter, Manager shall deliver to Owner a balance sheet for the Golf Club as of the end of the preceding Calendar Quarter (collectively, the "Quarterly Statement"). The Monthly Statements and Quarterly Statements shall be certified by Ownerthe controller of the Golf Club. Manager shall transfer to Owner, with each Accounting Period Quarterly Statement, any interim amounts due Owner, subject to Working Capital needs mutually agreed upon by Owner and Managerneeds, and shall retain any interim amounts payable due Manager. With each Monthly Statement and Quarterly Statement, Manager shall provide to Owner Manager's most current estimate of Gross Revenues for the remaining months in the Fiscal Year. With the Quarterly Statement, Manager pursuant shall provide to the terms of this AgreementOwner Manager's variance report, segmentation analysis, group activity report and competition survey for each period, together with a period status report regarding uncompleted capital projects and such other information as reasonably requested by Owner. B. Calculations and payments Within ninety (90) days after the end of the Incentive Management Fee and the Base Management Fee made with respect to each Accounting Period shall be accounted for cumulatively within a Fiscal Year, but shall not be cumulative from one Fiscal Year to the next. Within each SEC Filing Period, Manager shall deliver to Owner annual operating statements for the business of the Golf Club, a balance sheet as of the end of such year, and related statements of income and retained earnings and changes in financial position for the Golf Club for such Fiscal Year audited by an independent certified public accounting firm selected by Owner. The reasonable and customary costs of such audit shall be included as a Deduction. C. Calculations and payments of the Short-Term Incentive Fee, the Base Management Fee, and distributions of Operating Profit made with respect to each Calendar Quarter within a Fiscal Year shall be accounted for cumulatively. Within sixty (160) days after the end of each Fiscal Year, Manager shall deliver to Owner a statement (the “"Annual Operating Statement”") in reasonable detail summarizing the operations of the Hotel Golf Club for the immediately preceding Fiscal Year and a certificate of Manager’s 's chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Annual Operating Statement is true and correct and (2) a statement (the “Quarterly Operating Statement”) in reasonable detail summarizing the operations of the Hotel for the immediately preceding calendar quarter and a certificate of Manager’s chief accounting officer (or comparable employee) certifying that, to the best of his or her knowledge, such Quarterly Operating Statement is true and correct. The parties shall, within five (5) Business Days business days after Owner’s 's receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Monthly or Quarterly Statements. No adjustments shall be made for any Operating Loss in any preceding Fiscal Year. C. D. To the extent there is an Operating Loss a Working Capital deficiency for any Accounting PeriodCalendar Quarter, unless such loss was due to a force majeure event, no Base Management Fee or Incentive Management Fee Manager shall be paid to or retained from Gross Revenues by Manager. Any Base Management Fee that would have been payable to Manager had there been an Operating Profit for such Accounting Period shall advise Owner not accrue and shall not be payable to Manager. In no event shall Incentive Management Fees accrue, nor shall any Incentive Management Fee be payable to Manager in respect of any Accounting Period (i) as to which there is an Operating Loss or (ii) as to which accrued Base Management Fees are payable to Manager. To the extent there is an Operating Loss for any Accounting Period, additional funds in the amount of any such Operating Loss (other less than the amount of any Base Management Fee) shall be provided by Owner within thirty (30) days after Manager has delivered written notice thereof to Owner. If Owner does not fund such Operating Loss within in advance of the thirty (30) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to withdraw an amount to cover such Operating Loss from future distributions of funds otherwise due to Owner. In the event an Operating Loss occurs in respect of a Fiscal Year, either Owner or Manager may elect to terminate this Agreement. In no event shall Manager be obligated to invest its own additional funds to cover any Operating Loss.be provided by