Common use of Working Capital Shortfall Clause in Contracts

Working Capital Shortfall. “Working Capital Shortfall” means the amount of additional working capital required for the sole purpose of funding operating expenses pursuant to, and to the extent of such amounts as set forth in, any Approved Budget. In addition, the following terms are defined in the Sections of this Agreement that are referenced alongside the terms: Term Section Reference for Definition Act Recital A Adjusted Dilution Multiplier Section 6.3(b) Agreement AM Commitment Amount AM Initial Contribution Preamble Section 6.1 Section 6.1 AM Mandatory Capital Contribution Section 6.1 Applicable Adjustment Percentage Section 6.3(b) Applicable Price Section 10.3(a) Appraised Value Section 10.4(d)(i) Annual LLC Budget Section 9.2(c) Approved Contracts Section 9.2(a)(v) AREP Section 10.4(a) Asset Management Fee Section 9.6 Audited Financial Request Section 12.3(a) Business Section 4 Buy-Sell Notice Section 10.3(a) Capital Account Section 7.1(a) Cash Notice Section 6.3(a) Certificate Recital A Closing Date Section 10.3(a) Company Recital A Contributing Members Section 6.3(b) CWI Preamble CWI Initial Contribution Section 6.1 CWI Law Firm Section 18.3 CWI Preferred Return Debt Deficiency Amount Section 8.1(b)(iii) Section 9.15(g) Section 6.3(b) Deficit Loan Section 6.3(c) Deposit Section 10.3(a) Discussion Period Section 9.11(b)(i) Effective Date Preamble Exchange Act Section 5.7 GDR Section 9.10 Guarantor Impasse Section 9.15(j) Section 9.4(c) Indemnitee Section 9.13(c) Indemnitor Section 9.13(c) Indemnity Obligations Section 9.13(b) Initial Capital Contributions Section 6.1 Initial LLC Budget Section 9.2(c) Liquor Licenses Section 9.10 LiquorCo Section 9.10 Loan Cost Request Section 6.3(b) Major Decisions Section 9.4(b) Managing Parties Section 9.13(a) Mandatory Capital Contribution Section 6.3(a) Marcus Interest Section 10.4(a) Member Preamble Member Loan Section 6.3(a) Non-Contributing Member Operating Lease Section 6.3(b) Recital D Operator Section 9.5 Owner Pre-Closing Liabilities Cap Project Management Agreement Project Management Fee Section 9.5 Section 9.13(b) Section 9.7 Section 9.7

Working Capital Shortfall. “Working Capital Shortfall” means the amount of additional working capital required for the sole purpose of funding operating expenses pursuant to, and to the extent of such amounts as set forth in, the Initial Budget or any subsequent Approved Annual Budget. In addition, the following terms are defined in the Sections of this Agreement that are referenced alongside the terms: Term Section Reference for Definition ABC Section 9.9 Acceptance Notice Section 10.3(b) Act Recital A Adjusted Dilution Multiplier Recitals Act of Sale/Finance Section 6.3(b9.5(a)(i) Additional Interest Purchase Price Section 6.6 Affiliate Agreement Section 9.3(d) Agreement AM Commitment Amount AM Initial Contribution Preamble Section 6.1 Section 6.1 AM Mandatory Capital Contribution Section 6.1 Applicable Adjustment Percentage Section 6.3(b) Applicable Price Section 10.3(a10.4(a)(iii) Appraised Value Section 10.4(d)(i) Approved Annual LLC Budget Section 9.2(c9.3(a)(v) Approved Contracts Section 9.2(a)(v9.3(a)(vii) AREP Section 10.4(a) Asset Management Fee Section 9.6 Articles of Organization Recitals Audited Financial Request Section 12.3(a) Term Section Reference for Definition Beach Bank Section 6.2(b) Book Value Section 1.6 Business Section 4 Buy-Sell Notice Section 10.3(a10.4(a)(iii) Capital Account Section 7.1(a) Cash Notice Section 6.3(a) Certificate Recital A Claims Section 9.16(c) Closing Date Section 10.3(a10.4(a)(iii) Company Recital A Recitals Contributing Members Section 6.3(b) CWI Preamble CWI Contribution Agreement Section 6.1 CW Election Period (Hotel Maya) Section 10.4(a)(i) CW Election Period (Residence Inn) Section 10.4(b)(i) CW Initial Contribution Section 6.1 CWI CW Member Preamble CW Member Law Firm Section 18.3 CWI Preferred Return Debt CW Member Parties Section 18.3 CW Member Purchase Default Section 9.1(b) Deficiency Amount Section 8.1(b)(iii) Section 9.15(g) Section 6.3(b) Deficit Loan Section 6.3(c) Deposit Section 10.3(a10.4(a)(iii) Discussion Period Section 9.11(b)(i9.13(a)(i) DoubleTree Recitals DoubleTree Franchise Agreement Recitals DoubleTree PIP Section 9.12(a)(ii) Effective Date Preamble EHP Recitals Ensemble Member Preamble Ensemble Member Law Firm Section 18.2 Ensemble Member Parties Section 18.2 Ensemble Member Purchase Default Section 9.2(b) Exchange Act Section 5.7 GDR Forecast Budget Section 9.10 Guarantor 9.3(a)(iv) Ground Lessor Recitals Guarantee Obligation Section 9.11(c) Hotel Maya Recitals Hotel Maya ROFO Section 10.4(a)(ii) Impasse Section 9.15(j) Section 9.4(c10.4(a)(i) Indemnitee Section 9.13(c9.16(e) Indemnitor Section 9.13(c9.16(e) Indemnity Obligations Section 9.13(b9.16(c) Initial Capital Contributions Section 6.1 Initial LLC Budget Section 9.2(c9.3(a)(iv) LBH Holdco Recitals Liquor Licenses Section 9.10 9.9 LiquorCo Section 9.10 Loan Cost Request 9.9 Lock-Out Period Section 6.3(b10.4(a)(i) Term Section Reference for Definition Losses Section 9.16(c) Major Decisions Section 9.4(b9.4(a) Managing Parties Section 9.13(a9.16(a) Mandatory Capital Contribution Section 6.3(a) Marcus Interest Marina Project Section 10.4(a) Member Preamble Member Loan Section 6.3(a) Non-Contributing Member Operating Lease Section 6.3(b) Recital D Operator Section 9.5 Owner Pre-Closing Liabilities Cap Project Management Agreement Project Management Fee Section 9.5 Section 9.13(b) Section 9.7 Section 9.79.10

Working Capital Shortfall. “Working Capital Shortfall” means the amount of additional working capital required for the sole purpose of funding operating expenses pursuant to, and to the extent of such amounts as set forth in, the 2012 Budget or any subsequent Approved Annual Budget. In addition, the following terms are defined in the Sections of this Agreement that are referenced alongside the terms: Term Section Reference for Definition 2012 Budget Section 9.2(a)(iv) Acceptance Notice Section 10.3(b) Act Recital A Adjusted Dilution Multiplier Section 6.3(b) Agreement AM Commitment Amount AM Initial Contribution Preamble Section 6.1 Section 6.1 AM Mandatory Capital Contribution Section 6.1 Applicable Adjustment Percentage Section 6.3(b) Applicable Price Section 10.3(a10.4(a) Appraised Value Section 10.4(d)(i) Approved Annual LLC Budget Section 9.2(c9.2(a)(iv) Approved Contracts Section 9.2(a)(v9.2(a)(vi) AREP ATC Section 10.4(a) Asset Management Fee Section 9.6 9.8 Audited Financial Request Section 12.3(a) Business Section 4 Buy-Sell Notice Section 10.3(a10.4(a) Buying Member Section 10.5 Capital Account Section 7.1(a) Cash Notice Section 6.3(a) Certificate Recital A Claims Section 9.13(b) Closing Date Section 10.3(a10.4(a) Closing Transactions Section 5.8(a) Company Recital A Contributing Members Section 6.3(b) CWI Preamble CWI Contribution Agreement Recital D Cost Overrun Demand Section 6.4(a) Cost Overrun Loan Section 6.4(a) CW Initial Contribution Section 6.1 CWI Member Preamble CWI Member Law Firm Section 18.3 CWI Preferred Return Member Parties Section 18.3 CWI Member Purchase Default Section 9.1(a) CWI Scope Change Section 6.4(b) Debt Section 9.4(c)(vii) Deficiency Amount Section 8.1(b)(iii) Section 9.15(g) Section 6.3(b) Deficit Loan Section 6.3(c) Deposit Section 10.3(a10.4(a) Dilution Multiplier Section 6.3(b) Discussion Period Section 9.11(b)(i9.10(a)(i) Effective Date Preamble EFL Cost Overrun Payment Section 6.4(a) EFL Member Preamble EFL Member Initial Contribution Section 6.1 EFL Member Law Firm Section 18.2 EFL Member Parties Section 18.2 Exchange Act Section 5.7 GDR Forecast Budget Section 9.10 9.2(a)(iv) Guarantee Obligation Section 9.9(b) Guarantor Section 9.4(c)(x) Guaranty Triggering Event Section 9.9(a) Hilton Section 1.42 Hotel Management Agreement Recital E HRI Lodging Recital E Impasse Section 9.15(j) Section 9.4(c9.4(b) Indemnitee Section 9.13(c) Indemnitor Section 9.13(c) Indemnity Obligations Section 9.13(b) Initial Capital Contributions Section 6.1 Initial LLC Budget Section 9.2(c) Liquor Licenses Section 9.10 9.8 LiquorCo Section 9.10 Loan Cost Request 9.8 Losses Section 6.3(b9.13(b) Major Member Decisions Section 9.4(b9.4(a) Managing Parties Section 9.13(a) Mandatory Capital Contribution Section 6.3(a) Marcus Interest Member Decisions Section 10.4(a9.4(a) Member Preamble Member Loan Section 6.3(a) Membership Interest Certificate Section 10.10(b) New Opportunity Section 20.1 Non-Contributing Member Operating Lease Section 6.3(b) Offer Section 10.3(a) Offered Interest Section 10.3(a)(i) Offered Member Section 10.3(a) Offered Price Section 10.3(b) Offering Member Section 10.4(a) Operating Lease Recital D E Operator Section 9.5 Overpaying Guarantor Section 9.9(c) Owner Pre-Closing Liabilities Cap Project Management Agreement Project Management Fee Section 9.5 PIP Budget Section 6.2 Proportionate Share of Liability Section 9.9(b) REIT Section 5.5 ROFO Sale Notice Section 10.5 Related Parties Section 9.13(b) Required Amount Section 9.7 6.3(a) Responding Member Section 9.710.4(a) Responding Member’s Purchase Price Section 10.4(a) Response Notice Section 10.4(a) Restricted Activity Period Section 20.1 Sale Member Section 10.5 Sale Notice Section 10.3(a) Securities Act Section 5.7 Selling Member Section 10.3(a) SOX Section 5.7 Special Allocations Section 7.1(b) Tax Matters Partner Section 12.4 UCC Section 10.10(a)

Working Capital Shortfall. “Working Capital Shortfall” means the amount of additional working capital required for the sole purpose of funding operating expenses of the TRS SUB, the Hotel and the Company pursuant to, and to the extent of such amounts as set forth in, the Initial Budget or any subsequent Approved Company Budget. In addition, the following terms are defined in the Sections of this Agreement that are referenced alongside the terms: Term Section Reference for Definition ABC Section 9.8 Act Recital A Adjusted Dilution Multiplier Section 6.3(b) Agreement AM Commitment Amount AM Initial Contribution Preamble Section 6.1 Section 6.1 AM Mandatory Capital Contribution Section 6.1 Applicable Adjustment Percentage Section 6.3(b6.3(c) Applicable Price Section 10.3(a10.5(a) Appraised Value Section 10.4(d)(i) Annual LLC Approved Company Budget Section 9.2(c9.2(a)(iv) Approved Contracts Section 9.2(a)(v9.2(a)(vi) AREP Section 10.4(a) Asset Management Fee Section 9.6 Audited Financial Request Section 12.3(a) Base Year Liability Section 8.1(b)(i) Business Section 4 Buy/Sell Deposit Section 10.5(a) Buy-Sell Notice Section 10.3(a10.5(a) Buying Member Section 10.4(b) Buyout Default Section 10.4(b) Buyout Deposit Section 10.4(b) Buyout PSA Section 10.4(b) Capital Account Section 7.1(a) CapEx Cash Notice Section 6.3(a6.3(b) Certificate Recital A Closing Date Section 10.3(a10.5(a) Company Recital A Company Budget Section 9.2(a)(iv) Company Guaranties Section 9.13 Company Guarantor Section 9.13 Contributing Members Section 6.3(b6.3(c) CWI Preamble CWI Initial Contribution Section 6.1 CWI Law Firm Section 18.3 18.2 CWI Preferred Return Debt Parties Section 18.2 CWI Priority Yield Section 8.1(b)(ii) CWI Purchase Default Section 9.1(a) Deficiency Amount Section 8.1(b)(iii) Section 9.15(g) Section 6.3(b6.3(c) Deficit Loan Section 6.3(d) Dilution Multiplier Section 6.3(c) Deposit Section 10.3(a) Discussion Period Section 9.11(b)(i) Effective Date Preamble Exchange Act Section 5.7 GDR Exclusivity Period Section 9.10 Guarantor Impasse 20.3 FHR Preamble FHR Initial Contribution Section 9.15(j) 6.1 FHR Law Firm Section 9.4(c) 18.3 FHR Parties Section 18.3 Golf Club Acquisition Section 20.3 Indemnitee Section 9.13(c) Indemnitor Section 9.13(c) Indemnity Obligations Section 9.13(b9.11(b) Initial Capital Contributions Section 6.1 Initial LLC Budget Section 9.2(c) Liquor Licenses Section 9.10 9.8 LiquorCo Section 9.10 Loan Cost Request Section 6.3(b) Major Decisions Section 9.4(b) 9.8 Managing Parties Section 9.13(a9.11(a) Mandatory Capital Contribution Contribution(s) Section 6.3(a) Marcus Interest Mandatory Cash Notice Section 10.4(a6.3(a) Member Preamble Member Loan Decisions Section 6.3(a9.4(a) Non-Contributing Member Section 6.3(c) Offering Member Section 10.5(a) Operating Lease Section 6.3(b) Recital D C Operator Section 9.5 Owner Pre-Closing Liabilities Cap Project Management Agreement Project Management Fee Section 9.5 Purchase Agreement Recital B REIT Section 9.13(b5.5 Required Amount Section 6.3(a) Responding Member Section 9.7 10.5(a) Responding Member’s Purchase Price Section 9.710.5(a) Response Notice Section 10.5(a) ROFO Closing Date Section 10.4(b) ROFO Sale Notice Section 10.4(b) Sale Member Section 10.4(b) Securities Act Section 5.7 Seller Recital B SOX Section 5.7 Special Allocations Section 7.1(b) Tax Matters Partner Section 12.4(a)

Working Capital Shortfall. “Working Capital Shortfall” means the amount of additional working capital required for the sole purpose of funding operating expenses pursuant to, and to the extent of such amounts as set forth in, the Initial Budget or any subsequent Approved Annual Budget. In addition, the following terms are defined in the Sections of this Agreement that are referenced alongside the terms: Term Section Reference for Definition 800 Canal Member Preamble 800 Canal Member Initial Contribution Section 6.1 800 Canal Member Law Firm Section 18.2 800 Canal Member Parties Section 18.2 Acceptance Notice Section 10.3(b) Act Recital A Adjusted Dilution Multiplier Section 6.3(b) Agreement AM Commitment Amount AM Initial Contribution Preamble Section 6.1 Section 6.1 AM Mandatory Capital Contribution Section 6.1 Applicable Adjustment Percentage Section 6.3(b) Applicable Price Section 10.3(a10.4(a) Appraised Value Section 10.4(d)(i) Approved Annual LLC Budget Section 9.2(c9.2(a)(iv) Approved Contracts Section 9.2(a)(v) AREP Section 10.4(a9.2(a)(vi) Asset Management Fee Section 9.6 9.2(c) ATC Section 9.8 Audited Financial Request Section 12.3(a) Business Section 4 Buy-Sell Notice Section 10.3(a10.4(a) Buying Member Section 10.5 Capital Account Section 7.1(a) Cash Notice Section 6.3(a) Certificate Recital A Claims Section 9.13(b) Closing Date Section 10.3(a10.4(a) Closing Transactions Section 5.8(a) Company Recital A Contributing Members Section 6.3(b) CWI Preamble CWI Contribution Agreement Recital D Cost Overrun Demand Section 6.3(a) CSDC Ground Lessor Recital C CSDC Leasehold Estate Recital C CSDC Land Recital C CW Initial Contribution Section 6.1 CWI Member Preamble CWI Member Law Firm Section 18.3 CWI Preferred Return Member Parties Section 18.3 CWI Member Purchase Default Section 9.1(a) CWI Scope Change Section 6.2(b) Debt Section 9.4(c)(vii) Deficiency Amount Section 8.1(b)(iii) Section 9.15(g) Section 6.3(b) Deficit Loan Section 6.3(c) Deposit Section 10.3(a10.4(a) Dilution Multiplier Section 6.3(b) Discussion Period Section 9.11(b)(i9.10(a)(i) Term Section Reference for Definition Effective Date Preamble Exchange Act Section 5.7 GDR Forecast Budget Section 9.10 9.2(a)(iv) Guarantee Obligation Section 9.9(b) Guarantor Section 9.4(c)(x) Guaranty Triggering Event Section 9.9(a) HCI Architect Section 9.5 Historic and Tax Credit Requirements Section 6.6 Hotel Management Agreement Recital E HRI Lodging Recital E Hyatt Section 1.42 Impasse Section 9.15(j) Section 9.4(c9.4(b) Indemnitee Section 9.13(c) Indemnitor Section 9.13(c) Indemnity Obligations Section 9.13(b) Initial Budget Section 9.2(a)(iv) Initial Capital Contributions Section 6.1 Initial LLC Budget Section 9.2(c) Leasehold Estate Recital C Liquor Licenses Section 9.10 9.8 LiquorCo Section 9.10 Loan Cost Request 9.8 Losses Section 6.3(b9.13(b) Major Member Decisions Section 9.4(b9.4(a) Managing Parties Section 9.13(a) Mandatory Capital Contribution Section 6.3(a) Marcus Interest Member Decisions Section 10.4(a9.4(a) Member Preamble Member Loan Section 6.3(a) Membership Interest Certificate Section 10.10(b) Mercier Ground Lessor Recital C Mercier Land Recital C Mercier Leasehold Estate Recital C New Opportunity Section 20.1 Non-Contributing Member Operating Lease Section 6.3(b) Offer Section 10.3(a) Offered Interest Section 10.3(a)(i) Offered Member Section 10.3(a) Offered Price Section 10.3(b) Offering Member Section 10.4(a) Operating Lease Recital D E Operator Section 9.5 Overpaying Guarantor Section 9.9(c) Owner Pre-Closing Liabilities Cap Project Management Agreement Project Management Fee Section 9.5 Prop Loan Guaranty Section 9.9(a) Prop Loan Guaranty Payment Section 9.9 (a) Proportionate Share of Liability Section 9.9(b) REIT Section 5.5 ROFO Sale Notice Section 10.5 15 Term Section Reference for Definition RTA Application Section 6.7 Related Parties Section 9.13(b) Renovation Budget Section 9.7 6.2 Required Amount Section 9.76.3(a) Responding Member Section 10.4(a) Responding Member’s Purchase Price Section 10.4(a) Response Notice Section 10.4(a) Restricted Activity Period Section 20.1 Sale Member Section 10.5 Sale Notice Section 10.3(a) Securities Act Section 5.7 Selling Member Section 10.3(a) SOX Section 5.7 Special Allocations Section 7.1(b) Tax Matters Partner Section 12.4 UCC Section 10.10(a) Wyndham Section 5.8(a) Wyndham Franchise Agreement Section 5.8(a)