Common use of Accounting, Interim Payment and Annual Reconciliation Clause in Contracts

Accounting, Interim Payment and Annual Reconciliation. A. Within twenty (20) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Tenant and Landlord showing for each Hotel, Gross Revenues, Gross Room Revenues, occupancy percentage and average daily rate, Deductions, Operating Profit, and applications and distributions thereof for the preceding Accounting Period. Only if the Pooling Agreement has been terminated in accordance with its terms with respect to one or more Hotels, the following provisions for interim distributions shall apply with respect to such Hotels for periods subsequent to the termination date. Notwithstanding the order of distribution of Operating Profit set forth in Section 3.02.B, for each Accounting Period, Manager shall, with each interim accounting, transfer to Tenant any interim amounts due Tenant, transfer to Marriott any interim amounts due to Marriott, and retain any interim amounts due to Manager under Section 3.02.B, including, without limitation, the Base Management Fee, the First Incentive Management Fee, and the Second Incentive Management Fee calculated on a year-to-date basis for such Fiscal Year. If the portion of Operating Profit to be distributed to Tenant pursuant to Sections 3.02.B(1), (2), (4) or (7) is insufficient to pay each of such interim amounts then due in full following the end of any Accounting Period, any such interim amounts left unpaid shall be paid from and to the extent of Operating Profit available therefor at the time distributions are made following successive Accounting Periods until such interim amounts are paid in full, and such payments shall be made from such available Operating Profit in the same order of priority as other payments made on account of such items following such Accounting Periods. If the portion of Operating Profit to be distributed to Marriott or Manager pursuant to Sections 3.02.B(3), (4), (5), (6) or (8) is insufficient to pay each of such interim amounts then due in full following the end of any Accounting Period, any such interim amounts left unpaid shall be paid from and to the extent of Operating Profit available therefor at the time distributions are made following successive Accounting Periods until such interim amounts are paid in full, and such payments shall be made from such available Operating Profit in the same order of priority as other payments made on account of such items following such Accounting Periods. The portion of Operating Profit to be distributed as interim distributions to Tenant as Tenant’s Priority, Ground Lease Rent and as Security Deposit Replenishment pursuant to Section 3.02.B for the then-current Fiscal Year for each Hotel, as well as the portion of Operating Profit to be retained by Manager as the Base Management Fee, the First Incentive Management Fee and the Second Incentive Management Fee pursuant to Section 3.02.B for each Hotel, shall be determined by applying in each instance a cumulative prorated amount to such Tenant’s Priority, Ground Lease Rent, Security Deposit Replenishment, Base Management Fee, First Incentive Management Fee and Second Incentive Management Fee (calculated on a year-to-date basis, with the prorated amount being one-twelfth (1/12) of the total amount for each of such items for each Accounting Period of each Fiscal Year) to the year-to-date cumulative Operating Profit of such Hotel (all such portions being hereinafter collectively referred to as the “Prorated Portions”). In each Accounting Period after the first Accounting Period of a Fiscal Year, inclusive, the Prorated Portions shall be adjusted to reflect distributions to Tenant, and retention by Manager, of Operating Profit with respect to such Prorated Portions for prior Accounting Periods during the then current Fiscal Year. All the distributions shall be made in the order of priority as set forth in Section 3.02 hereof.

Accounting, Interim Payment and Annual Reconciliation. A. Within twenty (20) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Tenant and Landlord Owner showing for each Hotel, Gross Revenues, Gross Room Revenues, occupancy percentage and average daily rate, Deductions, Operating Profit, and applications and distributions thereof for the preceding Accounting Periodthereof. Only if the Pooling Agreement has been terminated in accordance with its terms with respect to one or more Hotels, the following provisions for interim distributions Manager shall apply with respect to such Hotels for periods subsequent to the termination date. Notwithstanding the order of distribution of Operating Profit set forth in Section 3.02.B, for each Accounting Period, Manager shall, transfer with each interim accounting, transfer to Tenant accounting any interim amounts due Tenant, transfer to Marriott any interim amounts due to Marriott, Owner and shall retain any interim amounts due to Manager under Section 3.02.B, including, without limitation3.01. B. Calculations and payments of the Incentive Management Fee, the Base Management Fee, the First Incentive Management Residence Inn System Fee, and distributions 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 Second Incentive Management Fee calculated on end of each Fiscal Year, Manager shall deliver to Owner a statement in reasonable detail summarizing the operations of the Inn for the immediately preceding Fiscal Year and a certificate of Manager’s chief accounting officer certifying that such year-to-date basis end statement is true and correct. The parties shall, within five (5) business days after Owner’s receipt of such statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal YearYear as are needed because of the final figures set forth in such statement. If Such final accounting shall be controlling over the portion of interim accountings. No adjustment shall be made for any Operating Loss or Operating Profit to be distributed to Tenant pursuant to Sections 3.02.B(1), (2), (4) in a preceding or (7) subsequent Fiscal Year. C. To the extent there is insufficient to pay each of such interim amounts then due in full following the end of an Operating Loss for any Accounting Period, additional funds in the amount of any such interim amounts left unpaid Operating Loss shall be paid from and provided by Owner within twenty (20) days after Manager has delivered written notice thereof to the extent of Operating Profit available therefor at the time distributions are made following successive Accounting Periods until such interim amounts are paid in full, and such payments shall be made from such available Operating Profit in the same order of priority as other payments made on account of such items following such Accounting PeriodsOwner. If Owner does not so fund such Operating Loss within the portion of Operating Profit twenty (20) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to be distributed to Marriott or Manager pursuant to Sections 3.02.B(3), (4), (5), (6) or (8) is insufficient to pay each of such interim amounts then due in full following the end of any Accounting Period, any such interim amounts left unpaid shall be paid from and to the extent of Operating Profit available therefor at the time distributions are made following successive Accounting Periods until such interim amounts are paid in full, and such payments shall be made from such available Operating Profit in the same order of priority as other payments made on account of such items following such Accounting Periods. The portion of Operating Profit to be distributed as interim distributions to Tenant as Tenant’s Priority, Ground Lease Rent and as Security Deposit Replenishment pursuant to Section 3.02.B for the then-current Fiscal Year for each Hotel, as well as the portion of Operating Profit to be retained by Manager as the Base Management Fee, the First Incentive Management Fee and the Second Incentive Management Fee pursuant to Section 3.02.B for each Hotel, shall be determined by applying in each instance a cumulative prorated withdraw an amount equal to such Tenant’s PriorityOperating Loss from future disbursements of funds otherwise due to Owner. Furthermore, Ground Lease Rent, Security Deposit Replenishment, Base Management Fee, First Incentive Management Fee and Second Incentive Management Fee (calculated on if Owner fails to fund a year-to-date basis, with the prorated amount being one-twelfth (1/12) of the total amount for each of such items for each Accounting Period of each Fiscal Year) to the year-to-date cumulative Operating Profit of such Hotel (all such portions being hereinafter collectively referred to as the “Prorated Portions”). In each Accounting Period after the first Accounting Period of a Fiscal Year, inclusive, the Prorated Portions shall be adjusted to reflect distributions to Tenant, and retention deficiency upon request by Manager, of Operating Profit with respect Manager may also withdraw interest upon such sum from the date payment was due until repayment to such Prorated Portions for prior Accounting Periods during Manager at a rate equal to the then current Fiscal Year. All the distributions shall be made in the order of priority as set forth in Section 3.02 hereofPrime Rate plus three (3) percentage points.

Accounting, Interim Payment and Annual Reconciliation. A. Within twenty (20) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Tenant and Landlord showing for each Hotel, Gross Revenues, Gross Room Revenues, occupancy percentage and average daily rate, Deductions, Operating Profit, and applications and distributions thereof for the preceding Accounting Periodtogether with an Officer's Certificate. Only if the Pooling Agreement has been terminated in accordance with its terms with respect to one or more Hotels, the following provisions for interim distributions shall apply with respect to such Hotels for periods subsequent to the termination dateHotels. Notwithstanding the order of distribution of Operating Profit set forth in Section 3.02.B, for each Accounting Period, Manager shall, with each interim accounting, transfer to Tenant any interim amounts due Tenant, transfer to Marriott any interim amounts due to Marriott, and retain any interim amounts due to Manager under Section 3.02.B, including, without limitation, the Base Management Fee, the First Incentive Management Fee, and the Second Incentive Management Fee calculated on a year-to-date basis for such Fiscal Year. If the portion of Operating Profit to be distributed to Tenant pursuant to Sections 3.02.B(1)Items 1, (2), (4) 3, 4 or (7) 5 of Section 3.02.B is insufficient to pay each of such interim amounts then due in full following the end of any Accounting Period, any such interim amounts left unpaid shall be paid from and to the extent of Operating Profit available therefor at the time distributions are made following successive Accounting Periods until such interim amounts are paid in full, and such payments shall be made from such available Operating Profit in the same order of priority as other payments made on account of such items following such Accounting Periods. If the portion of Operating Profit to be distributed to Marriott or Manager pursuant to Sections 3.02.B(3)Items 5, (4), (5), (6) 6 or (8) 7 of Section 3.02.B is insufficient to pay each of such interim amounts then due in full following the end of any Accounting Period, any such interim amounts left unpaid shall be paid from and to the extent of Operating Profit available therefor at the time distributions are made following successive Accounting Periods until such interim amounts are paid in full, and such payments shall be made from such available Operating Profit in the same order of priority as other payments made on account of such items following such Accounting Periods. The portion of Operating Profit to be distributed as interim distributions to Tenant as for Tenant’s Priority, Ground Lease Rent 's First Priority and as Security Deposit Replenishment pursuant to Section 3.02.B Tenant's Third Priority for the then-then current Fiscal Year for each Hotel, as well as the portion of Operating Profit to be retained by Manager as the Base Management Fee, the its First Incentive Management Fee and the Second Incentive Management Fee pursuant to Section 3.02.B for each Hotel, shall be determined by applying in each instance a cumulative prorated amount to such Tenant’s 's First Priority, Ground Lease RentTenant's Third Priority, Security Deposit Replenishment, Base Management Fee, the First Incentive Management Fee and the Second Incentive Management Fee (calculated on a year-to-date basis, with the prorated amount being one-twelfth thirteenth (1/121/13) of the total amount for each of such items for each Accounting Period of each Fiscal Year) to the year-to-date cumulative Operating Profit of such Hotel (all such portions being hereinafter collectively referred to as the “"Prorated Portions”"). In each Accounting Period after the first Accounting Period of a Fiscal Year, inclusive, the Prorated Portions shall be adjusted to reflect distributions to Tenant, and retention by Manager, of Operating Profit with respect to such Prorated Portions for prior Accounting Periods during the then current Fiscal Year. All the distributions shall be made in the order of priority as set forth in Section 3.02 hereof. B. When required under Section 5.05 hereunder, the Manager shall deliver to Tenant and Landlord statements to be provided under Section 5.05.B hereof. In addition, on or before April 30 of each year, simultaneously with the delivery of the statements to be provided under Section 4.01.D hereof, commencing on the April 30 following the Effective Date, Manager shall deliver to Tenant and Landlord an Officer's Certificate setting forth the total amount of deposits made to, and expenditures from, each Reserve for the preceding Fiscal Year, together with a comparison of such expenditures with the applicable Reserve Estimate. C. 1. Calculations and payments of the Base Management Fee, the First Incentive Management Fee, the Second Incentive Management Fee, Tenant's First Priority, Tenant's Second Priority and Tenant's Third Priority for each Hotel and distributions of Operating Profit made with respect to each Accounting Period within a Fiscal Year for each Hotel shall be accounted for cumulatively.

Accounting, Interim Payment and Annual Reconciliation. A. Within twenty (20) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Tenant and Landlord showing for each Hotel, Gross Revenues, Gross Room Revenues, occupancy percentage and average daily rate, Deductions, Operating Profit, and applications and distributions thereof for the preceding Accounting Period. Only if the Pooling Agreement has been terminated in accordance with its terms with respect to one or more Hotels, the following provisions for interim distributions shall apply with respect to such Hotels for periods subsequent to the termination date. Notwithstanding the order of distribution of Operating Profit set forth in Section 3.02.B, for each Accounting Period, Manager shall, with each interim accounting, transfer to Tenant any interim amounts due Tenant, transfer to Marriott any interim amounts due to Marriott, and retain any interim amounts due to Manager under Section 3.02.B, including, without limitation, the Base Management Fee, the First Incentive Management Fee, and the Second Incentive Management Fee calculated on a year-to-date basis for such Fiscal Year. If the portion of Operating Profit to be distributed to Tenant pursuant to Sections 3.02.B(1), (2), (4) or (74) is insufficient to pay each of such interim amounts then due in full following the end of any Accounting Period, any such interim amounts left unpaid shall be paid from and to the extent of Operating Profit available therefor at the time distributions are made following successive Accounting Periods until such interim amounts are paid in full, and such payments shall be made from such available Operating Profit in the same order of priority as other payments made on account of such items following such Accounting Periods. If the portion of Operating Profit to be distributed to Marriott or Manager pursuant to Sections 3.02.B(33.02.B(2), (4), (5), (63) or (8) 5) is insufficient to pay each of such interim amounts then due in full following the end of any Accounting Period, any such interim amounts left unpaid shall be paid from and to the extent of Operating Profit available therefor at the time distributions are made following successive Accounting Periods until such interim amounts are paid in full, and such payments shall be made from such available Operating Profit in the same order of priority as other payments made on account of such items following such Accounting Periods. The portion of Operating Profit to be distributed as interim distributions to Tenant as Tenant’s Priority, Ground Lease Rent Priority and as a Security Deposit Replenishment pursuant to Section 3.02.B for the then-then current Fiscal Year for each Hotel, as well as the portion of Operating Profit to be retained by Manager as the Base Management Fee, the First Incentive Management Fee and the Second Incentive Management Fee pursuant to Section 3.02.B 3.02B for each Hotel, shall be determined by applying in each instance a cumulative prorated amount to such Tenant’s Priority, Ground Lease Rent, Security Deposit Replenishment, Base Management Fee, First Incentive Management Fee and Second Incentive Management Fee (calculated on a year-to-date basis, with the prorated amount being one-twelfth thirteenth (1/121/13) of the total amount for each of such items for each Accounting Period of each Fiscal Year) to the year-to-date cumulative Operating Profit of such Hotel (all such portions being hereinafter collectively referred to as the “Prorated Portions”). In each Accounting Period after the first Accounting Period of a Fiscal Year, inclusive, the Prorated Portions shall be adjusted to reflect distributions to Tenant, and retention by Manager, of Operating Profit with respect to such Prorated Portions for prior Accounting Periods during the then current Fiscal Year. All the distributions shall be made in the order of priority as set forth in Section 3.02 hereof.

Accounting, Interim Payment and Annual Reconciliation. A. Within twenty (20) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Tenant and Landlord showing for each the Hotel, Gross Revenues, Gross Room Revenues, occupancy percentage and average daily rate, Deductions, Operating Profit, and applications and distributions thereof for the preceding Accounting Period. Only if the Pooling Agreement has been terminated in accordance with its terms with respect to one or more Hotelsthe Hotel, the following provisions for interim distributions shall apply with respect to such Hotels the Hotel for periods subsequent to the termination date. Notwithstanding the order of distribution of Operating Profit set forth in Section 3.02.B, for each Accounting Period, Manager shall, with each interim accounting, transfer to Tenant any interim amounts due Tenant, transfer to Marriott any interim amounts due to Marriott, and retain any interim amounts due to Manager under Section 3.02.B, including, without limitation, the Base Management Fee, the First Incentive Management Fee, and the Second Incentive Management Fee calculated on a year-to-date basis for such Fiscal Year. If the portion of Operating Profit to be distributed to Tenant pursuant to Sections 3.02.B(1), (2), (4) or (7) is insufficient to pay each of such interim amounts then due in full following the end of any Accounting Period, any such interim amounts left unpaid shall be paid from and to the extent of Operating Profit available therefor at the time distributions are made following successive Accounting Periods until such interim amounts are paid in full, and such payments shall be made from such available Operating Profit in the same order of priority as other payments made on account of such items following such Accounting Periods. If the portion of Operating Profit to be distributed to Marriott or Manager pursuant to Sections 3.02.B(3), (4), (5), (6) or (8) is insufficient to pay each of such interim amounts then due in full following the end of any Accounting Period, any such interim amounts left unpaid shall be paid from and to the extent of Operating Profit available therefor at the time distributions are made following successive Accounting Periods until such interim amounts are paid in full, and such payments shall be made from such available Operating Profit in the same order of priority as other payments made on account of such items following such Accounting Periods. The portion of Operating Profit to be distributed as interim distributions to Tenant as Tenant’s Priority, Ground Lease Rent and as Security Deposit Replenishment pursuant to Section 3.02.B for the then-current Fiscal Year for each the Hotel, as well as the portion of Operating Profit to be retained by Manager as the Base Management Fee, the First Incentive Management Fee and the Second Incentive Management Fee pursuant to Section 3.02.B for each the Hotel, shall be determined by applying in each instance a cumulative prorated amount to such Tenant’s Priority, Ground Lease Rent, Security Deposit Replenishment, Base Management Fee, First Incentive Management Fee and Second Incentive Management Fee (calculated on a year-to-date basis, with the prorated amount being one-twelfth (1/12) of the total amount for each of such items for each Accounting Period of each Fiscal Year) to the year-to-date cumulative Operating Profit of such the Hotel (all such portions being hereinafter collectively referred to as the “Prorated Portions”). In each Accounting Period after the first Accounting Period of a Fiscal Year, inclusive, the Prorated Portions shall be adjusted to reflect distributions to Tenant, and retention by Manager, of Operating Profit with respect to such Prorated Portions for prior Accounting Periods during the then current Fiscal Year. All the distributions shall be made in the order of priority as set forth in Section 3.02 hereof.

Accounting, Interim Payment and Annual Reconciliation. A. Within twenty (20) days after the close of each Accounting Period, Manager shall deliver an interim accounting (the “Accounting Period Statement”) to Tenant and Landlord Owner showing for each Hotel, Gross Revenues, Gross Room Revenues, occupancy percentage and average daily rate, Deductions, Operating Profit, and applications and distributions thereof for the preceding Accounting Periodthereof. Only if the Pooling Agreement has been terminated in accordance with its terms with respect to one or more Hotels, the following provisions for interim distributions Manager shall apply with respect to such Hotels for periods subsequent to the termination date. Notwithstanding the order of distribution of Operating Profit set forth in Section 3.02.B, for each Accounting Period, Manager shall, transfer with each interim accounting, transfer to Tenant accounting any interim amounts due Tenant, transfer to Marriott any interim amounts due to Marriott, Owner and shall retain any interim amounts due to Manager under Section 3.02.B, including, without limitation3.01. B. Calculations and payments of the Incentive Management Fee, the Base Management Fee, the First Incentive Management Residence Inn System Fee, and distributions of Operating Profit made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulative. Within sixty (60) days after the Second Incentive Management Fee calculated on end of each Fiscal Year, Manager shall deliver to Owner a statement in reasonable detail summarizing the operations of the Inn for the immediately preceding Fiscal Year and a certificate of Manager’s chief accounting officer certifying that such year-to-date basis end statement is true and correct. The parties shall, within five (5) business days after Owner’s receipt of such statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal YearYear as are needed because of the final figures set forth in such statement. If Such final accounting shall be controlling over the portion of interim accountings. No adjustment shall be made for any Operating Loss or Operating Profit to be distributed to Tenant pursuant to Sections 3.02.B(1), (2), (4) in a preceding or (7) subsequent Fiscal Year. C. To the extent there is insufficient to pay each of such interim amounts then due in full following the end of an Operating Loss for any Accounting Period, additional funds in the amount of any such interim amounts left unpaid Operating Loss shall be paid from and provided by Owner within twenty (2) days after Manager has delivered written notice thereof to the extent of Operating Profit available therefor at the time distributions are made following successive Accounting Periods until such interim amounts are paid in full, and such payments shall be made from such available Operating Profit in the same order of priority as other payments made on account of such items following such Accounting PeriodsOwner. If Owner does not so fund such Operating Loss within the portion of Operating Profit twenty (20) day time period, Manager shall have the right (without affecting Manager’s other remedies under this Agreement) to be distributed to Marriott or Manager pursuant to Sections 3.02.B(3), (4), (5), (6) or (8) is insufficient to pay each of such interim amounts then due in full following the end of any Accounting Period, any such interim amounts left unpaid shall be paid from and to the extent of Operating Profit available therefor at the time distributions are made following successive Accounting Periods until such interim amounts are paid in full, and such payments shall be made from such available Operating Profit in the same order of priority as other payments made on account of such items following such Accounting Periods. The portion of Operating Profit to be distributed as interim distributions to Tenant as Tenant’s Priority, Ground Lease Rent and as Security Deposit Replenishment pursuant to Section 3.02.B for the then-current Fiscal Year for each Hotel, as well as the portion of Operating Profit to be retained by Manager as the Base Management Fee, the First Incentive Management Fee and the Second Incentive Management Fee pursuant to Section 3.02.B for each Hotel, shall be determined by applying in each instance a cumulative prorated withdraw an amount equal to such Tenant’s PriorityOperating Loss from future disbursements of funds otherwise due to Owner. Furthermore, Ground Lease Rent, Security Deposit Replenishment, Base Management Fee, First Incentive Management Fee and Second Incentive Management Fee (calculated on if Owner fails to fund a year-to-date basis, with the prorated amount being one-twelfth (1/12) of the total amount for each of such items for each Accounting Period of each Fiscal Year) to the year-to-date cumulative Operating Profit of such Hotel (all such portions being hereinafter collectively referred to as the “Prorated Portions”). In each Accounting Period after the first Accounting Period of a Fiscal Year, inclusive, the Prorated Portions shall be adjusted to reflect distributions to Tenant, and retention deficiency upon request by Manager, of Operating Profit with respect Manager may also withdraw interest upon such sum from the date payment was due until repayment to such Prorated Portions for prior Accounting Periods during Manager at a rate equal to the then current Fiscal Year. All the distributions shall be made in the order of priority as set forth in Section 3.02 hereofPrime Rate plus three (3) percentage points.