Compensation to Manager. As compensation for Manager's services hereunder, Manager is entitled to retain for its own account during each calendar year during the term of this Agreement an amount equal to the lesser of (a) fifteen percent (15%) of the Gross Revenues (as defined hereinbelow) for the year or (b) the amount by which the Gross Revenues for the year exceed the total of all accrued expenses of any kind whatsoever ("Expenses") incurred by the Resorts during the year (exclusive of any fees paid or payable to the Silverleaf Club by the Resorts) and incurred by the Silverleaf Club during the year in performing its duties and obligations under the Silverleaf Club Agreement. As used herein, the term "Expenses" shall include the total amount of all funds collected from members at the Clubs and set aside in a special account by Silverleaf Club to be used solely for the refurbishment and replacement of buildings and amenities at the Resorts. As used herein, the term Gross Revenues shall mean the amount of all dues, assessments, late charges and any other amounts accrued by Manager from the members of the Clubs pursuant to paragraph 4(a) hereinabove, plus the amount of income generated by the Resorts and accrued by Manager pursuant to paragraph 4(b) hereinabove. Such accruals shall be determined by Manager in its reasonable discretion using its normal accounting practices. The amount payable hereunder to Manager shall be paid in approximately equal monthly installments throughout the year based on the annual budget of the Silverleaf Club, as adjusted from time to time throughout the year, with final adjustments being made as of December 31 of the year to determine the exact amount due and payable to Manager for the year under the preceding provisions. After such final adjustments are made, any balance due Manager shall be promptly paid, and any overpayment shall be promptly repaid by Manager.
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Compensation to Manager. As compensation for Manager's services hereunder, Manager is entitled to retain for its own account during each calendar year during the term of this Agreement an amount equal to the lesser of (a) fifteen percent (15%) of the Gross Revenues (as defined hereinbelow) for the year or (b) the amount by which the Gross Revenues for the year exceed the total of (i) all accrued expenses of any kind whatsoever ("Expenses") incurred by the Resorts during the year (exclusive of any fees paid or payable to the Silverleaf Club by the Resorts) and incurred by the Silverleaf Club during the year in performing its duties and obligations under the Silverleaf Club AgreementAgreement and (ii) the total of all unpaid Shortfalls for any preceding years commencing after December 31, 1992 (as defined hereinbelow). As used herein, the term "Expenses" shall include the total amount of all funds collected from members at the Clubs and set aside in a special account by Silverleaf Club to be used solely for the refurbishment and replacement of buildings and amenities at the Resorts. If in any year commencing after December 31, 1992, the compensation paid to Manager pursuant to this Agreement (exclusive of any amounts for prior Shortfalls) does not equal fifteen percent (15%) of the Gross Revenues for the year then an additional amount equal to the difference between (x) 15% of the Gross Revenues for such year and (y) the amount of compensation actually paid to Manager (exclusive of any amounts for prior Shortfalls) for such year (the "Shortfall") shall be payable to Manager in any subsequent year or years in which the Gross Revenues for such year or years are more than sufficient to pay all Expenses and all prior unpaid Shortfalls, until such Shortfall is fully paid out of such excess Gross Revenues. As used herein, the term Gross Revenues shall mean the amount of all dues, assessments, late charges and any other amounts accrued by Manager from the members of the Clubs pursuant to paragraph 4(a) hereinabove, plus the amount of income generated by the Resorts and accrued by Manager pursuant to paragraph 4(b(ii) hereinabove. Such accruals shall be determined by Manager in its reasonable discretion using its normal accounting practices. The amount payable hereunder to Manager shall be paid in approximately equal monthly installments throughout the year based on the annual budget of the Silverleaf Club, as adjusted from time to time throughout the year, with final adjustments being made as of December 31 of the year to determine the exact amount due and payable to Manager for the year under the preceding provisions. After such final adjustments are made, any balance due Manager shall be promptly paid, and any overpayment shall be promptly repaid by Manager.the
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