Common use of Annual Accounting Statements and Cash Adjustments Clause in Contracts

Annual Accounting Statements and Cash Adjustments. A. Calculations and payments of the Aggregate First Incentive Management Fee, the Aggregate Second Incentive Management Fee, Aggregate Tenant’s Priority, and distributions of Aggregate Operating Profit made with respect to each Portfolio Accounting Period within a Portfolio Fiscal Year shall be accounted for cumulatively within a Portfolio Fiscal Year, but shall not be cumulative from one Portfolio Fiscal Year to the next. Calculations and payments of Reimbursable Advances and the Security Deposit Replenishment shall be accounted for cumulatively within a Portfolio Fiscal Year, and shall be cumulative from one Portfolio Fiscal Year to the next. Within sixty (60) days after the end of each Portfolio Fiscal Year, Marriott and the Managers shall deliver to Tenant a statement (the “Aggregate Annual Operating Statement”) in reasonable detail summarizing the operations of the Portfolio Properties for the immediately preceding Portfolio Fiscal Year, and an Officer’s Certificate certifying that such Aggregate Annual Operating Statement is true and correct. Marriott, the Managers and Tenant shall, within ten (10) Business Days after Tenant’s receipt of such Aggregate Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Portfolio Fiscal Year as are needed because of the final figures set forth in such Aggregate Annual Operating Statement. Such final accounting shall be controlling over the interim accountings and shall be final subject to adjustments required as a result of an audit requested by Landlord or Tenant pursuant to each Management Agreement. No adjustment shall be made for any Aggregate Operating Loss or Aggregate Operating Profit in a preceding or subsequent Portfolio Fiscal Year. Each Manager shall provide Tenant with interim and annual statements pursuant to the applicable Management Agreement for each Portfolio Property that it manages as if the applicable Portfolio Property were not a participant in this Agreement.

Annual Accounting Statements and Cash Adjustments. A. The Fiscal Years applicable to the Domestic Hotels are different than the Fiscal Years applicable to the Kauai Hotel in that the Management Agreements applicable to the Domestic Hotels provide for a Fiscal Year consisting of thirteen (13) Accounting Periods, and the Management Agreement applicable to the Kauai Hotel provides for a Fiscal Year consisting of twelve (12) Accounting Periods, and the beginning and end of each Fiscal Year applicable to the Domestic Hotels and the corresponding Fiscal Year applicable to the Kauai Hotel will, in most instances, begin and end on different dates. In order to allow all of the Portfolio Properties to make annual accountings and distributions on a pooled basis notwithstanding such difference in Fiscal Years, all such annual accountings and distributions with respect to such Portfolio Properties shall be made only following and with respect to each Portfolio Fiscal Year as provided for herein, notwithstanding any provisions to the contrary in any of the Management Agreements. Calculations and payments of the Aggregate Base Management Fee, the Aggregate First Incentive Management Fee, the Aggregate Second Incentive Management Fee, Aggregate Tenant’s 's First Priority, Tenant's Second Priority, Tenant's Third Priority and distributions of Aggregate Operating Profit made with respect to each Portfolio Accounting Period within a Portfolio Fiscal Year shall be accounted for cumulatively within a Portfolio Fiscal Year, but shall not be cumulative from one Portfolio Fiscal Year to the next. Calculations and payments of Reimbursable Advances and the Security Deposit Replenishment shall be accounted for cumulatively within a Portfolio Fiscal Year, and shall be cumulative from one Portfolio Fiscal Year to the nextcumulatively. Within sixty (60) days after the end of each Portfolio Fiscal Year, Marriott and the Managers shall deliver to Tenant a statement (the “Aggregate Annual Operating Statement”) in reasonable detail summarizing the operations of the Portfolio Properties for the immediately preceding Portfolio Fiscal Year, Year and a certificate of an Officer’s Certificate officer of Marriott certifying that such Aggregate Annual Operating Statement year-end statement is true and correct. Marriott, the Managers and Tenant shall, within ten (10) Business Days after Tenant’s 's receipt of such Aggregate Annual Operating Statementstatement, make any adjustments, by cash payment, in the amounts paid or retained for such Portfolio Fiscal Year as are needed because of the final figures set forth in such Aggregate Annual Operating Statementstatement. Such final accounting shall be controlling over the interim accountings and shall be final subject to adjustments required as a result of an audit requested by Landlord or Tenant pursuant to each Management Agreementaccountings. No adjustment shall be made for any Aggregate Operating Loss or Aggregate Operating Profit in a preceding or subsequent Portfolio Fiscal Year, subject to the audit rights of Tenant as set forth in each Management Agreement. Each Manager shall provide Tenant with interim and annual statements pursuant to the applicable Management Agreement for each Portfolio Property that it manages as if the applicable Portfolio Property were not a participant in this Agreement.

Annual Accounting Statements and Cash Adjustments. A. Calculations and payments of the Aggregate First Incentive Management Fee, the Aggregate Second Incentive Management Fee, Aggregate Tenant’s Tenants’ Priority, Aggregate Ground Lease Rent and distributions of Aggregate Operating Profit made with respect to each Portfolio Accounting Period within a Portfolio Fiscal Year shall be accounted for cumulatively within a Portfolio Fiscal Year, but shall not be cumulative from one Portfolio Fiscal Year to the next. Calculations and payments of Aggregate Base Management Fees, Reimbursable Advances and the Security Deposit Replenishment shall be accounted for cumulatively within a Portfolio Fiscal Year, and shall be cumulative from one Portfolio Fiscal Year to the next. Calculations of Security Deposit Advances and Marriott Guaranty Advances shall be accounted for cumulatively within a Portfolio Fiscal Year. Within sixty (60) days after the end of each Portfolio Fiscal Year, Marriott and the Managers shall deliver to Tenant the Tenants a statement (the an “Aggregate Annual Operating Statement”) in reasonable detail summarizing the operations of the Portfolio Properties for the immediately preceding Portfolio Fiscal Year, and an Officer’s Certificate certifying that such Aggregate Annual Operating Statement is true and correct. Marriott, the Managers and Tenant the Tenants shall, within ten (10) Business Days after Tenant’s the Tenants’ receipt of such Aggregate Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Portfolio Fiscal Year as are needed because of the final figures set forth in such Aggregate Annual Operating Statement. Such final accounting shall be controlling over the interim accountings and shall be final subject to adjustments required as a result of an audit requested by Landlord the Landlords or Tenant the Tenants pursuant to each Management Agreement. No adjustment shall be made for any Aggregate Operating Loss or Aggregate Operating Profit in a preceding or subsequent Portfolio Fiscal Year. Each Manager shall provide the applicable Tenant with interim and annual statements pursuant to the applicable Management Agreement for each Portfolio Property that it manages as if the applicable Portfolio Property were not a participant in this Agreement.

Annual Accounting Statements and Cash Adjustments. A. Calculations and payments of the Aggregate First Subordinate Management Fee and Aggregate Incentive Management Fee, Fee to the Aggregate Second Incentive Management Fee, Aggregate Tenant’s Priority, and distributions of Aggregate Operating Profit Manager made with respect to each Portfolio Accounting Period within a Portfolio Fiscal Year shall be accounted for cumulatively within a Portfolio during each Fiscal Year, Year but shall not be cumulative from one Portfolio Fiscal Year to the next. Calculations and payments of Reimbursable Advances and the Security Deposit Replenishment shall be accounted for cumulatively within a Portfolio Fiscal YearAccordingly, and shall be cumulative from one Portfolio Fiscal Year to the next. Within sixty (60) days after the end of each Portfolio calendar quarter: The Manager and Owner (and Landlord, to the extent distributions have been made from Owner to Landlord) shall, if necessary, return all or a portion of such prior payments that were actually made to Manager and Owner (and Landlord, if applicable) during the applicable Fiscal Year if actual Aggregate Facility Profit through such point in time for such Fiscal Year is insufficient to pay amounts due to the other party under Section 2.02A (as prorated through such point in time for such Fiscal Year), Marriott and to the Managers extent any such amounts had priority over amounts distributed to Manager or Owner. All distributions shall be made in the order of priority as set forth in Section 2.02A. Within the time limit set forth on Exhibit F to the Management Agreement, the Manager shall deliver to Tenant each Owner and each of the Landlords a statement (the “Aggregate Annual Operating Statement”) in reasonable detail summarizing the operations of the Portfolio Properties for the immediately preceding Portfolio such Fiscal Year, . Such statement shall set forth any adjustments which are needed in accordance with this Section 3.02. The Manager shall also deliver to each Owner and an Officereach of the Landlords a certificate of Manager’s Certificate chief accounting officer certifying that such Aggregate Annual Operating Statement year-end statement is true and correct. MarriottThe Manager, the Managers Owners and Tenant Landlord shall, within ten (10) Business Days after TenantOwners’ and each of the Landlord’s receipt of such Aggregate Annual Operating Statementstatement, make any adjustments, by cash payment, in the amounts paid or retained for such Portfolio Fiscal Year as are needed because of the final figures set forth in such statement, including, without limitation, adjustments required to correct the amount of distributions of Aggregate Annual Operating StatementFacility Profit required as a result of revisions to the calculations and payments described in this Section 3.02. Such Subject to the audit rights of the Owners as set forth in each Management Agreement, such final accounting shall be controlling over the interim accountings and shall be final subject to adjustments required as a result of an audit requested by Landlord or Tenant pursuant to each Management Agreementaccountings. No adjustment shall be made for any Aggregate Operating Facility Loss or Aggregate Operating Facility Profit in a preceding or subsequent Portfolio Fiscal Year. Each Manager shall provide Tenant with interim and annual statements pursuant , subject to the applicable audit rights of each Owners as set forth in each Management Agreement for each Portfolio Property that it manages as if the applicable Portfolio Property were not a participant in this Agreement.