Common use of Revenue and Expense Allocations Clause in Contracts

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow and Patriot as provided herein. Crow shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of Closing, and Patriot shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (provided that housekeeping costs and the Tray Ledger for the date of Closing shall be shared equally between Patriot and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing Date. Such adjustments shall be shown on the closing statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Price. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated at Closing: (a) Current rents. (b) Real estate and personal property taxes. (c) Revenue and expenses under the Operating Agreements. (d) Utility charges (including, but not limited to, charges for water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel by Crow, including any taxes. (f) Municipal or other governmental improvement liens, which shall be paid by Crow at Closing where the work has been completed prior to the Effective Date, and which shall be assumed by Patriot at Closing where the work has not been completed prior to the Effective Date. (g) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit fees, where transferable. (i) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (j) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot shall retain and receive a credit against the Purchase Price for the total of (i) prepaid rents, (ii) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, (iii) unforfeited security deposits (and, to the extent interest is payable to the tenant, interest thereon) held by Crow under the Occupancy Agreements, and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on the Closing Date. At Closing, Crow shall sell to Patriot in connection with the Hotel, and Patriot shall acquire from Crow, and the Purchase Price shall be increased by the face value of the so-called "guest ledger" as mutually approved by Patriot and Crow for the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: the total of all credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's one-half ( 1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or prior to the Closing Date. Crow shall be required to pay all sales, occupancy and liquor taxes and like impositions currently through the date of Closing and if reasonably available, deliver evidence of payment of same to Patriot. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior to the Closing Date for Crow, but if Patriot collects same, such amounts shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereof. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending, the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow or Patriot with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The proration provisions of this Agreement shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) months.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow and Patriot as provided herein. Crow shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of Closing, and Patriot shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (provided that housekeeping costs and the Tray Ledger for the date of Closing shall be shared equally between Patriot and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing Date. Such adjustments shall be shown on the closing statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Price. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated at Closing: (a) Current rents. (b) Real estate and personal property taxes. (c) Revenue and expenses under the Operating Agreements. (d) Utility charges (including, but not limited to, charges for water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel by Crow, including any taxes. (f) Municipal or other governmental improvement liens, which shall be paid by Crow at Closing where the work has been completed prior to the Effective Date, and which shall be assumed by Patriot at Closing where the work has not been completed prior to the Effective Date. (g) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit fees, where transferable. (i) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (j) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot shall retain and receive a credit against the Purchase Price for the total of (i) prepaid rents, (ii) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, (iii) unforfeited security deposits (and, to the extent interest is payable to the tenant, interest thereon) held by Crow under the Occupancy Agreements, and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on the Closing Date. At Closing, Crow shall sell to Patriot in connection with the Hotel, and Patriot shall acquire from Crow, and the Purchase Price shall be increased by the face value of the so-called "guest ledger" as mutually approved by Patriot and Crow for the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: the total of all credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's one-half ( (1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or prior to the Closing Date. Crow shall be required to pay all sales, occupancy and liquor taxes and like impositions currently through the date of Closing and if reasonably available, deliver evidence of payment of same to Patriot. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior to the Closing Date for Crow, but if Patriot collects same, such amounts shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereof. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending, the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow or Patriot with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The proration provisions of this Agreement shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) months.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, 7.1.1 The following items shall be allocated between Crow and Patriot or prorated at Closing as provided herein. Crow shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of Closing, and Patriot shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (provided that housekeeping costs and the Tray Ledger for the date of Closing shall be shared equally between Patriot and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing Date. Such adjustments shall be shown on the closing statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Price. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated at Closingfollows: (a) Current rentsReal property taxes for the then current tax fiscal year based upon the latest available tax bills or assessment information. Such proration shall be calculated based upon the actual number of days in the tax year, with Seller being responsible for that portion of such tax year occurring on and prior to the Closing Date and Purchaser being responsible for that portion of such tax year occurring after the Closing Date. (b) Real estate Special taxes, assessments or water and personal property taxessewer capacity charges, if any, upon the Golf Course shall be paid by Seller at Closing. (c) Revenue Fuel, electricity, water, sewer, gas, electric, telephone and expenses under other utility charges and assigned deposits. Such proration shall be calculated based upon the Operating Agreementsactual number of days in the current billing period, with Seller being responsible for that portion of such billing period occurring on and prior to the Closing Date and Purchaser being responsible for that portion of such billing period occurring after the Closing Date. (d) Utility Purchaser shall receive credit at the Closing for the following: (i) security deposit received by Seller for the Restaurant Lease in the amount of Ten Thousand Dollars ($10,000); (ii) the prorated portion of any advance rents allocable to the period after the Closing Date and received by Seller from the Restaurant Lessee; and (iii) any unpaid utility charges (including, but not limited to, charges for watertelephone, electric power, steam, heat, gas, cable TV, water and sewer and electricity)any other utility charges) prorated for the period prior to the Closing Date. (e) Value of fuel stored on the Property at the price paid for such fuel by Crow, including any taxes. (f) Municipal or other governmental improvement liens, which Seller shall be paid by Crow at Closing where the work has been completed prior responsible for and pay for all other taxes attributable to the Effective Date, ownership and which shall be assumed by Patriot at Closing where the work has not been completed prior to the Effective Date. (g) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit fees, where transferable. (i) All other revenues and expenses operation of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (j) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot shall retain and receive a credit against the Purchase Price Golf Course for the total period of (i) prepaid rents, (ii) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, (iii) unforfeited security deposits (and, to the extent interest is payable to the tenant, interest thereon) held by Crow under the Occupancy Agreements, and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on the Closing Date. At Closing, Crow shall sell to Patriot in connection with the Hotel, and Patriot shall acquire from Crow, and the Purchase Price shall be increased by the face value of the so-called "guest ledger" as mutually approved by Patriot and Crow for the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: the total of all credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's one-half ( 1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or prior to the Closing Date. Crow . 7.1.2 Following the Closing, all employees of Seller shall be required to pay all sales, occupancy remain employees of Seller and liquor taxes and like impositions currently through the date of Closing and if reasonably available, deliver evidence of payment of same to Patriot. Patriot Purchaser shall not be obligated to collect any delinquent rents, or revenues accrued prior to the Closing Date for Crow, but if Patriot collects same, such amounts shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereof. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending, the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow or Patriot have no responsibility with respect to such employees. Without limiting the Property after generality of the date of Closing foregoing: (a) Seller shall be promptly allocated in responsible for all wages and other amounts owed to employees of Seller providing services for the manner described herein Golf Course and the parties shall promptly pay or reimburse any amount due. The proration provisions of this Agreement shall survive the Closing all wages and amounts due to employees that do not provide services exclusively on account of the transaction contemplated hereby Golf Course. (b) With respect to hourly employees, Seller shall be responsible for a period (a) wages of twelve hourly employees; (12b) monthsemployment and withholding taxes for such employees; and (c) accrued vacation and required contributions to health, pension and other benefit plans for such employees. (c) With respect to salaried employees, Seller shall be responsible for salaries, employment and withholding taxes, accrued vacation and other employment benefits for salaried employees. (d) Seller shall hold expenses for pension expenses for eligible employees. (e) Seller shall be responsible for (a) severance or separation payments, (b) sick pay, and (c) “hospitalization pay,” if any.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow Seller and Patriot Purchaser as provided herein. Crow Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of ClosingClosing Date, and Patriot Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (Date provided that the housekeeping costs and the Tray Ledger for the date of Closing Final Rooms Revenue shall be shared equally between Patriot Seller and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DatePurchaser. Such adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rents. (b) Real estate and personal property taxestaxes (with maximum allowable discounts for early or prompt payment). (c) Revenue and expenses under the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements to be assigned to and assumed by Purchaser. (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel by Crow, including any taxes. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow Seller at Closing where the work has been completed prior to the Effective Dateassessed, and which shall be assumed by Patriot Purchaser at Closing where the work has not been completed assessed; provided, however, that if such liens or assessments are payable in installments, Seller shall be responsible for the payment of such installments relating to periods prior to the Effective Closing Date and Purchaser shall be responsible for the payments of such installments relating to periods on and subsequent to the Closing Date. (gf) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (ig) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (jh) Such other items as are usually The Final Rooms Revenue and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot shall retain and receive a credit against the Purchase Price housekeeping costs for the total of (i) prepaid rents, (ii) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, (iii) unforfeited security deposits (and, to the extent interest is payable to the tenant, interest thereon) held by Crow under the Occupancy Agreements, and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on the Closing Date. At Closing, Crow shall sell to Patriot in connection with the Hotel, and Patriot shall acquire from Crow, and the Purchase Price shall be increased by the face value of the so-called "guest ledger" as mutually approved by Patriot and Crow for the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: the total of all credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's one-half ( 1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or prior to the Closing Date. Crow shall be required to pay all sales, occupancy and liquor taxes and like impositions currently through the date of Closing (to be apportioned equally between Seller and if reasonably available, deliver evidence of payment of same to Patriot. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior to the Closing Date for Crow, but if Patriot collects same, such amounts shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereof. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending, the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow or Patriot with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The proration provisions of this Agreement shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsPurchaser).

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow Seller and Patriot Purchaser as provided herein. Crow Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of ClosingClosing Date, and Patriot Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (provided Date; provide, however, that the housekeeping costs and the Tray Ledger Final Rooms Revenue for the date of Closing Date shall be shared equally between Patriot Seller and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DatePurchaser. Such adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rents. (b) Real estate and personal property taxesproperty, hotel and any other applicable taxes (with maximum allowable discounts for early or prompt payment). (c) Revenue and expenses under the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements to be assigned to and assumed by Purchaser. (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel by Crow, including any taxes. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow Seller at Closing where the work has been completed prior to the Effective Dateassessed, and which shall be assumed by Patriot Purchaser at Closing where the work has not been completed assessed; provided, however, that if such liens or assessments are payable in installments, Seller shall be responsible for the payment of such installments relating to periods prior to the Effective Closing Date and Purchaser shall be responsible for the payments of such installments relating to periods on and subsequent to the Closing Date. (gf) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (ig) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (h) The Final Rooms Revenue and housekeeping costs for the date of Closing (to be apportioned equally between Seller and Purchaser). (i) Advance Deposits. (j) Cash on hand (house accounts). (k) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot Seller shall retain and receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. Purchaser shall receive a credit against the Purchase Price for the total of (ia) prepaid rents, (iib) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (iiic) unforfeited security deposits (and, to the extent together with any interest is payable to the tenant, interest thereon) a tenant thereon held by Crow Seller under the Occupancy Agreements, and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on the Closing Date. At Closing, Crow Seller shall sell to Patriot Purchaser in connection with the Hotel, and Patriot Purchaser shall acquire purchase as part of the purchase price from Crow, Seller at face value: (a) all xxxxx cash funds in connection with the hotel guest operations at the Property; and the Purchase Price shall be increased by the face value of (b) the so-called "guest ledger" as mutually approved by Patriot Seller and Crow for the Hotel Purchaser of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests guest and customers then using the Hotel) both (1i) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2ii) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning meanings: (a) for xxxxx cash, an amount equal to the total of all xxxxx cash funds on hand and transferred to Purchaser; and (b) for the guest ledger: , the total of all credit card accounts receivable as shown on the records of the Hotel, less actual collection costs collections (i.e., fees retained by credit card companies), less Patriotaccounting charges for rooms furnished on a gratuity or complimentary basis to any hotel staff or as an accommodation to other parties and less Purchaser's one-half ( (1/2) share of the Tray LedgerFinal Rooms Revenue. Crow shall pay or cause to be paid all special assessments for the Property due The purchase price of said xxxxx cash fund and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date guest ledger shall be paid to Seller at Closing by Crow a credit to Seller in the computation of adjustments and prorations on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, Purchaser shall receive a credit for all subdivision exactions, fees and costs and all dedication retail sales (as distinguished from any tax on the sale of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or prior any personal property effected pursuant to the Closing Date. Crow shall be required to pay all salesthis Agreement), occupancy and liquor taxes and like impositions currently through up to but not including the date of Closing and if reasonably available, deliver evidence of payment of same to PatriotClosing. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior Any such taxes applicable to the Closing Date for Crow, but if Patriot collects same, such amounts Final Rooms Revenue shall be promptly remitted apportioned equally between Seller and Purchaser. Seller shall cooperate reasonably with Purchaser to Crow permit Purchaser to obtain, if desired by Purchaser, sale and occupancy tax clearance certificates from the State in which the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereofReal Property is located. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing Closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow Seller or Patriot by Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. With respect to any closing statements amounts or issues relating to prorations that are not agreed upon at Closing, Seller and Purchaser shall thereafter work in good faith to resolve such amounts or issues; provided that if such amounts or issues are not fully agreed upon and paid within thirty (30) days after the Closing, then, in such event, such amounts or issues shall be submitted to an independent certified public accountant with a hospitality practice reasonably acceptable to Seller and Purchaser for final resolution, and Seller and Purchaser agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of such accountant shall be borne equally by Seller and Purchaser. The provisions of this Agreement Section 6.6 shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsClosing.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after the Closing, determined in accordance with sound the Uniform System of Accounts for the Lodging Industry, Ninth Revised Edition, and otherwise in accordance with generally accepted accounting principles consistently applied, shall be allocated between Crow Seller and Patriot Buyer as provided herein. Crow Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of ClosingClosing Date, and Patriot Buyer shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing Date (provided that housekeeping costs and the Tray Ledger (as defined below) for the date of Closing Date shall be shared equally between Patriot Buyer and CrowSeller). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 3:01 a.m. on the Closing Date. Such adjustments shall be shown on the closing statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Price. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated at Closing: (ai) Current rents.; (bii) Real estate and personal property taxes., other than taxes related to the transfer of title to any part of the Property; (ciii) Revenue and expenses under the Operating Agreements.Contracts, the Equipment Leases and the Real Property Leases; (div) Utility charges (including, but not limited to, charges for water, sewer and electricity).; (e) Value of fuel stored on the Property at the price paid for such fuel by Crow, including any taxes. (fv) Municipal or other governmental improvement liens, which shall be paid by Crow Seller at Closing where the work has been completed performed prior to the Effective Closing Date, and which shall be assumed by Patriot Buyer at Closing where the work has not been completed performed prior to the Effective Closing Date.; (g) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (hvi) Permit fees, where transferable.; (ivii) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like.; and (jviii) Such other items as are usually and customarily prorated between purchasers buyers and sellers of hotel properties in the area where the Property is located. Patriot shall retain and receive a credit against the Purchase Price for the total of (i) prepaid rents, (ii) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, (iii) unforfeited security deposits (and, to the extent interest is payable to the tenant, interest thereon) held by Crow under the Occupancy Agreements, and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on the Closing Date. At Closing, Crow shall sell to Patriot in connection with the Hotel, and Patriot shall acquire from Crow, and the Purchase Price shall be increased by the face value of the so-called "guest ledger" as mutually approved by Patriot and Crow for the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: the total of all credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's one-half ( 1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or prior to the Closing Date. Crow shall be required to pay all sales, occupancy and liquor taxes and like impositions currently through the date of Closing and if reasonably available, deliver evidence of payment of same to Patriot. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior to the Closing Date for Crow, but if Patriot collects same, such amounts shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereof. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending, the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow or Patriot with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The proration provisions of this Agreement shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) months.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow the Seller and Patriot the Purchaser as provided herein. Crow The Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of Closing, and Patriot the Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (provided that the housekeeping costs and the Tray Ledger final night’s room revenue (revenue from rooms occupied as of 12:01 a.m. on the Closing Date, exclusive of food, beverage, telephone and similar charges which shall be retained by the Seller), including any sales taxes, room taxes or other taxes thereon (“Rooms Revenue”) for the date of Closing shall be shared equally between Patriot the Seller and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DatePurchaser. Such adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by the Purchaser pursuant to Section 2.1 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rents. (b) Real estate and personal property taxestaxes (with maximum allowable discounts for early or prompt payment). (c) Revenue and expenses under the Operating Service Agreements. (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel by Crow, including any taxes. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow the Seller at Closing where the work has been completed prior to the Effective Dateassessed, and which shall be assumed by Patriot the Purchaser at Closing where the work has not been completed assessed; provided, however, that if such liens or assessments are payable in installments, the Seller shall be responsible for the payment of such installments relating to periods prior to the Effective Closing Date and the Purchaser shall be responsible for the payments of such installments relating to periods on and subsequent to the Closing Date. (gf) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (ig) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (jh) The Rooms Revenue for the date of Closing (to be apportioned equally between the Seller and the Purchaser) and Purchaser will pay the related housekeeping costs. The night before the Closing Date, Seller will invoice all guests of the Hotel to collect Rooms Revenue for its period of ownership. (i) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot The Seller shall retain and receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. The Purchaser shall receive a credit against the Purchase Price for the total of (ia) prepaid rents, (iib) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (iiic) unforfeited security deposits (and, to the extent together with any interest is payable to the tenant, interest thereon) a tenant thereon held by Crow the Seller under the Occupancy Agreements, and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on the Closing Date. At Closing, Crow the Seller shall sell to Patriot the Purchaser in connection with the Hotelhotel, and Patriot Purchaser shall acquire purchase from Crow, and the Purchase Price shall be increased by the Seller at face value of all pxxxx cash funds in connection with the so-called "hotel guest ledger" as mutually approved by Patriot and Crow for operations at the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same)Property. For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: mean an amount equal to the total of all credit card accounts receivable as shown pxxxx cash funds on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's one-half ( 1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for the Property due hand and payable in the year in which the Closing occurs. All special assessments due and payable on or prior transferred to the Closing Date Purchaser. The purchase price of said pxxxx cash fund ledger shall be paid to the Seller at Closing by Crow a credit to the Seller in the computation of adjustments and prorations on or before the Closing Date. All subdivision The procedure and platting costs and expenses heretofore incurred by Crow, including, without limitation, method of making the proration adjustments set forth in this Section 11.7 is attached to this Agreement as Exhibit D. The Purchaser shall receive a credit for all subdivision exactions, fees and costs and all dedication retail sales (as distinguished from any tax on the sale of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or prior any personal property effected pursuant to the Closing Date. Crow shall be required to pay all salesthis Agreement), occupancy and liquor taxes and like impositions currently through up to but not including the date of Closing and if reasonably available, deliver evidence of payment of same to PatriotClosing. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior Any such taxes applicable to the Closing Date for Crow, but if Patriot collects same, such amounts Rooms Revenue shall be promptly remitted apportioned equally between the Seller and the Purchaser. The Seller shall cooperate reasonably with the Purchaser to Crow permit the Purchaser to obtain, if desired by the Purchaser, sale and occupancy tax clearance certificates from the State in which the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereofReal Property is located. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bill or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow the Seller or Patriot by the Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. With respect to any closing statements amounts or issues relating to prorations that are not agreed upon at Closing, the Seller and the Purchaser shall thereafter work in good faith to resolve such amounts or issues; provided that if such amounts or issues are not fully agreed upon and paid within one hundred eighty days (180) after the Closing, then, in such event, such amounts or issues shall be submitted to an independent certified public accountant with a hospitality practice reasonably acceptable to the Seller and the Purchaser for final resolution, and the Seller and the Purchaser agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of such accountant shall be borne equally by the Seller and the Purchaser. The provisions of this Agreement Section 11.7 shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsClosing.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow Seller and Patriot Purchaser as provided herein. Crow Pursuant to such allocation, Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of ClosingCut-off Time, and Patriot Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including following the date of Closing (provided that housekeeping costs and the Tray Ledger for the date of Closing shall be shared equally between Patriot and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DateCut-off Time. Such allocations and adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rentsrents under Occupancy Agreements (excluding rent under the Operating Lease). (b) Real estate and personal property taxes. (c) Revenue and expenses under the Operating Agreements and Leased Property Agreements to be assigned to and assumed by Purchaser in accordance with this Agreement, with Seller being credited for amounts prepaid, and Purchaser being credited for amounts accrued and unpaid. Purchaser shall receive a credit for all deposits held by Seller under the Operating Agreements and Leased Property Agreements which are not transferred to Purchaser, and Purchaser thereafter shall be obligated to refund or apply such deposits in accordance with the terms of such Operating Agreements and Leased Property Agreements. Seller shall receive a credit for all deposits made by Seller under the Operating Agreements and Leased Property Agreements which are transferred to Purchaser or remain on deposit for the benefit of Purchaser. (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). The parties shall use commercially reasonable efforts to obtain readings for all utilities as of the Cut-Off Time. If readings cannot be obtained as of the Closing Date, the cost of such utilities shall be prorated between Seller and Purchaser by estimating such cost on the basis of the most recent bill for such service; provided, however, that after the Closing, the Parties shall re-prorate the amount for such utilities and pay any deficiency in the original proration to the other Party promptly upon receipt of the actual bill for the relevant billing period, which obligation shall survive the Closing. (e) Value Except to the extent an adjustment or proration is made under another subsection of fuel stored on this Section 7.6, (i) Seller shall pay in full prior to the Property at Closing all amounts payable to vendors or other suppliers of goods or services for the price paid Business (the “Trade Payables”) which are due and payable as of the Closing Date for which goods or services have been delivered to the Hotel prior to Closing, and (ii) Purchaser shall receive a credit for the amount of such Trade Payables which have accrued, but are not yet due and payable as of the Closing Date, and Purchaser shall pay all such Trade Payables accrued as of the Closing Date when such Trade Payables become due and payable; provided, however, Seller and Purchaser shall re-prorate the amount of credit for any Trade Payables and pay any deficiency in the original proration to the other Party promptly upon receipt of the actual bill for such fuel by Crow, including any taxesgoods or services. (f) Municipal All amounts prepaid, accrued or other governmental improvement liens, due and payable under any Authorizations transferred to Purchaser. Seller shall receive a credit for all deposits made by Seller under the Authorizations which shall be paid by Crow at Closing where are transferred to Purchaser or which remain on deposit for the work has been completed prior to the Effective Date, and which shall be assumed by Patriot at Closing where the work has not been completed prior to the Effective Datebenefit of Purchaser. (g) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit fees, where transferable. (i) All other revenues and expenses of the PropertyProperty as of the Cut-off Time, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (h) The Rooms Ledger and housekeeping costs for the night during which the Cut-off Time occurs (to be apportioned equally between Seller and Purchaser). With respect to Advance Bookings, Purchaser shall receive a credit for all prepaid deposits for Advance Bookings scheduled to occur on or after the Closing Date, except to the extent such deposits are transferred to Purchaser. For the avoidance of doubt, it is expressly agreed by and between Purchaser and Seller that, other than the guest ledger, Purchaser is not purchasing any of Seller’s accounts receivable. (i) Seller shall close out the transactions in the restaurants and bars in the Hotel as of the regular closing time for such restaurants and bars during the night in which the Cut-Off Time occurs and retain all monies collected as of such closing, and Purchaser shall be entitled to any monies collected from the restaurants and bars thereafter. (j) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot Seller shall retain and receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. Purchaser shall receive a credit against the Purchase Price for the total of (i) prepaid rents, (ii) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, (iii) unforfeited security deposits (and, to the extent together with any interest is payable to the tenant, interest thereon) a tenant thereon held by Crow Seller under the Occupancy Agreements, Agreements and (iv) 100% of the value face amount of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food all outstanding Vouchers that have not expired or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. been redeemed on or before the Closing Date. At Closing, Crow Seller shall sell to Patriot receive a credit for all cash balances in connection with house banks for the Hotel, benefit of Purchaser as of the Cut-off Time and Patriot shall acquire from Crow, and the Purchase Price shall be increased by the face value of for the so-called "“guest ledger" ” as mutually approved by Patriot Purchaser and Crow Seller for the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date Cut-off Time (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning as of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such nonCut-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same)off Time. For purposes of this Agreement, transfer or sale at face value shall have the following meaning meanings: (i) for cash in the amount equal to the total of all cash funds that are transferred to Purchaser or for the benefit of Purchaser following Closing; and (ii) for the guest ledger: , the total of all credit card or other accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies, online travel agencies and other reservation costs), less Patriot's accounting charges for rooms furnished on a gratuity or complimentary basis to any hotel staff or as an accommodation to other parties and less Purchaser’s one-half ( (1/2) share of the Tray Rooms Ledger. Crow For the avoidance of doubt, it is expressly agreed by and between Xxxxxxxxx and Seller that other than the guest ledger pursuant to this Section 7.6, Purchaser is not purchasing any of Seller’s accounts receivable. In the event that the Hotel does not have 2.5-PAR of linen as of the Closing Date, Seller shall provide Purchaser with a credit at Closing in an amount equal to the actual cost of additional linens sufficient to cause the Hotel to contain at least 2.5-PAR of linens as of Closing. With respect to all Hotel Employees and such Executive Employees as are retained or rehired by Purchaser on or after the Closing, Seller, Operating Lessee or Manager shall pay or cause to be paid all special assessments for the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting , all costs and expenses heretofore incurred by Crowassociated with accrued but unpaid salary, includingwages and bonuses, without limitationaccrued but unpaid profit sharing and pension, all subdivision exactionshealth and welfare benefits or benefit fund contributions, fees and costs and all dedication of land for parks accrued but unpaid fringe benefits, accrued but unpaid employee severance payments, and other public uses or payment accrued but unpaid compensation and fringe benefits, but only earned vacation pay, and excluding all accrued and/or earned sick leave (collectively, “Accrued Compensation”), which is accrued and due as of fees in lieu thereof, shall be paid by Crow on or prior to the Closing Date. Crow Purchaser shall pay, when due, any Accrued Compensation not yet due as of the Closing Date, subject to issuance to Purchaser of a credit against the Purchase Price equal to the amount of such accrued but not yet due Accrued Compensation. Seller shall be required to pay or cause to be paid all salesretail sales (as distinguished from any tax on the sale of any personal property effected pursuant to this Agreement), occupancy and liquor taxes and like impositions currently through up to but not including the date of Closing and if reasonably available, deliver evidence of payment of same to PatriotClosing. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior Any such taxes applicable to the Closing Date for Crow, but if Patriot collects same, such amounts Rooms Ledger shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereofapportioned equally between Seller and Purchaser. If accurate allocations cannot be made at Closing because current bills are not obtainable or final tax bills have not been issued for the fiscal year in which the Closing occurs (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bill or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this AgreementAgreement for ninety (90) days after Closing. Any revenue received or expense incurred by Crow Seller or Patriot by Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. In the event any revenues attributable to periods from and after the Closing are received by or on behalf of Seller, then Seller shall promptly remit same to Purchaser. In the event any revenues attributable to periods before the Closing are received by or on behalf of Purchaser, then Purchaser shall remit same to Seller on or prior to the date that is ninety (90) days after Closing. If Seller and Purchaser are unable to agree on the closing statement allocations on the Closing Date, the Closing shall occur and a preliminary closing statement shall be signed with respect to such amounts and issues that are agreed upon by Seller and Purchaser. With respect to any closing statement amounts or issues that are not agreed upon at Closing, Seller and Purchaser shall thereafter work in good faith to resolve, allocate or prorate such amounts or issues; provided that if such amounts or issues are not fully agreed upon and paid within ninety (90) days after the Closing, then, in such event, such amounts or issues shall be submitted to an independent certified public accountant with a hospitality practice reasonably acceptable to Seller and Purchaser, for final resolution, and Seller and Purchaser agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of such accountant shall be borne and paid equally by Purchaser and Seller. The provisions of this Agreement Section 7.6 shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsClosing.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow the Fee Owners and Patriot the Purchaser as provided herein. Crow The Fee Owners shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of Closing, and Patriot the Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (provided that the housekeeping costs and the Tray Ledger for the date of Closing Final Rooms Revenue shall be shared equally between Patriot the Fee Owners and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DatePurchaser. Such adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by the Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rents. (b) Real estate estate, personal property, hotel and personal property taxesany other applicable taxes (with maximum allowable discounts for early or prompt payment). (c) Revenue and expenses under the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements to be assigned to and assumed by the Purchaser. (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel Payments due under any assessments imposed by Crow, including any taxesprivate covenant. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow the Seller at Closing where the work has been completed prior to the Effective Dateassessed, and which shall be assumed by Patriot the Purchaser at Closing where the work has not been completed assessed; provided, however, that if such liens or assessments are payable in installments, the Seller shall be responsible for the payment of such installments relating to periods prior to the Effective Closing Date and the Purchaser shall be responsible for the payments of such installments relating to periods on and subsequent to the Closing Date. (g) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (ih) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (i) The Final Rooms Revenue and housekeeping costs for the date of Closing. (j) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot It is hereby agreed and acknowledged that, pursuant to the terms of the Master Lease, Mxxxx MT is responsible for all operational expenses related to the Property. As such, Mxxxx MT shall be entitled to retain all funds held by Mxxxx MT at Closing (the “Operating Reserve”) so that Mxxxx MT can satisfy all outstanding obligations of Mxxxx MT related to the operation of the Property including, but not limited to, payroll, occupancy and other taxes, and other various expenses related to the operation of the Property prior to Closing (collectively, “Operating Expenses”). Within ninety (90) days following the Closing Date, Mxxxx MT shall disburse all remaining funds in the Operating Reserve, together with any accounting of all expended funds, to Fee Owners. The Purchaser shall receive a credit against the Purchase Price for the total of (ia) prepaid rents, (iib) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (iiic) unforfeited security deposits (and, to the extent together with any interest is payable to the tenant, interest thereon) a tenant thereon held by Crow the Fee Owners under the Occupancy Agreements. At midnight the day prior to Closing, Fee Owners or Fee Owners’ agent shall check-out those hotel guests who were previously in occupancy at the Hotel, so as to directly bxxx and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on collect all expenses arising prior to the Closing Date, and then check those hotel guests back into the Hotel so they can be included in the Final Rooms Revenue. At Closing, Crow the Fee Owners shall sell to Patriot the Purchaser in connection with the Hotel, and Patriot Purchaser shall acquire purchase from Crowthe Fee Owners at face value: (a) all pxxxx cash funds in connection with the hotel guest operations at the Property, and the Purchase Price which shall be increased by the face value of the so-called "guest ledger" as mutually approved by Patriot and Crow for the Hotel of guest accounts receivable payable an amount equal to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: the total of all pxxxx cash funds on hand and transferred to the Purchaser. In addition, Fee Owners shall provide a credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's to Purchaser in an amount equal to one-half ( (1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for Final Rooms Revenue from the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or night prior to the Closing Date. Crow The Fee Owners shall be required receive a credit for all retail sales (as distinguished from any tax on the sale of any personal property effected pursuant to pay all salesthis Agreement), occupancy and liquor taxes and like impositions currently through up to but not including the date of Closing and if reasonably available, deliver evidence of payment of same to PatriotClosing. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior Any such taxes applicable to the Closing Date for Crow, but if Patriot collects same, such amounts Final Rooms Revenue shall be promptly remitted apportioned equally between the Seller and the Purchaser. The Fee Owners shall cooperate reasonably with the Purchaser to Crow permit the Purchaser to obtain, if desired by the Purchaser, sale and occupancy tax clearance certificates from the State in which the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereofReal Property is located. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow the Seller or Patriot by the Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. With respect to any closing statements amounts or issues relating to prorations that are not agreed upon at Closing, the Seller and the Purchaser shall thereafter work in good faith to resolve such amounts or issues; provided that if such amounts or issues are not fully agreed upon and paid within ten (10) days after the Closing, then, in such event, such amounts or issues shall be submitted the Designated Accountant for final resolution, and the Seller and the Purchaser agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of such accountant shall be borne equally by the Seller and the Purchaser. The provisions of this Agreement Section 6.6 shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsClosing.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow Summerfield, Patriot and Patriot Tenant as provided herein. Crow Summerfield shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of ClosingClosing Date, and Patriot and, pursuant to the Facility Lease referred to in the Agreement to Lease, Tenant shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing Date (provided that housekeeping costs and the Tray Rooms Ledger for the date of Closing shall be shared equally between Patriot Tenant and CrowSummerfield pursuant to the Transfer Agreement). Notwithstanding Subject to the foregoinglast paragraph in this Section 7.6, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing Date. Such such adjustments shall be shown on the closing statements to be prepared as agreed upon by Summerfield, Patriot (without regard to whether it has assigned its interest hereunder), any assignee of Patriot and Tenant (with such supporting documentation as the parties hereto thereto may require being attached as exhibits to the closing statements) and shall increase be deducted from or decrease (as the case may be) added to the Purchase Price. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated at ClosingClosing unless the information which is necessary for such allocation is not then available, in which event these items shall be allocated as provided in the last paragraph of this Section 7.6: (a) Current rents. (b) Real estate and personal property taxes. (c) Revenue and expenses under the those Operating AgreementsAgreements which will be assigned to and assumed by Tenant. (d) Utility charges (including, but not limited to, charges for water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel by CrowSummerfield, including any taxes. (f) Municipal Installments due in 1998 on account of municipal or other governmental improvement liensliens and special assessments; provided however, which Summerfield shall also be paid by Crow responsible for and make payment to Tenant at Closing where for the work has been completed amount of such liens and special assessments which will accrue after Closing to the extent (i) that the installments for such liens and special assessments were not disclosed in the financial statements provided to Patriot prior to the Effective Date, or (ii) of the amount, if any, by which the installments for such liens and which shall be assumed by special assessments is scheduled to increase in periods after Closing from the amounts disclosed in the financial statements provided to Patriot at Closing where the work has not been completed prior to the Effective Date. (g) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (i) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (j) Charges and fees due under the Management Agreement. (k) Sales, occupancy and liquor taxes. (l) Use taxes (if any). (m) Payment of costs and expenses associated with accrued but unpaid salary, earned but unpaid vacation pay, accrued but unearned vacation pay, pension and welfare benefits, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") benefits, employee fringe benefits, employee termination payments or any other employee benefits due to Summerfield's, or Manager's employees. (n) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot Pursuant to the Transfer Agreements, Tenant shall retain and receive from Summerfield a credit against the Purchase Price for the total of (i) prepaid rents, (iih) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, (iii) unforfeited security deposits (and, to the extent together with interest is payable to the tenant, interest thereon) thereon held by Crow Summerfield under the Occupancy Agreements, and (iv) the value of any complimentary rooms (based upon the "corporaterack" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, Summerfield from and after 12:01 a.m. on the Closing Date. At Closing, Crow shall Summerfield shall, pursuant to the Transfer Agreement, sell to Patriot Tenant in connection with the Hotel, and Patriot Tenant shall acquire from CrowSummerfield, and the Purchase Price shall be increased by the face value of the so-called "guest ledger" as mutually approved by Patriot Patriot, Summerfield and Crow Tenant for the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot Pursuant to the Transfer Agreements, Tenant shall not be obligated to acquire such non-receive a credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: the total current book value of all credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's one-half ( 1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for any capital lease affecting the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Datequantified in accordance with generally accepted accounting principles. All subdivision and platting costs and expenses heretofore incurred by CrowSummerfield, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow Summerfield on or prior to the Closing Date. Crow shall be required to pay all sales, occupancy and liquor taxes and like impositions currently through the date of Closing and if reasonably available, deliver evidence of payment of same to Patriot. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior to the Closing Date for Crow, but if Patriot collects same, such amounts shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereof. If accurate allocations cannot be made at by Closing because current bills or other necessary information are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending, the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bill or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue xxxxnue received or expense incurred by Crow Summerfield, Patriot or Patriot Tenant with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein or the Transfer Agreement, as appropriate, and the parties shall promptly pay or reimburse any amount due. The proration provisions of this Agreement obligation to make the adjustments described herein shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsby this Agreement.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow the Seller and Patriot the Purchaser as provided herein. Crow The Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of ClosingClosing Date, and Patriot the Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (Date provided that the housekeeping costs and the Tray Ledger for the date of Closing Final Rooms Revenue shall be shared equally between Patriot the Seller and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DatePurchaser. Such adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by the Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rents. (b) Real estate and personal property taxestaxes (with maximum allowable discounts for early or prompt payment). (c) Revenue and expenses under the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements to be assigned to and assumed by the Purchaser. (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel Payments due under any assessments imposed by Crow, including any taxesprivate covenant. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow the Seller at Closing where the work has been completed prior to the Effective Dateassessed, and which shall be assumed by Patriot the Purchaser at Closing where the work has not been completed assessed; provided, however, that if such liens or assessments are payable in installments, the Seller shall be responsible for the payment of such installments relating to periods prior to the Effective Closing Date and the Purchaser shall be responsible for the payments of such installments relating to periods on and subsequent to the Closing Date. (g) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (ih) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (i) The Final Rooms Revenue and housekeeping costs for the Closing Date (to be apportioned equally between the Seller and the Purchaser). (j) Advance Deposits. (k) Cash on hand (house accounts). (l) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot The Seller shall retain and receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. The Purchaser shall receive a credit against the Purchase Price for the total of (ia) prepaid rents, (iib) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (iiic) unforfeited security deposits (andtogether with any interest payable to a tenant thereon held by the Seller under Occupancy Agreements. At 11:59 p.m. the day prior to Closing, Seller shall check-out those hotel guests who are in occupancy at the Hotel, so as to directly bxxx and collect all revenues generated prior to the extent interest is payable to the tenant, interest thereon) held by Crow under the Occupancy AgreementsClosing Date, and (iv) then immediately check those hotel guests back into the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than Hotel so they can be included in the ordinary course of business, from and after 12:01 a.m. on Final Rooms Revenue for the Closing Date. At Closing, Crow the Seller shall sell to Patriot the Purchaser in connection with the Hotel, and Patriot Purchaser shall acquire from Crow, and the Purchase Price shall be increased by the face value of the so-called "guest ledger" as mutually approved by Patriot and Crow for the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy purchase from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale Seller at face value all pxxxx cash funds in connection with the hotel guest operations at the Property, which shall have the following meaning for the guest ledger: be an amount equal to the total of all pxxxx cash funds on hand and transferred to the Purchaser. In addition, the Seller shall provide a credit card accounts receivable as shown on to the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's Purchaser in an amount equal to one-half ( (1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for Final Rooms Revenue from the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or night prior to the Closing Date. Crow The procedure and method of making the proration adjustments set forth in this Section 7.6 is attached to this Agreement as Exhibit C. The Purchaser shall be required receive a credit for all retail sales (as distinguished from any tax on the sale of any personal property effected pursuant to pay all salesthis Agreement), occupancy and liquor taxes and like impositions currently through up to but not including the date of Closing. Any such taxes applicable to the Final Rooms Revenue shall be apportioned equally between the Seller and the Purchaser. The Seller shall cooperate reasonably with the Purchaser to permit the Purchaser to obtain, if desired by the Purchaser, sale and occupancy tax clearance certificates from the State in which the Real Property is located. Seller will terminate all employees effective as of the Closing and if reasonably available, deliver evidence of payment of same pay all accrued payroll and benefits due to Patriotsaid employees in full. Patriot shall not No costs associated with Seller’s accrued and/or unpaid payroll or benefits will be obligated to collect any delinquent rents, or revenues accrued prior to shown on the Closing Date for Crow, but if Patriot collects same, such amounts shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereofclosing statement. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing Closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow the Seller or Patriot by the Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. With respect to any closing statements amounts or issues relating to prorations that are not agreed upon at Closing, the Seller and the Purchaser shall thereafter work in good faith to resolve such amounts or issues; provided that if such amounts or issues are not fully agreed upon and paid within one hundred twenty (120) days after the Closing, then, in such event, such amounts or issues shall be submitted to an independent certified public accountant with a hospitality practice (reasonably acceptable to the Seller and the Purchaser) for final resolution, and the Seller and the Purchaser agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of such accountant shall be borne equally by the Seller and the Purchaser. The provisions of this Agreement Section 7.6 shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsClosing.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow the Seller and Patriot the Purchaser as provided herein. Crow The Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of ClosingClosing Date, and Patriot the Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (Date provided that the housekeeping costs (for the Closing Date) and the Tray Ledger for the date of Closing Final Rooms Revenue shall be shared equally between Patriot the Seller and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DatePurchaser. Such adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by the Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rents. (b) Real estate and personal property taxestaxes (with maximum allowable discounts for early or prompt payment). (c) Revenue and expenses under the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements to be assigned to and assumed by the Purchaser. (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel Payments due under any assessments imposed by Crow, including any taxesprivate covenant. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow the Seller at Closing where the work has been completed prior to the Effective Dateassessed, and which shall be assumed by Patriot the Purchaser at Closing where the work has not been completed assessed; provided, however, that if such liens or assessments are payable in installments, the Seller shall be responsible for the payment of such installments relating to periods prior to the Effective Closing Date and the Purchaser shall be responsible for the payments of such installments relating to periods on and subsequent to the Closing Date. (g) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (ih) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (i) The Final Room Revenue and housekeeping costs for the Closing Date (to be apportioned equally between the Seller and the Purchaser). (j) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot The Seller shall retain and receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. The Purchaser shall receive a credit against the Purchase Price for the total of (ia) prepaid rents, (iib) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (iiic) unforfeited security deposits (andtogether with any interest payable to a tenant thereon held by the Seller under Occupancy Agreements. At 11:59 p.m. the day prior to Closing, Seller shall check-out those hotel guests who are in occupancy at the Hotel, so as to directly bxxx and collect all revenues generated prior to the extent interest is payable to the tenant, interest thereon) held by Crow under the Occupancy AgreementsClosing Date, and (iv) then immediately check those hotel guests back into the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than Hotel so they can be included in the ordinary course of business, from and after 12:01 a.m. on Final Rooms Revenue for the Closing Date. At Closing, Crow the Seller shall sell to Patriot the Purchaser in connection with the Hotel, and Patriot Purchaser shall acquire purchase from Crowthe Seller at face value all pxxxx cash funds in connection with the hotel guest operations at the Property, which shall be an amount equal to the total of all pxxxx cash funds on hand and transferred to the Purchaser. In addition, the Seller shall provide a credit to the Purchaser in an amount equal to one-half (1/2) of the Final Rooms Revenue from the night prior to the Closing Date. The procedure and method of making the proration adjustments set forth in this Section 7.6 is attached to this Agreement as Exhibit C. The Purchaser shall receive a credit for all retail sales (as distinguished from any tax on the sale of any personal property effected pursuant to this Agreement), occupancy taxes and like impositions up to but not including the date of Closing. Any such taxes applicable to the Final Rooms Revenue shall be apportioned equally between the Seller and the Purchaser. The Seller shall cooperate reasonably with the Purchaser to permit the Purchaser to obtain, if desired by the Purchaser, sale and occupancy tax clearance certificates from the State in which the Real Property is located. Seller shall be responsible for all wages, salaries, benefits and health and welfare contributions, and other costs of employment of Hotel Employees relating to the Purchase Price period prior to the Closing Date and Purchaser shall be increased responsible for all wages, salaries, benefits and health and welfare contributions, and other costs of employment of Hotel Employees hired by the face value of the so-called "guest ledger" as mutually approved by Patriot and Crow for the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel Purchaser at Closing beginning on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning thereafter. All compensation due and payable to Hotel Employees shall be prorated as of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" Seller shall not include any accounts receivable which have been or are pay an amount equal to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto one hundred percent (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: the total 100%) of all credit card accounts receivable Hotel Employees’ accrued vacation, sick leave and other benefits as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's one-half ( 1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or prior to the Closing Date. Crow shall be required to pay all sales, occupancy and liquor taxes and like impositions currently through the date of Closing and if reasonably available, deliver evidence of payment of same to Patriot. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior to the Closing Date for Crow, but if Patriot collects same, such amounts shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereof. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing Closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow the Seller or Patriot by the Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. With respect to any closing statements amounts or issues relating to prorations that are not agreed upon at Closing, the Seller and the Purchaser shall thereafter work in good faith to resolve such amounts or issues; provided that if such amounts or issues are not fully agreed upon and paid within one hundred twenty (120) days after the Closing, then, in such event, such amounts or issues shall be submitted to an independent certified public accountant with a hospitality practice (reasonably acceptable to the Seller and the Purchaser) for final resolution, and the Seller and the Purchaser agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of such accountant shall be borne equally by the Seller and the Purchaser. The provisions of this Agreement Section 7.6 shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsClosing.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow the Seller and Patriot the Purchaser as provided herein. Crow The Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of ClosingClosing Date, and Patriot the Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (Date provided that the housekeeping costs and the Tray Ledger for the date of Closing Final Rooms Revenue shall be shared equally between Patriot the Seller and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DatePurchaser. Such adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by the Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rents. (b) Real estate and personal property taxestaxes and assessments (with maximum allowable discounts for early or prompt payment). (c) Revenue and expenses under the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements to be assigned to and assumed by the Purchaser. (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel Payments due under any assessments imposed by Crow, including any taxesprivate covenant. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow the Seller at Closing where the work has been completed prior to the Effective Dateassessed, and which shall be assumed by Patriot the Purchaser at Closing where the work has not been completed assessed; provided, however, that if such liens or assessments are payable in installments, the Seller shall be responsible for the payment of such installments relating to periods prior to the Effective Closing Date and the Purchaser shall be responsible for the payments of such installments relating to periods on and subsequent to the Closing Date. (g) Insurance premiumsLicense and permit fees and pre-paid amounts, where transferable. The Seller shall receive a credit for all deposits made by the Seller under the Permits which are transferred to the extent Purchaser or which remain on deposit for the Insurance Policies are assumed by Patriotbenefit of the Purchaser. (h) Permit fees, where transferable. (i) All other revenues and expenses of the Property, including, but not limited to, such things as parking, vending machines, restaurant, bar and meeting room income and expenses and the like. (i) The Final Room Revenue and housekeeping costs for the Closing Date (to be apportioned equally between the Seller and the Purchaser). (j) Charges and payments (including the reimbursement of expenses) under all Operating Agreements. (k) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot The Seller shall retain and receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. The Purchaser shall receive a credit against the Purchase Price for the total of (ia) prepaid rents, rents for the period after the Closing Date and (iib) prepaid room receipts and depositsdeposits for Bookings scheduled for accommodations or events on or after the Closing Date which the Purchaser is obligated to honor pursuant to this Agreement, function receipts and deposits and other reservation receipts and deposits, (iii) unforfeited security deposits (and, except to the extent interest is payable such deposits are transferred to the tenantPurchaser. At 11:59 p.m. the day prior to Closing, interest thereon) held by Crow under Seller shall check-out those hotel guests who are in occupancy at the Occupancy AgreementsHotel, so as to directly bxxx and collect all revenues generated prior to the Closing Date, and (iv) then immediately check those hotel guests back into the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than Hotel so they can be included in the ordinary course of business, from and after 12:01 a.m. on Final Rooms Revenue for the Closing Date. At Closing, Crow the Seller shall sell to Patriot the Purchaser in connection with the Hotel, and Patriot Purchaser shall acquire purchase from Crowthe Seller at face value all pxxxx cash funds in connection with the hotel guest operations at the Property, and the Purchase Price which shall be increased by an amount equal to the face value total of all pxxxx cash funds on hand and transferred to the so-called "guest ledger" as mutually approved by Patriot and Crow Purchaser. The Seller shall receive a credit for all cash on hand at the Hotel of guest accounts receivable payable to and all cash on deposit in any house bank at the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit cardClosing. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow The Seller shall retain all rights amounts in any operating accounts of the Hotel in any bank, and there shall be no credit or adjustment hereunder with respect thereto (includingto such cash. The procedure and method of making the proration adjustments set forth in this Section 7.6 is attached to this Agreement as Exhibit C. Any such taxes applicable to the Final Rooms Revenue shall be apportioned equally between the Seller and the Purchaser. The Seller shall cooperate reasonably with the Purchaser to permit the Purchaser to obtain, without limitationif desired by the Purchaser, sale and occupancy tax clearance certificates from the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: the total of all credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's one-half ( 1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for the Property due and payable in the year State in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or prior to the Closing Date. Crow shall be required to pay all sales, occupancy and liquor taxes and like impositions currently through the date of Closing and if reasonably available, deliver evidence of payment of same to Patriot. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior to the Closing Date for Crow, but if Patriot collects same, such amounts shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereofReal Property is located. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing Closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow the Seller or Patriot by the Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. With respect to any closing statements amounts or issues relating to prorations that are not agreed upon at Closing, the Seller and the Purchaser shall thereafter work in good faith to resolve such amounts or issues; provided that if such amounts or issues are not fully agreed upon and paid within one hundred twenty (120) days after the Closing, then, in such event, such amounts or issues shall be submitted to an independent certified public accountant with a hospitality practice (reasonably acceptable to the Seller and the Purchaser) for final resolution, and the Seller and the Purchaser agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of such accountant shall be borne equally by the Seller and the Purchaser. The provisions of this Agreement Section 7.6 shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsClosing.

Revenue and Expense Allocations. All revenues cash items of revenue and expenses expense with ------------------------------- respect to the PropertyProperties, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles GAAP consistently applied, shall be allocated between Crow Owner (or Operating Lessee) and Patriot Purchaser as provided herein. Crow Pursuant to such allocation, Owner (and Operating Lessee) shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of Closing, and Patriot Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (Closing; provided that housekeeping costs the Rooms Ledger and the Tray Ledger room attendant wages for the date of Closing shall be shared equally between Patriot Purchaser and CrowOwner (and Operating Lessee). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing Date. Such adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) statements and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Non-cash items, such as depreciation and amortization expense, shall not be prorated. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rentsrents (excluding rent under the Operating Leases) and rent under Ground Leases. (b) Real estate and personal property taxes (with maximum allowable and available discounts for early or prompt payment of unpaid taxes). (c) Revenue and expenses under the Operating Agreements, Leased Property Agreements, Occupancy Agreements, Off-Site Facility Agreements and other agreements assumed by Purchaser. Owners and Purchaser agree that expenses under Operating Agreements which will constitute ongoing construction, capital improvement and other similar work shall be allocated to Owners as to work completed prior to the Closing Date (and applicable retainage related thereto), and shall be allocated to Purchaser as to work completed from and after the Closing Date (and applicable retainage related thereto). (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel by Crow, including any taxes. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow Owner at Closing where the work has been completed prior to the Effective Datecompleted, and which shall be assumed by Patriot Purchaser at Closing and paid by Purchaser where the work has been authorized or started, but not been completed completed; provided, however, that if such liens or assessments are payable in installments, the amount of the installment applicable to the period which includes the Closing Date shall be allocated in the same manner as other items of expenses herein; and for all other installments, Owner shall be responsible for the payment of and shall pay such installments relating to periods prior to the Effective Closing Date and Purchaser shall be responsible for the payment of and shall pay such installments relating to periods subsequent to the Closing Date. (gf) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (ig) All other cash revenues and expenses of the PropertyProperties, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like, but excluding (i) costs for insurance terminated with respect to any Property as of the Closing Date and (ii) cost of Inventory not in circulation. (jh) Such other items as are usually The Rooms Ledger and customarily prorated room attendant wages for the date of Closing which shall be apportioned equally between purchasers Owner (or Operating Lessee) and sellers of hotel properties in Purchaser. (i) Fees or expenses payable to Licensors or Third Party Managers under the area where License Agreements or Third Party Management Agreements being assumed by Purchaser, if any. Owner shall receive a credit for any prepaid cash expenses for goods or services to be provided after the Property is locatedClosing Date. Patriot Purchaser shall retain and receive a credit against the Purchase Price for the total of (i) prepaid rents, (ii) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (iii) unforfeited security deposits (and, to the extent together with any interest is payable to the tenant, interest thereon) a tenant thereon held by Crow Owner or Operating Lessee under the Occupancy Agreements, Agreements and (iv) the value any outstanding scrip, certificates or other free or discounted room nights issued outside of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on the Closing Date. At Closing, Crow Owner or Operating Lessee shall sell to Patriot Purchaser in connection with the HotelProperties, and Patriot Purchaser shall acquire purchase from CrowOwner or Operating Lessee, and at face value, in addition to the Purchase Price shall be increased by Price: (i) all xxxxx cash funds in connection with the face value of guest operations at the Hotels; (ii) the so-called "“guest ledger" ” as mutually approved by Patriot Purchaser and Crow Owner or Operating Lessee for the Hotel Properties of guest accounts receivable payable to the a Hotel as of the check out time for the such Hotel on the Closing Date (based on guests and customers then using the such Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; providedand (3) the Inventory. Notwithstanding the foregoing, however(i) all portions of the Inventory consisting of food and beverages contained in opened containers, that the term "guest ledger" shall and (ii) Inventory consisting of linens, china, glass and silverware which do not include any accounts receivable which have been exceed or are below normal operating levels consistent with current practices, adjusted for seasonal levels, for the Properties shall be delivered by Owners to be paid by any means other than a credit cardPurchaser at Closing at no additional cost. Patriot The parties shall not be obligated jointly take inventories of all Inventory as near as practical to acquire such non-credit card accounts receivablethe Closing Date, and Crow all adjustments and payments due thereon shall retain all rights with respect thereto (including, without limitation, the right to collect same)be made at Closing. For purposes of this Agreement, transfer or sale at face value shall have the following meaning meanings: (i) for xxxxx cash, an amount equal to the total of all xxxxx cash funds on hand and transferred to Purchaser; and (ii) for the guest ledger: , the total of all credit card accounts receivable as shown on the records of the each Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's accounting charges for rooms furnished on a gratuity or complimentary basis to any hotel staff or as an accommodation to other parties and less Purchaser’s one-half ( 1/2(½) share of the Tray Rooms Ledger. Crow The purchase price of said xxxxx cash fund and guest ledger shall be paid to Owner and Operating Lessee at Closing by a credit to Owner in the computation of the adjustments and prorations on the Closing Date. With respect to all Hotel Employees and such Executive Employees as are retained or hired by Purchaser or Purchaser’s manager or Third Party Manager on or after the Closing, at the option of Owner (i) Owner, Operating Lessee or Wyndham Manager shall pay or cause to be paid on or before the Closing Date, or (ii) Purchaser or Purchaser’s manager shall assume the obligation to pay and Purchaser shall receive a corresponding credit on the closing statement (the “Employee Adjustments”) for, all costs and expenses associated with accrued but unpaid salary, wages and bonuses, accrued but unpaid profit sharing and pension, health and welfare benefits, accrued but unpaid fringe benefits, accrued but unpaid employee severance payments, and other accrued but unpaid compensation and fringe benefits, (excluding accrued or earned sick leave and vacation pay, all of which shall be assumed by Purchaser without a corresponding credit on the closing statement, provided, however, Purchaser shall be entitled to a credit on the closing statement for one hundred percent (100%) of earned vacation pay and only sixty-five percent (65%) of accrued but unearned vacation pay to the extent not paid to Hotel Employees on or prior to Closing). For any Executive Employees who are not retained or hired by Purchaser on or after the Closing, Owner, Operating Lessee or Manager shall pay or cause to be paid all special assessments for the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, relating to all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees items described in lieu thereof, shall be paid by Crow on or this paragraph which accrue prior to the Closing Date. Crow Owner and Operating Lessee shall be required to pay or cause to be paid all salesretail sales (as distinguished from any tax on the sale of any personal property effected pursuant to this Agreement), occupancy and liquor taxes and like impositions currently through up to but not including the date of Closing and if reasonably available, deliver evidence of payment of same to PatriotClosing. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior Any such taxes applicable to the Closing Date for Crow, but if Patriot collects same, such amounts Rooms Ledger shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereofapportioned equally between Owner (and Operating Lessee) and Purchaser. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow Owner or Patriot Operating Lessee or by Purchaser with respect to the Property Properties after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. If Wyndham and Purchaser are unable to agree on the closing statement on the Closing Date, the Closing shall occur and a preliminary closing statement shall be signed with respect to such amounts and issues that are agreed upon by Wyndham and Purchaser. With respect to any closing statement amounts or issues that are not agreed upon at Closing, such disputed sums shall be placed into escrow with Escrow Agent and Wyndham and Purchaser shall thereafter work in good faith to resolve, allocate or prorate such amounts or issues on a cash basis; provided that if such amounts or issues are not fully agreed upon and paid (subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense) within thirty (30) days after the Closing, then, in such event, such amounts or issues shall be submitted to PricewaterhouseCoopers or another independent certified public accountant with a hospitality practice reasonably acceptable to Wyndham and Purchaser, for final resolution, and Wyndham and Purchaser agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of such accountant shall be borne and paid equally by Purchaser and Wyndham. The provisions of this Agreement Section 7.6 shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsClosing.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow the Seller and Patriot the Purchaser as provided herein. Crow The Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of Closing, and Patriot the Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (provided that the housekeeping costs and the Tray Ledger for the date of Closing Final Rooms Revenue shall be shared equally between Patriot the Seller and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DatePurchaser. Such adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by the Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rents. (b) Real estate estate, personal property, hotel and personal property taxesany other applicabe taxes taxes (with maximum allowable discounts for early or prompt payment). (c) Revenue and expenses under the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements to be assigned to and assumed by the Purchaser. (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel Payments due under any assessments imposed by Crow, including any taxesprivate covenant. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow the Seller at Closing where the work has been completed prior to the Effective Dateassessed, and which shall be assumed by Patriot the Purchaser at Closing where the work has not been completed assessed; provided, however, that if such liens or assessments are payable in installments, the Seller shall be responsible for the payment of such installments relating to periods prior to the Effective Closing Date and the Purchaser shall be responsible for the payments of such installments relating to periods on and subsequent to the Closing Date. (g) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (ih) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (i) The Final Rooms Revenue and housekeeping costs for the date of Closing (to be apportioned equally between the Seller and the Purchaser). (j) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot The Seller shall retain and receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. The Purchaser shall receive a credit against the Purchase Price for the total of (ia) prepaid rents, (iib) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (iiic) unforfeited security deposits (and, to the extent together with any interest is payable to the tenant, interest thereon) a tenant thereon held by Crow the Seller under the Occupancy Agreements. At midnight the day prior to Closing, Seller shall check-out those hotel guests who were previously in occupancy at the Hotel, so as to directly bxxx and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on collect all expenses arising prior to the Closing Date, and then check those hotel guests back into the Hotel so they can be included in the Final Rooms Revenue. At Closing, Crow the Seller shall sell to Patriot the Purchaser in connection with the Hotel, and Patriot Purchaser shall acquire purchase from Crowthe Seller at face value: (a) all pxxxx cash funds in connection with the hotel guest operations at the Property, and the Purchase Price which shall be increased by the face value of the so-called "guest ledger" as mutually approved by Patriot and Crow for the Hotel of guest accounts receivable payable an amount equal to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: the total of all pxxxx cash funds on hand and transferred to the Purchaser. In addition, Seller shall provide a credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's to Purchaser in an amount equal to one-half ( (1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for Final Rooms Revenue from the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or night prior to the Closing Date. Crow The Purchaser shall be required receive a credit for all retail sales (as distinguished from any tax on the sale of any personal property effected pursuant to pay all salesthis Agreement), occupancy and liquor taxes and like impositions currently through up to but not including the date of Closing and if reasonably available, deliver evidence of payment of same to PatriotClosing. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior Any such taxes applicable to the Closing Date for Crow, but if Patriot collects same, such amounts Final Rooms Revenue shall be promptly remitted apportioned equally between the Seller and the Purchaser. The Seller shall cooperate reasonably with the Purchaser to Crow permit the Purchaser to obtain, if desired by the Purchaser, sale and occupancy tax clearance certificates from the State in which the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereofReal Property is located. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow the Seller or Patriot by the Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. With respect to any closing statements amounts or issues relating to prorations that are not agreed upon at Closing, the Seller and the Purchaser shall thereafter work in good faith to resolve such amounts or issues; provided that if such amounts or issues are not fully agreed upon and paid within ten (10) days after the Closing, then, in such event, such amounts or issues shall be submitted the Designated Accountant for final resolution, and the Seller and the Purchaser agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of such accountant shall be borne equally by the Seller and the Purchaser. The provisions of this Agreement Section 7.6 shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsClosing.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, 7.1.1 The following items shall be allocated between Crow and Patriot or prorated at Closing as provided herein. Crow shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of Closing, and Patriot shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (provided that housekeeping costs and the Tray Ledger for the date of Closing shall be shared equally between Patriot and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing Date. Such adjustments shall be shown on the closing statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Price. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated at Closingfollows: (a) Current rentsReal property taxes for the then current tax fiscal year based upon the agreed allocations of current assessments as set forth in Schedule 7.1.1(a) hereto. Such proration shall be calculated based upon the actual number of days in the tax year, with Seller being responsible for that portion of such tax year occurring on and prior to the Closing Date and Purchaser being responsible for that portion of such tax year occurring after the Closing Date. (b) Real estate Special taxes, assessments or water and personal property taxessewer capacity charges, if any, upon the Golf Course shall be paid by Seller at Closing. (c) Revenue Fuel, electricity, water, sewer, gas, electric, telephone and expenses under other utility charges and assigned deposits. Such proration shall be calculated based upon the Operating Agreementsactual number of days in the current billing period, with Seller being responsible for that portion of such billing period occurring on and prior to the Closing Date and Purchaser being responsible for that portion of such billing period occurring after the Closing Date. (d) Utility Purchaser shall receive credit at the Closing for the following: (i) security deposit received by Seller for the Restaurant Lease in the amount of Twenty-Four Thousand Dollars ($24,000); (ii) the prorated portion of any advance rents allocable to the period after the Closing Date and received by Seller from the Restaurant Lessee; and (iii) any unpaid utility charges (including, but not limited to, charges for watertelephone, electric power, steam, heat, gas, cable TV, water and sewer and electricity)any other utility charges) prorated for the period prior to the Closing Date. (e) Value of fuel stored on the Property at the price paid for such fuel by Crow, including any taxes. (f) Municipal or other governmental improvement liens, which Seller shall be paid by Crow at Closing where the work has been completed prior responsible for and pay for all other taxes attributable to the Effective Date, ownership and which shall be assumed by Patriot at Closing where the work has not been completed prior to the Effective Date. (g) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit fees, where transferable. (i) All other revenues and expenses operation of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (j) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot shall retain and receive a credit against the Purchase Price Golf Course for the total period of (i) prepaid rents, (ii) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, (iii) unforfeited security deposits (and, to the extent interest is payable to the tenant, interest thereon) held by Crow under the Occupancy Agreements, and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on the Closing Date. At Closing, Crow shall sell to Patriot in connection with the Hotel, and Patriot shall acquire from Crow, and the Purchase Price shall be increased by the face value of the so-called "guest ledger" as mutually approved by Patriot and Crow for the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: the total of all credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's one-half ( 1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or prior to the Closing Date. Crow . 7.1.2 Following the Closing, all employees of Seller shall be required to pay all sales, occupancy remain employees of Seller and liquor taxes and like impositions currently through the date of Closing and if reasonably available, deliver evidence of payment of same to Patriot. Patriot Purchaser shall not be obligated to collect any delinquent rents, or revenues accrued prior to the Closing Date for Crow, but if Patriot collects same, such amounts shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereof. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending, the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow or Patriot have no responsibility with respect to such employees. Without limiting the Property after generality of the date of Closing foregoing: (a) Seller shall be promptly allocated in responsible for all wages and other amounts owed to employees of Seller providing services for the manner described herein Golf Course, the Golf Academy and the parties Bay Course Maintenance Facility. (b) With respect to hourly employees, Seller shall promptly pay or reimburse any amount due. The proration provisions be responsible for (a) wages of this Agreement shall survive the Closing of the transaction contemplated hereby hourly employees; (b) employment and withholding taxes for a period of twelve such employees; and (12c) monthsaccrued vacation and required contributions to health, pension and other benefit plans for such employees.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow Seller and Patriot Purchaser as provided herein. Crow Pursuant to such allocation, Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of ClosingCut-Off Time, and Patriot Purchaser shall be entitled 39148893v.18 to all revenue and shall be responsible for all expenses for the period of time from, after and including following the date of Closing (provided that housekeeping costs and the Tray Ledger for the date of Closing shall be shared equally between Patriot and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DateCut-Off Time. Such allocations and adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated between Purchaser and Seller at Closing: (a) Current rentsrents (excluding rent under the Operating Lease). (b) Real estate and personal property taxestaxes (with maximum allowable discounts for early or prompt payment). (c) Revenue and expenses under the Operating AgreementsAgreements and Leased Property Agreements to be assigned to and assumed by Purchaser. Seller and Purchaser agree that expenses under Operating Agreements which constitute ongoing construction, capital improvement and other similar work shall be allocated to Seller as to work completed prior to the Closing Date (and applicable retainage related thereto), and shall be allocated to Purchaser as to work completed from and after the Closing Date (and applicable retainage related thereto). (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel by Crow, including any taxes. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow Seller at Closing where the work has been completed prior to the Effective Datecompleted, and which shall be assumed by Patriot Purchaser at Closing and paid by Purchaser where the work has been authorized or started, but not been completed completed; provided, however, that if such liens or assessments are payable in installments, the amount of the installment applicable to the period which includes the Closing Date shall be allocated in the same manner as other items of expenses herein; and for all other installments, Seller shall be responsible for the payment of and shall pay such installments relating to periods prior to the Effective Closing Date and Purchaser shall be responsible for the payment of and shall pay such installments relating to periods from and after the Closing Date. (gf) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (ig) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (h) The Rooms Ledger and housekeeping costs for the date of Closing (to be apportioned equally between Seller and Purchaser). (i) The rents and other amounts and charges payable to Ground Lessor under the Ground Lease. (j) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot Seller shall retain receive a credit for any prepaid expenses paid by Seller prior to the Closing and accruing with respect to periods on or after the Closing Date. Purchaser shall receive a credit against the Purchase Price for the total of (i) prepaid rents, (ii) prepaid room receipts and deposits, function receipts 39148893v.18 and deposits and other reservation receipts and deposits, and (iii) unforfeited security deposits (and, to the extent together with any interest is payable to the tenant, interest thereon) a tenant thereon held by Crow Seller under the Occupancy Agreements, and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on the Closing Date. At Closing, Crow Seller shall sell to Patriot Purchaser in connection with the Hotel, and Patriot Purchaser shall acquire purchase from CrowSeller, and at face value, in addition to the Purchase Price Price: (i) all cash funds in connection with the Hotel guest operations at the Property and any cash amounts, including those held in reserve by a lender or Manager except for the Conveyed FF&E Reserve (which shall be increased by conveyed to Purchaser as part of the face value Purchase Price), that is transferred to Purchaser or remains in accounts or reserves for the benefit of the Hotel after Closing; (ii) the so-called "“guest ledger" ” as mutually approved by Patriot Purchaser and Crow Seller for the Hotel of guest accounts receivable payable to the Hotel as of the check check-out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that and (iii) the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, amount of prepaid rent and Crow shall retain all rights with respect thereto (including, without limitation, reserves held under the right to collect same)Ground Lease. For purposes of this Agreement, transfer or sale at face value shall have the following meaning meanings: (A) for cash and cash reserve amounts, an amount equal to the total of all cash funds, cash reserve amounts, and prepaid rent under the Ground Lease that are transferred to Purchaser; and (B) for the guest ledger: , the total of all credit card or other accounts receivable receivable, as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's accounting charges for rooms furnished on a gratuity or complimentary basis to any hotel staff or as an accommodation to other parties and less Purchaser’s one-half ( (1/2) share of the Tray Rooms Ledger. Crow The purchase price of said xxxxx cash fund and guest ledger shall be paid to Seller at Closing by a credit to Seller in the computation of the adjustments and prorations on the Closing Date. Buyer shall receive a credit at Closing for all Compensation to the extent earned, accrued and unpaid prior to the Cut-Off Time (unless Seller or Manager has otherwise paid or cause to be paid on or before the Cut-off Time, all such Compensation). Seller shall be required to pay or cause to be paid all special assessments for retail sales (as distinguished from any tax on the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior sale of any personal property effected pursuant to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or prior to the Closing Date. Crow shall be required to pay all salesthis Agreement), occupancy and liquor taxes and like impositions currently through up to but not including the date of Closing and if reasonably available, deliver evidence of payment of same to PatriotClosing. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior Any such taxes applicable to the Closing Date for Crow, but if Patriot collects same, such amounts Rooms Ledger shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereofapportioned equally between Seller and Purchaser. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bill or other evidence of the applicable revenue or expenseexpense (the “Post-Closing Adjustment”), which Post-Closing Adjustment shall occur ninety (90) days following the Closing Date (such period, the “Post-Closing Adjustment Period”). The obligation to make the adjustment Post-Closing Adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow Seller or Patriot by Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. If Seller and Purchaser are unable to agree on the closing statement allocations on the Closing Date, the Closing shall occur and a preliminary closing statement shall be signed with respect to such amounts and issues that are agreed upon by Seller and Purchaser. With respect to any closing statement amounts or issues that are not agreed upon at Closing, Seller and Purchaser shall thereafter work in good faith to resolve, allocate or prorate such amounts or issues; provided that if such amounts or issues are not fully agreed upon and paid within ten (10) days after the Closing, then, in such event, such amounts or issues shall be submitted to an independent certified public accountant with a hospitality practice reasonably acceptable to Seller and Purchaser, for final resolution, and Seller and Xxxxxxxxx agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of 39148893v.18 such accountant shall be borne and paid equally by Purchaser and Seller. The provisions of this Agreement Section 7.6 shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsClosing.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow the Seller and Patriot the Purchaser as provided herein. Crow The Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of Closing, and Patriot the Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (provided that housekeeping costs and the Tray Ledger Final Rooms Revenue for the date of prior to Closing shall be shared equally between Patriot the Seller and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DatePurchaser. Such adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by the Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rentsrents for space leases, if any. (b) Real estate and personal property taxestaxes (with maximum allowable discounts for early or prompt payment). (c) Revenue and expenses under the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements to be assigned to and assumed by the Purchaser. (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity, but excluding any utility deposits). To the extent reasonably practicable, the parties shall endeavor to have the utility companies read the respective meters as early as possible on the Closing Date, render final bills to Seller based on such readings and xxxx all subsequent service to Purchaser). (e) Value of fuel stored on the Property at the price paid for such fuel Payments due and payable under any assessments imposed by Crow, including any taxesprivate covenant. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow the Seller at Closing where the work has been completed prior to the Effective Dateassessed, and which shall be assumed by Patriot the Purchaser at Closing where the work has not been completed assessed; provided, however, that if such liens or assessments are payable in installments, the Seller shall be responsible for the payment of such installments relating to periods prior to the Effective Closing Date and the Purchaser shall be responsible for the payments of such installments relating to periods on and subsequent to the Closing Date. (g) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (ih) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar bar, catering, banquet and meeting room income and expenses and the like. (i) The Final Rooms Revenue for the date prior to Closing (to be apportioned equally between the Seller and the Purchaser). (j) Advance Deposits (k) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot The Seller shall retain and receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. The Purchaser shall receive a credit against the Purchase Price for the total of (ia) prepaid rents, (iib) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (iiic) unforfeited security deposits (andtogether with any interest payable to a tenant thereon held by the Seller under Occupancy Agreements. At 11:59 p.m. the day prior to Closing, Seller shall check-out those hotel guests who are in occupancy at the Hotel, so as to directly xxxx and collect all revenues generated prior to the extent interest is payable to the tenant, interest thereon) held by Crow under the Occupancy AgreementsClosing Date, and (iv) then immediately check those hotel guests back into the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than Hotel so they can be included in the ordinary course of business, from and after 12:01 a.m. on Final Rooms Revenue for the Closing Date. At Closing, Crow the Seller shall sell to Patriot the Purchaser in connection with the Hotel, and Patriot Purchaser shall acquire from Crow, and the Purchase Price shall be increased by the face value of the so-called "guest ledger" as mutually approved by Patriot and Crow for the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy purchase from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale Seller at face value all xxxxx cash funds in connection with the hotel guest operations at the Property, which shall have the following meaning for the guest ledger: be an amount equal to the total of all xxxxx cash funds on hand and transferred to the Purchaser. In addition, the Seller shall provide a credit card accounts receivable as shown on to the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's Purchaser in an amount equal to one-half ( (1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for Final Rooms Revenue from the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or night prior to the Closing Date. Crow The procedure and method of making the proration adjustments set forth in this Section 7.6 is attached to this Agreement as Exhibit C. The Purchaser shall be required receive a credit for all retail sales (as distinguished from any tax on the sale of any personal property effected pursuant to pay all salesthis Agreement), occupancy and liquor taxes and like impositions currently through up to but not including the date of Closing. Any such taxes applicable to the Final Rooms Revenue shall be apportioned equally between the Seller and the Purchaser. The Seller shall cooperate reasonably with the Purchaser to permit the Purchaser to obtain, if desired by the Purchaser, sale and occupancy tax clearance certificates from the State in which the Real Property is located. Seller will terminate all employees effective as of the Closing and if reasonably available, deliver evidence of payment of same pay all accrued payroll and benefits due to Patriotsaid employees in full. Patriot shall not No costs associated with Seller’s accrued and/or unpaid payroll or benefits will be obligated to collect any delinquent rents, or revenues accrued prior to shown on the Closing Date for Crow, but if Patriot collects same, such amounts shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereofclosing statement. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing Closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow the Seller or Patriot by the Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. With respect to any closing statements amounts or issues relating to prorations that are not agreed upon at Closing, the Seller and the Purchaser shall thereafter work in good faith to resolve such amounts or issues; provided that if such amounts or issues are not fully agreed upon and paid within one hundred twenty (120) days after the Closing, then, in such event, such amounts or issues shall be submitted to an independent certified public accountant with a hospitality practice (reasonably acceptable to the Seller and the Purchaser) for final resolution, and the Seller and the Purchaser agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of such accountant shall be borne equally by the Seller and the Purchaser. The provisions of this Agreement Section 7.6 shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsClosing.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound generally accepted accounting principles consistently applied, shall be allocated between Crow Sellers and Patriot Purchaser as provided herein. Crow Pursuant to such allocation, Sellers shall be entitled to all revenue earned and shall be responsible for all expenses incurred for the period of time up to but not including the date of Closing, and Patriot Purchaser shall be entitled to all revenue earned and shall be responsible for all expenses incurred for the period of time from, after and including the date of Closing (provided that housekeeping costs and the Tray Ledger for the date of Closing shall be shared equally between Patriot and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DateClosing. Such allocations and adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rents. (b) Real estate and personal property taxestaxes (with maximum allowable discounts for early or prompt payment). (c) Revenue and expenses under the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements to which Sellers are a party, to be assigned to and assumed by Purchaser. Sellers and Purchaser agree that obligations and expenses under Operating Agreements which constitute ongoing construction, capital improvement and other similar work, shall be allocated to Sellers as to work completed prior to the Closing Date (and applicable retainage related thereto), and shall be assumed by and allocated to Purchaser as to work completed from and after the Closing Date (and applicable retainage related thereto). Sellers shall be responsible for payments of amounts owing to third parties in respect of inventory, materials and supplies ordered by Sellers in respect of the Hotel room and clubhouse renovations prior to the Closing Date, including, without limitation sheers, chairs and wall coverings. (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel by Crow, including any taxes. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow Sellers at Closing where the work has been completed prior to the Effective Datecompleted, and which shall be assumed by Patriot Purchaser at Closing and paid by Purchaser where the work has been authorized or started, but not been completed completed; provided, however, that if such liens or assessments are payable in installments, the amount of the installment applicable to the period which includes the Closing Date shall be allocated in the same manner as other items of expenses herein; and for all other installments, Sellers shall be responsible for the payment of and shall pay such installments relating to periods prior to the Effective Closing Date and Purchaser shall be responsible for the payment of and shall pay such installments relating to periods from and after the Closing Date. (gf) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (ig) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (h) The Rooms Ledger and housekeeping costs for the date of Closing (to be apportioned equally between Sellers and Purchaser). (i) Purchaser shall receive a credit in an amount equal to the value of any voucher, coupons or other discounted or free services or accommodations that are (x) issued prior to the Effective Date with respect to such items for which Sellers have not received cash consideration in the amount of the face value of such item and (y) issued prior to Closing with respect to such items for which Sellers have received cash consideration in the amount of the face value of such item, and that in either case are scheduled or otherwise available to be used on or after the Closing Date, provided that the foregoing shall be reduced by twenty percent (20%). (j) Purchaser shall receive a credit for all costs and expenses associated with salary, wages, bonuses, profit sharing, pension, health and welfare benefits, employee severance payments and other compensation and fringe benefits that are earned but unpaid as of the Closing Date (except that Sellers shall only be obligated to pay one-half of any bonus or incentive compensation payable in connection with the transfer of the Hotel), and any personal time off (i.e., vacation days) earned or accrued by the Hotel Employees as of the Closing Date, together with all employment taxes with respect thereto, including, without limitation, any withholding and employer contributions required under any Applicable Law (excluding sick leave earned or accrued by the Hotel Employees as of the Closing Date, which shall be the responsibility of Purchaser without a corresponding credit on the closing statement). (k) Such other items as are usually and customarily prorated between purchasers and sellers of hotel and golf properties in the area where the Property is located. Patriot Sellers shall retain receive a credit for any prepaid expenses for which Purchaser is assuming the underlying obligation accruing to periods on or after the Closing Date and utility and other deposits relating to the Property that are assigned to Purchaser. Purchaser shall receive a credit against the Purchase Price for the total of (i) prepaid rents, (ii) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (iii) unforfeited security deposits (and, to the extent together with any interest is payable to the tenant, interest thereon) a tenant thereon held by Crow Sellers under the Occupancy Agreements, and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on the Closing Date. At Closing, Crow Sellers shall sell to Patriot Purchaser in connection with the Hotel, and Patriot Purchaser shall acquire purchase from CrowSellers, and at face value, in addition to the Purchase Price shall be increased by Price: (i) all pxxxx cash funds in connection with the face value of Hotel guest operations at the Property; and (ii) the so-called "“guest ledger" ” as mutually approved by Patriot Purchaser and Crow Sellers for the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning meanings: (i) for pxxxx cash, an amount equal to the total of all pxxxx cash funds on hand and transferred to Purchaser; and (ii) for the guest ledger: , the total of all credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's accounting charges for rooms furnished on a gratuity or complimentary basis to any hotel staff or as an accommodation to other parties and less Purchaser’s one-half ( (1/2) share of the Tray LedgerRooms Ledger for the date of Closing per Section 7.6(h). Crow The purchase price of said pxxxx cash fund and guest ledger shall be paid to Sellers at Closing by a credit to Sellers in the computation of the adjustments and prorations on the Closing Date. Other than pxxxx cash, there shall be no transfer of working capital or other funds held by Sellers or Manager at Closing. Sellers or Manager on behalf of Sellers shall be required to pay or cause to be paid all special assessments for retail sales (as distinguished from any tax on the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior sale of any personal property effected pursuant to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or prior to the Closing Date. Crow shall be required to pay all salesthis Agreement), occupancy and liquor taxes and like impositions currently through the date of Closing up to and if reasonably available, deliver evidence of payment of same to Patriot. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued accruing prior to the Closing Date for Crow, but if Patriot collects same, not including the date of Closing. Any such amounts taxes applicable to the Rooms Ledger shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereofapportioned equally between Sellers and Purchaser. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this AgreementAgreement for a period of ninety (90) days unless the final bxxx or other evidence of the applicable revenue or expense is not available within ninety (90) days, in which case such obligations to adjust shall survive for such period of time for the parties to receive such bxxx or other evidence and make payment to each other based on the same. Any revenue received or expense incurred by Crow Sellers or Patriot by Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. If Sellers and Purchaser are unable to agree on any prorated items required to be contained in the closing statement on the Closing Date, the Closing shall occur and a preliminary closing statement shall be signed with respect to such amounts and issues that are agreed upon by Sellers and Purchaser. With respect to any closing statement amounts or issues that are not agreed upon at Closing, such disputed sums shall be placed into escrow with Escrow Agent and Sellers and Purchaser shall thereafter work in good faith to resolve, allocate or prorate such amounts or issues on a cash basis; provided that if such amounts or issues are not fully agreed upon and paid within ten (10) business days after the Closing, then, in such event, such amounts or issues shall be submitted to Deloitte & Touche or another independent certified public accountant with a hospitality practice reasonably acceptable to Sellers and Purchaser, for final resolution, and Sellers and Purchaser agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of such accountant shall be borne and paid equally by Purchaser and Sellers. Sellers or their representatives shall have the right to institute tax reduction or other proceedings to reduce the assessed valuation of the Property with respect to the period ending at the end of the fiscal year prior to the year in which the Closing occurs provided that Sellers shall not enter into any settlement that would bind the Property to having a higher assessed value after the Closing than would have been the case had such settlement not occurred. If Purchaser, at any time following the Closing, institutes tax reduction or other proceedings to reduce the assessed valuation of the Property with respect to the period ending at the end of the fiscal year in which the Closing occurs, then Purchaser agrees to coordinate such proceedings with Sellers and seek Sellers’ input so as to maximize the benefits to both Sellers and Purchaser pursuant thereto. If any refund of any real property tax, water rates and charges, sewer taxes and rents or similar items is issued after the Closing Date for any period that includes the period prior to the Closing Date, then such refund shall be applied as follows: first, to the cost incurred in obtaining such refund, second, to any amount required to be refunded to any tenants under any Occupancy Agreements in accordance with the terms of such Occupancy Agreements, to the extent applicable, and third, the balance of such refund, if any, shall be apportioned between Sellers and Purchaser as of the Closing Date. The provisions of this Agreement Section 7.6 shall survive the Closing of the transaction contemplated hereby for a period of twelve ninety (1290) monthsdays, or such longer period as is reasonably necessary for the parties to comply with the obligations set forth in this Section 7.6 (e.g., reproration of taxes upon receipt of final tax bxxx).

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow Seller and Patriot Purchaser as provided herein. Crow Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of Closing, and Patriot Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (provided that housekeeping costs and the Tray Rooms Ledger for the date of Closing shall be shared equally between Patriot Purchaser and CrowSeller). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing Date. Such adjustments shall be shown on the closing statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by Purchaser pursuant to Section 2.2 hereof. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated, as the case may be, at Closing: (a) Current rents.. 9695236v.8 (b) Real estate and personal property taxes. (c) Revenue and expenses under the Operating Agreements, Off-Site Facility Agreements and Covenants, Conditions and Restrictions to be assigned to and assumed by Purchaser. (d) Utility charges (including, but not limited to, charges for water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel by Crow, including any taxes. (f) Municipal or other governmental improvement liens, which shall be paid by Crow Seller at Closing where the work has physically commenced, and which shall be assumed by Purchaser at Closing where the work has been completed prior to the Effective Dateauthorized, and which shall be assumed by Patriot at Closing where the work has but not been completed prior to the Effective Datephysically commenced. (gf) Insurance premiums, to the extent the Insurance Policies are assumed by Patriotrequired hereby. (hg) Permit License and permit fees, where transferable. (ih) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (i) The Rooms Ledger and housekeeping costs (i.e. the hourly wages paid for housekeeping staff employed during such day) for the date of Closing (to be apportioned equally between Seller and Purchaser). (j) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot Purchaser shall retain and receive a credit against the Purchase Price for the total of (i) prepaid rents, (ii) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, (iii) unforfeited security deposits (and, to the extent together with interest is payable to the tenant, interest thereon) thereon held by Crow Seller under the Occupancy Agreements, and (iv) the value of any complimentary rooms (based upon the "corporate" “rack” rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, Seller from and after 12:01 6:00 a.m. on the Closing DateDate (the parties acknowledge that Seller’s charitable contributions, to be identified and provided to Purchaser during the Study Period restrict occupancy generally to mid-week stays and the rack rate applicable for such stay shall be based on such midweek rack rate). At Closing, Crow Seller shall sell to Patriot Purchaser in connection with the Hotel, and Patriot Purchaser shall acquire purchase from CrowSeller, at face value: (i) all xxxxx cash funds in the hands of the Seller in connection with the Hotel guest operations at the Property; and the Purchase Price shall be increased by the face value of (ii) the so-called "“guest ledger" ” as mutually approved by Patriot Purchaser and Crow Seller for the Hotel of guest accounts receivable payable to the Hotel as of the check check-out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "“guest ledger" ” shall not include any accounts receivable which have been or are to be paid by any means other than a credit cardcard except for corporate groups whose creditworthiness have been reasonably approved by Purchaser during the Study Period. Patriot Purchaser shall not be obligated to acquire purchase such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have 9695236v.8 the following meaning meanings: (i) for xxxxx cash, an amount equal to the total of all xxxxx cash funds on hand and transferred to Purchaser; and (ii) for the guest ledger: , the total of all credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's accounting charges for rooms furnished on a gratuity or complimentary basis to any hotel staff or as an accommodation to other parties and less Purchaser’s one-half ( 1/2(½) share of the Tray Rooms Ledger. Crow The purchase price of said xxxxx cash fund and guest ledger, as determined above, shall be paid to Seller at Closing by a credit to Seller in the computation of the adjustments and prorations on the Closing Date. Seller shall pay or cause to be paid the currently due, but not delinquent, portion of all real estate taxes and special assessments for the Property due and payable in in, or deferred with respect to the years prior to, the year in which the Closing occursoccurs and Seller or Purchaser, as the case may be, shall receive a credit at Closing based on the pro rata portion of the real estate taxes based on the Closing Date. All special assessments pending, levied or due and payable on or prior to the Closing Date shall be paid by Crow Seller on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by CrowSeller, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow Seller on or prior to the Closing Date. Crow Seller shall be required to pay or cause to be paid on or before the Closing Date any accrued or earned wages, vacation pay, sick leave, bonuses, pension, profit-sharing and welfare benefits and other compensation and fringe benefits of all persons employed at the Property on or before the Closing Date, including any employment taxes or other fees or assessments attributable thereto. Seller shall be required to pay all sales, occupancy and liquor similar taxes and like impositions currently through the date of Closing and if reasonably availabledeliver copies of paid checks and applicable statements to Purchaser. Seller shall be responsible for payments of amounts owing to third parties in respect of inventory and supplies ordered by Seller in respect of the Hotel prior to the Closing Date. Notwithstanding the foregoing, deliver evidence special purchases needed for future Advance Bookings which have been approved by Purchaser “in writing” and which relate to the period from and after Closing shall be the responsibility of payment of same to PatriotPurchaser. Patriot Purchaser shall not be obligated to collect any delinquent rents, accounts receivable or revenues accrued prior to the Closing Date for CrowSeller, but if Patriot Purchaser collects same, such amounts shall be promptly remitted to Crow Seller in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereof. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow Seller or Patriot Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The proration provisions of this 9695236v.8 Agreement shall survive the Closing closing of the transaction contemplated hereby for a period of twelve (12) months.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow the Seller and Patriot the Purchaser as provided herein. Crow The Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of Closing, and Patriot the Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (provided that the housekeeping costs and the Tray Ledger for the date of Closing Final Rooms Revenue shall be shared equally between Patriot the Seller and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DatePurchaser. Such adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by the Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rents. (b) Real estate estate, personal property, hotel and personal property taxesany other applicabe taxes taxes (with maximum allowable discounts for early or prompt payment). (c) Revenue and expenses under the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements to be assigned to and assumed by the Purchaser. (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel Payments due under any assessments imposed by Crow, including any taxesprivate covenant. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow the Seller at Closing where the work has been completed prior to the Effective Dateassessed, and which shall be assumed by Patriot the Purchaser at Closing where the work has not been completed assessed; provided, however, that if such liens or assessments are payable in installments, the Seller shall be responsible for the payment of such installments relating to periods prior to the Effective Closing Date and the Purchaser shall be responsible for the payments of such installments relating to periods on and subsequent to the Closing Date. (g) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (ih) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (i) The Final Rooms Revenue and housekeeping costs for the date of Closing (to be apportioned equally between the Seller and the Purchaser). (j) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot The Seller shall retain and receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. The Purchaser shall receive a credit against the Purchase Price for the total of (ia) prepaid rents, (iib) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (iiic) unforfeited security deposits (and, to the extent together with any interest is payable to the tenant, interest thereon) a tenant thereon held by Crow the Seller under the Occupancy Agreements. At midnight the day prior to Closing, Seller shall check-out those hotel guests who were previously in occupancy at the Hotel, so as to directly bxxx and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on collect all expenses arising prior to the Closing Date, and then check those hotel guests back into the Hotel so they can be included in the Final Rooms Revenue. At Closing, Crow the Seller shall sell to Patriot the Purchaser in connection with the Hotel, and Patriot Purchaser shall acquire purchase from Crowthe Seller at face value: (a) all pxxxx cash funds in connection with the hotel guest operations at the Property, and the Purchase Price which shall be increased by the face value of the so-called "guest ledger" as mutually approved by Patriot and Crow for the Hotel of guest accounts receivable payable an amount equal to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect same). For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: the total of all pxxxx cash funds on hand and transferred to the Purchaser. In addition, Seller shall provide a credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's to Purchaser in an amount equal to one-half ( (1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for Final Rooms Revenue from the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or night prior to the Closing Date. Crow The Purchaser shall be required receive a credit for all retail sales (as distinguished from any tax on the sale of any personal property effected pursuant to pay all salesthis Agreement), occupancy and liquor taxes and like impositions currently through up to but not including the date of Closing and if reasonably available, deliver evidence of payment of same to PatriotClosing. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior Any such taxes applicable to the Closing Date for Crow, but if Patriot collects same, such amounts Final Rooms Revenue shall be promptly remitted apportioned equally between the Seller and the Purchaser. The Seller shall cooperate reasonably with the Purchaser to Crow permit the Purchaser to obtain, if desired by the Purchaser, sale and occupancy tax clearance certificates from the State in which the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereofReal Property is located. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow the Seller or Patriot by the Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. With respect to any closing statements amounts or issues relating to prorations that are not agreed upon at Closing, the Seller and the Purchaser shall thereafter work in good faith to resolve such amounts or issues; provided that if such amounts or issues are not fully agreed upon and paid within ten (10) days after the Closing, then, in such event, such amounts or issues shall be submitted the Designated Accountant for final resolution, and the Seller and the Purchaser agree to be bound by the determination of such accountant. The proration costs and expenses incurred in connection with the services of such accountant shall be borne equally by the Seller and the Purchaser. The provisions of this Agreement Section 6.6 shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) monthsClosing.

Revenue and Expense Allocations. All revenues and expenses with ------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Crow Seller and Patriot Purchaser as provided herein. Crow Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of ClosingClosing Date, and Patriot Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing (Date provided that the housekeeping costs and the Tray Ledger Final Rooms Revenue for the date of Closing Date shall be shared equally between Patriot Seller and Crow). Notwithstanding the foregoing, revenues generated by food and beverage facilities at the Hotel shall be prorated as of 6:00 a.m. on the Closing DatePurchaser. Such adjustments shall be shown on the closing statements statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the Purchase Pricecash amount payable by Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated at Closing: (a) Current rents. (b) Real estate and personal property taxestaxes (with maximum allowable discounts for early or prompt payment). (c) Revenue and expenses under the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements to be assigned to and assumed by Purchaser. (d) Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel by Crow, including any taxes. (f) Municipal or other governmental improvement liensliens and special assessments, which shall be paid by Crow Seller at Closing where the work has been completed prior to the Effective Dateassessed, and which shall be assumed by Patriot Purchaser at Closing where the work has not been completed assessed; provided, however, that if such liens or assessments are payable in installments, Seller shall be responsible for the payment of such installments relating to periods prior to the Effective Closing Date and Purchaser shall be responsible for the payments of such installments relating to periods on and subsequent to the Closing Date. (gf) Insurance premiums, to the extent the Insurance Policies are assumed by Patriot. (h) Permit License and permit fees, where transferable. (ig) All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like. (jh) Such other items as are usually The Final Rooms Revenue and customarily prorated between purchasers and sellers of hotel properties in the area where the Property is located. Patriot shall retain and receive a credit against the Purchase Price housekeeping costs for the total of (i) prepaid rents, (ii) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, (iii) unforfeited security deposits (and, to the extent interest is payable to the tenant, interest thereon) held by Crow under the Occupancy Agreements, and (iv) the value of any complimentary rooms (based upon the "corporate" rate for each room) and any complimentary food or beverages (based upon the advertised rate for each food and beverage) provided by Crow, other than in the ordinary course of business, from and after 12:01 a.m. on the Closing Date. At Closing, Crow shall sell to Patriot in connection with the Hotel, and Patriot shall acquire from Crow, and the Purchase Price shall be increased by the face value of the so-called "guest ledger" as mutually approved by Patriot and Crow for the Hotel of guest accounts receivable payable to the Hotel as of the check out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date; provided, however, that the term "guest ledger" shall not include any accounts receivable which have been or are to be paid by any means other than a credit card. Patriot shall not be obligated to acquire such non-credit card accounts receivable, apportioned equally between Seller and Crow shall retain all rights with respect thereto (including, without limitation, the right to collect samePurchaser). For purposes of this Agreement, transfer or sale at face value shall have the following meaning for the guest ledger: the total of all credit card accounts receivable as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies), less Patriot's one-half ( 1/2) share of the Tray Ledger. Crow shall pay or cause to be paid all special assessments for the Property due and payable in the year in which the Closing occurs. All special assessments due and payable on or prior to the Closing Date shall be paid by Crow on or before the Closing Date. All subdivision and platting costs and expenses heretofore incurred by Crow, including, without limitation, all subdivision exactions, fees and costs and all dedication of land for parks and other public uses or payment of fees in lieu thereof, shall be paid by Crow on or prior to the Closing Date. Crow shall be required to pay all sales, occupancy and liquor taxes and like impositions currently through the date of Closing and if reasonably available, deliver evidence of payment of same to Patriot. Patriot shall not be obligated to collect any delinquent rents, or revenues accrued prior to the Closing Date for Crow, but if Patriot collects same, such amounts shall be promptly remitted to Crow in the form received. Crow shall either transfer the balance of the Capital Reserve Account to Patriot or allow Patriot a credit against the Purchase Price for the amount thereof. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or appeals are pending, the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Crow or Patriot with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The proration provisions of this Agreement shall survive the Closing of the transaction contemplated hereby for a period of twelve (12) months.