Common use of Timing of Payments Clause in Contracts

Timing of Payments. Payment of the Aggregate Facility Expenses, excluding the Aggregate Base Fee, shall be made in the ordinary course of business. The Aggregate Base Fee and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues. The Aggregate TRS Priority Return and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may be. If the Aggregate Base Fee is not paid in full for any calendar year, the unpaid amount shall bear interest at the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 shall be paid on the last Business Day of the January following the end of each calendar year, in arrears, and shall be based upon the Aggregate Annual Statement for such calendar year. Additional adjustments to all payments will be made on an annual basis based upon any audits conducted pursuant to Section 6.03 of the Management Agreements. The Aggregate TRS Priority Return and payments to TRSes pursuant to clause (5) of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretion, and Manager shall have no responsibility or liability in connection therewith.

Timing of Payments. Payment of the Aggregate Facility ExpensesDeductions, excluding the Aggregate Base Management Fee, the Aggregate Reservation Fee and the Aggregate System Fee, shall be made in the ordinary course of business. The Aggregate Base Management Fee, the Aggregate Reservation Fee and accrued interest, if any, the Aggregate System Fee shall be paid on the first last Business Day of each calendar month, in advancearrears, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues or Aggregate Gross Room Revenues, as the case may be, as reflected in the Aggregate Monthly Statement for such prior month. The Aggregate TRS Owner’s Priority Return and accrued interest, if any, shall be paid on the first last Business Day of each calendar month, in advance arrears, in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may beOwners. If any installment of the Aggregate Base Management Fee, the Aggregate Reservation Fee, the Aggregate System Fee or the Aggregate Owner Priority is not paid in full for any calendar yearwhen due, the unpaid amount it shall bear accrue interest at the Interest Rate Rate. The Aggregate Incentive Fee and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 Owner’s Residual Payment shall be paid on the last Business Day of the January calendar month following the end of each calendar yearquarter to which such Aggregate Incentive Fee and/or Aggregate Owner’s Residual Payment relates, in arrears, based upon the year-to-date Aggregate Operating Profit as reflected in the Aggregate Monthly Statement for the last calendar month of such calendar quarter and shall be based upon adjusted, after the Aggregate Annual Statement first calendar quarter, to reflect distributions for such prior calendar yearquarters. Additional adjustments to all payments will be made on an annual basis based upon the Aggregate Annual Operating Statement for the Year and any audits audit conducted pursuant to Section 6.03 4.02 of the Management Agreements. If the portion of Aggregate Gross Revenues to be distributed to Manager or Owner pursuant to Section 3.01 is insufficient to pay amounts then due in full, any amounts left unpaid shall be paid from and to the extent of Aggregate Gross Revenues available therefor at the time distributions are made in successive calendar months until such amounts are paid in full, together with interest thereon, if applicable, and such payments shall be made from such available Aggregate Gross Revenues in the same order of priority as other payments made on account of such items in successive calendar months. Calculations and payments of the fees and other payments in Section 3.01 and distributions of Aggregate Gross Revenues within a Year shall be accounted for cumulatively within a Year, but shall not be cumulative from one Year to the next. Calculations and payments of Aggregate Reimbursable Advances shall be accounted for cumulatively within a Year, and shall be cumulative from one Year to the next. The Aggregate TRS Owner’s Priority Return and payments to TRSes pursuant to clause (5) of Section 3.01 Aggregate Owner’s Residual Payment shall be allocated among TRSes Owners as TRSes the Owners shall determine in their sole discretion, discretion and Manager shall have no responsibility or liability in connection therewith.

Timing of Payments. Payment Accrued Salary shall be paid no later than 10 days following the termination of the Aggregate Facility ExpensesEmployment Period. Any Severance Payment and Vested Benefits Enhancement, excluding together with interest thereon based on prevailing short term rates for the Aggregate Base Fee, shall be made in period between the ordinary course date of business. The Aggregate Base Fee payment and accrued interest, if anythe termination of the Employment Period, shall be paid on during the first Business Day of each calendar month, in advance, based upon Manager’s then estimate 10 day period following the six month anniversary of the prior month’s Aggregate Gross Revenuestermination of the Employment Period. The Aggregate TRS Priority Return and accrued interestExcept as provided in the definition of “Payable” in Section 5(d), if anya Pro-Rata Target Bonus, which payment is attributable to services performed by Executive during the calendar year in which the Performance Period terminates, shall be paid on as follows: (a) if the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due Employment Period terminates in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases first, second or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may be. If the Aggregate Base Fee is not paid in full for third calendar quarter of any particular calendar year, then the unpaid amount Pro-Rata Target Bonus shall bear interest at be paid no later than 10 days following the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause termination of the Employment Period; or (2b) if the Employment Period terminates in the fourth calendar quarter of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any particular calendar year, then the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 Pro-Rata Target Bonus shall be paid on no later than the last Business Day same time as similar awards are paid to other executives participating in the plans or programs under which the awards are paid, but in no event later than March 15 of the January calendar year following the end of each such fourth calendar yearquarter. Vested Benefits and Equity Awards shall be paid no later than the time for payment Determined Under the Applicable Plan except as otherwise expressly superseded or modified by this Agreement. Tax Reimbursement Payments shall be paid at the time specified in Section 6 hereof. In applying the provisions of Sections 5 and 6, continued participation in the health insurance benefit plans shall be in two parts: (i) the first part shall continue from the date of termination to the end of the 18-month period during which Executive would have been eligible for continuation coverage under Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended, and (ii) the second part shall commence on the first day after the end of the period described in subclause (i) and shall end on the last day of the applicable Welfare Benefits Continuation period. Continued participation in Welfare Benefits Continuation provided under Section 6 other than with respect to health benefits shall also be provided in two parts: (i) the first part shall continue from the Date of Termination until the second anniversary of Executive’s Date of Termination, and (ii) the second part shall commence on the day immediately following such second anniversary and continuing until the end of the applicable Continuation period. To the extent Welfare Benefits Continuation consists of reimbursement of expenses, such reimbursement shall be paid within 60 days of the submission of reasonably satisfactory evidence of such expenses, in arrearsaccordance with the generally applicable requirements under the applicable arrangement, and but in no event later than the end of the calendar year following the calendar year in which such expenses are incurred. Any amount of expenses eligible for reimbursement of welfare benefits or in-kind benefits provided during any calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be based upon the Aggregate Annual Statement for such provided in any other calendar year. Additional adjustments Notwithstanding anything else in this Agreement to all payments will the contrary, for purposes of Sections 5 and 6, Executive shall not be made on an annual basis based upon deemed to have had a termination of employment unless Executive shall have also had a separation from service, as determined in accordance with any audits conducted policies or practices that the Company shall adopt in accordance with, or as otherwise determined pursuant to to, Section 6.03 409A of the Management Agreements. The Aggregate TRS Priority Return Code and payments to TRSes pursuant to clause (5) of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretion, the regulations and Manager shall have no responsibility or liability in connection therewithguidance promulgated thereunder.

Timing of Payments. Payment of the Aggregate Facility Expenses, excluding the Aggregate Base Fee, shall be made in the ordinary course of business. The Aggregate Base Fee and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues. The Aggregate TRS Priority Return and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSesTRS. The Aggregate Base Fee and Aggregate TRS TRS’s Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSesTRS, as the case may be. If any installment of the Aggregate Base Fee is not paid in full for any calendar year, the unpaid amount shall bear interest at the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in full. If or the Aggregate TRS Priority Return is not paid in full for any calendar yearwhen due, the unpaid amount it shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due accrue and bear interest at the Interest Rate for the purposes of Section 5.01Rate. Amounts payable pursuant to clause (5) of Section 3.01 The Aggregate Incentive Fee and Aggregate TRS Residual Payment shall be paid on the last Business Day of the January calendar month following the end of each calendar yearmonth to which such Aggregate Incentive Fee and Aggregate TRS Residual Payment relate, in arrears, and shall be based upon the Aggregate Annual Statement for such calendar yearMonthly Statements. Additional adjustments to all payments will be made on an annual basis based upon the Aggregate Monthly Statements for the full calendar year and any audits conducted pursuant to Section 6.03 of the Management Agreements. The Aggregate TRS Priority Return and payments to TRSes pursuant to clause (5) of Section 3.01 Aggregate TRS Residual Payment shall be allocated among TRSes as the TRSes shall determine in their sole discretion, discretion and Manager shall have no responsibility or liability in connection therewith.

Timing of Payments. Payment Accrued Salary shall be paid no later than 10 days following the termination of the Aggregate Facility ExpensesEmployment Period. Severance Payments and Vested Benefits Enhancements, excluding together with interest thereon based on prevailing short term rates for the Aggregate Base Fee, shall be made in period between the ordinary course date of business. The Aggregate Base Fee payment and accrued interest, if anythe termination of the Employment Period, shall be paid on during the first Business Day of each calendar month, in advance, based upon Manager’s then estimate 10 day period following the six month anniversary of the prior month’s Aggregate Gross Revenuestermination of the Employment Period, unless earlier payment is permitted in accordance with guidance provided under Section 409A of the Code. The Aggregate TRS Priority Return and accrued interest, if any, Pro-Rata Target Bonus shall be paid on as follows: (a) if the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due Employment Period terminates in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases first, second or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may be. If the Aggregate Base Fee is not paid in full for third calendar quarter of any particular calendar year, then the unpaid amount Pro-Rata Target Bonus shall bear interest at be paid no later than 10 days following the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause termination of the Employment Period; or (2b) if the Employment Period terminates in the fourth calendar quarter of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any particular calendar year, then the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 Pro-Rata Target Bonus shall be paid on no later than the last Business Day same time as similar awards are paid to other executives participating in the plans or programs under which the awards are paid, but in no event later than March 31 of the January calendar year following the end of each such fourth calendar year, in arrears, quarter. Vested Benefits and Equity Awards shall be based upon paid no later than the Aggregate Annual Statement time for such calendar yearpayment Determined Under the Applicable Plan except as otherwise expressly superseded or modified by this Agreement. Additional adjustments to all payments will Tax Reimbursement Payments shall be made on an annual basis based upon any audits conducted paid at the time specified in Section 6 hereof. Notwithstanding the foregoing, solely for purposes of amounts payable pursuant to Section 6.03 5 hereof, if any amount payable to Executive pursuant to Section 5 would be nondeductible by the Company under Section 162(m) of the Management Agreements. The Aggregate TRS Priority Return and payments to TRSes pursuant to clause (5) Code if paid in the year of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretionExecutive’s termination, and Manager the Company shall have no responsibility or liability the option of paying such nondeductible amount, with interest at the one-year treasury ▇▇▇▇ rate as in connection therewitheffect on the date of such termination as reported in the Wall Street Journal, on the first day of the second calendar quarter in the year following such termination.

Timing of Payments. Payment of the Aggregate Facility ExpensesDeductions, excluding the Aggregate Base Management Fee, the Reservation Fee and the System Fee, shall be made in the ordinary course of business. The Aggregate Base Management Fee, the Reservation Fee and accrued interest, if any, the System Fee shall be paid on the first last Business Day of each calendar month, in advancearrears, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues or Gross Room Revenues, as the case may be, as reflected in the Monthly Statement for such prior month. The Aggregate TRS Owner’s Priority Return and accrued interest, if any, shall be paid on the first last Business Day of each calendar month, in advance arrears, in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may beOwner. If any installment of the Aggregate Base Management Fee, the Reservation Fee, the System Fee or the Owner Priority is not paid in full for any calendar yearwhen due, the unpaid amount it shall bear accrue interest at the Interest Rate Rate. The Incentive Fee and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 Owner’s Residual Payment shall be paid on the last Business Day of the January calendar month following the end of each calendar yearquarter to which such Incentive Fee and/or Owner’s Residual Payment relates, in arrears, based upon the year-to-date Operating Profit as reflected in the Monthly Statement for the last calendar month of such calendar quarter and shall be based upon adjusted, after the Aggregate Annual Statement first calendar quarter, to reflect distributions for such prior calendar yearquarters. Additional adjustments to all payments will be made on an annual basis based upon the Annual Operating Statement for the Year and any audits audit conducted pursuant to Section 6.03 4.02.B. If the portion of Gross Revenues to be distributed to Manager or Owner pursuant to Section 3.02 is insufficient to pay amounts then due in full, any amounts left unpaid shall be paid from and to the extent of Gross Revenues available therefor at the time distributions are made in successive calendar months until such amounts are paid in full, together with interest thereon, if applicable, and such payments shall be made from such available Gross Revenues in the same order of priority as other payments made on account of such items in successive calendar months. Calculations and payments of the Management Agreementsfees and other payments in Section 3.02 and distributions of Gross Revenues within a Year shall be accounted for cumulatively within a Year, but shall not be cumulative from one Year to the next. The Aggregate TRS Priority Return Calculations and payments to TRSes pursuant to clause (5) of Section 3.01 Reimbursable Advances shall be allocated among TRSes as TRSes shall determine in their sole discretionaccounted for cumulatively within a Year, and Manager shall have no responsibility or liability in connection therewithbe cumulative from one Year to the next.

Timing of Payments. Payment of the Aggregate Facility ExpensesAccrued Salary, excluding the Aggregate Base Fee, shall be made in the ordinary course of business. The Aggregate Base Fee Severance Payments and accrued interest, if any, Vested Benefits Enhancements shall be paid on no later than 10 days following the first Business Day of each calendar month, in advance, based upon Manager’s then estimate termination of the prior month’s Aggregate Gross RevenuesEmployment Period. The Aggregate TRS Priority Return and accrued interest, if any, Pro-Rata Target Bonus shall be paid on as follows: (a) if the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due Employment Period terminates in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases first, second or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may be. If the Aggregate Base Fee is not paid in full for third calendar quarter of any particular calendar year, then the unpaid amount Pro-Rata Target Bonus shall bear interest at be paid no later than 10 days following the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause termination of the Employment Period; or (2b) if the Employment Period terminates in the fourth calendar quarter of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any particular calendar year, then the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 Pro-Rata Target Bonus shall be paid on no later than the last Business Day same time as similar awards are paid to other executives participating in the plans or programs under which the awards are paid, but in no event later than March 31 of the January calendar year following the end of each such fourth calendar year, in arrears, quarter. Vested Benefits and Equity Awards shall be based upon paid no later than the Aggregate Annual Statement time for such calendar yearpayment Determined Under the Applicable Plan except as otherwise expressly superseded or modified by this Agreement. Additional adjustments to all payments will Tax Reimbursement Payments shall be made on an annual basis based upon any audits conducted paid at the time specified in Section 6 hereof. Notwithstanding the foregoing, solely for purposes of amounts payable pursuant to Section 6.03 5 hereof, if any amount payable to Executive pursuant to Section 5 would be nondeductible by the Company under Section 162(m) of the Management Agreements. The Aggregate TRS Priority Return and payments to TRSes pursuant to clause (5) Code if paid in the year of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretionExecutive’s termination, and Manager the Company shall have no responsibility or liability the option of paying such nondeductible amount, with interest at the one-year treasury b▇▇▇ rate as in connection therewitheffect on the date of such termination as reported in the Wall Street Journal, on the first day of the second calendar quarter in the year following such termination.

Timing of Payments. A. Payment of the Aggregate Facility ExpensesDeductions, excluding the Aggregate Base Management Fee, the Reservation Fee and the System Fee, shall be made in the ordinary course of business. The Aggregate Base Management Fee, the Reservation Fee, the System Fee, the Owner’s Priority, the Incentive Management Fee and accrued interest, if any, the Owner’s Residual Payment shall be paid on or before the first Business Day twentieth (20th) day after close of each calendar month, in advance, based upon Manager’s then estimate of Gross Revenues or Gross Room Revenues, as the prior case may be, as reflected in the Monthly Statement for such month’s Aggregate Gross Revenues. The Aggregate TRS Owner’s Priority Return and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, determined based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may beOwner. If any installment of the Aggregate Base Management Fee, the Reservation Fee, the System Fee or the Owner’s Priority is not paid in full for any calendar yearwhen due, the unpaid amount it shall bear accrue interest at the Interest Rate Rate. Calculations and such unpaid amount and accrued interest shall continue payments of the Incentive Management Fee and/or the Owner’s Residual Payment with respect to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any each calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 month within a calendar year shall be paid on the last Business Day of the January following the end of each calendar year, in arrears, and shall be accounted for cumulatively based upon the Aggregate Annual year-to-date Operating Profit as reflected in the Monthly Statement for such calendar month and shall be adjusted to reflect distributions for prior calendar months in such year. Additional adjustments to all payments will be made on an annual basis based upon the Annual Operating Statement for the Year and any audits audit conducted pursuant to Section 6.03 4.02.B. B. Subject to Section 3.03.C, if the portion of Gross Revenues to be distributed to Manager or Owner pursuant to Section 3.02 is insufficient to pay amounts then due in full, any amounts left unpaid shall be paid from and to the extent of Gross Revenues available therefor at the time distributions are made in successive calendar months until such amounts are paid in full, together with interest thereon, if applicable, and such payments shall be made from such available Gross Revenues in the same order of priority as other payments made on account of such items in successive calendar months. C. Other than with respect to Reimbursable Advances, calculations and payments of the Management Agreementsfees and other payments in Section 3.02 and distributions of Gross Revenues within a Year shall be accounted for cumulatively within a Year, but shall not be cumulative from one Year to the next. The Aggregate TRS Priority Return Calculations and payments to TRSes pursuant to clause (5) of Section 3.01 Reimbursable Advances shall be allocated among TRSes as TRSes accounted for cumulatively within a Year and shall determine in their sole discretion, and Manager shall have no responsibility or liability in connection therewithbe cumulative from one Year to the next.

Timing of Payments. Payment of the Aggregate Facility Community Expenses, excluding the Aggregate Base Fee, shall be made in the ordinary course of business. The Aggregate Base Fee and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues. The Aggregate TRS Owner Priority Return and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSesOwner. The Aggregate Base Fee and Aggregate TRS Owner Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSesOwners, as the case may be. If any installment of the Aggregate Base Fee is not paid in full for any calendar year, the unpaid amount shall bear interest at the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in full. If or the Aggregate TRS Owner Priority Return is not paid in full for any calendar yearwhen due, the unpaid amount it shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due accrue and bear interest at the Interest Rate for the purposes of Section 5.01Rate. Amounts payable pursuant to clause (5) of Section 3.01 The Aggregate Incentive Fee and Aggregate Owner Residual Payment shall be paid on the last Business Day of the January calendar month following the end of each calendar yearmonth to which such Aggregate Incentive Fee and Aggregate Owner Residual Payment relate, in arrears, and shall be based upon the Aggregate Annual Statement for such calendar yearMonthly Statements. Additional adjustments to all payments will be made on an annual basis based upon the Aggregate Monthly Statements for the full calendar year and any audits conducted pursuant to Section 6.03 of the Management Agreements. The Aggregate TRS Owner Priority Return and payments to TRSes pursuant to clause (5) of Section 3.01 Aggregate Owner Residual Payment shall be allocated among TRSes the Owners as TRSes the Owners shall determine in their sole discretion, discretion and Manager shall have no responsibility or liability in connection therewith.

Timing of Payments. A. Payment of the Aggregate Facility ExpensesDeductions, excluding the Aggregate Base Management Fee, the Aggregate Reservation Fee and the Aggregate System Fee, shall be made in the ordinary course of business. The Aggregate Base Management Fee, the Aggregate Reservation Fee, the Aggregate System Fee, the Aggregate Owner’s Priority, the Aggregate FF&E Reserve Deposit, the Aggregate Incentive Management Fee and accrued interest, if any, the Aggregate Owner’s Residual Payment shall be paid on or before the first Business Day twentieth (20th) day after the end of each calendar month, in advance, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues or Aggregate Gross Room Revenues, as the case may, be for such month as reflected in the Aggregate Monthly Statement for such month. The Aggregate TRS Owner’s Priority Return and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, determined based upon Aggregate Invested Capital most recently reported to Manager Managers by TRSesOwners. The If any installment of the Aggregate Base Management Fee, the Aggregate Reservation Fee, the Aggregate System Fee or the Aggregate Owner Priority is not paid when due, it shall accrue interest at the Interest Rate. Calculations and payments of the Aggregate TRS Priority Return FF&E Reserve Deposit, the Aggregate Incentive Management Fee and/or the Aggregate Owner’s Residual Payment with respect to each calendar month within a calendar year shall be subject to adjustment by increasing or decreasing the payment due in the following month accounted for cumulatively based upon the year-to-date Aggregate Gross Revenues Operating Profit as reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may be. If the Aggregate Base Fee is not paid in full for any calendar year, the unpaid amount shall bear interest at the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 shall be paid on the last Business Day of the January following the end of each calendar year, in arrears, and shall be based upon the Aggregate Annual Statement for such calendar month and shall be adjusted to reflect distributions for prior calendar months in such year. Additional adjustments to all payments will be made on an annual basis based upon the Aggregate Annual Operating Statement for the Year and any audits audit conducted pursuant to Section 6.03 4.02 of the Management Agreements. B. Subject to Section 3.02.C, if the portion of Aggregate Gross Revenues to be distributed to Managers or Owners pursuant to Section 3.01 is insufficient to pay amounts then due in full, any amounts left unpaid shall be paid from and to the extent of Aggregate Gross Revenues available therefor at the time distributions are made in successive calendar months until such amounts are paid in full, together with interest thereon, if applicable, and such payments shall be made from such available Aggregate Gross Revenues in the same order of priority as other payments made on account of such items in successive calendar months. C. Other than with respect to Aggregate Reimbursable Advances, calculations and payments of the fees and other payments in Section 3.01 and distributions of Aggregate Gross Revenues within a Year shall be accounted for cumulatively within a Year, but shall not be cumulative from one Year to the next. Calculations and payments of Aggregate Reimbursable Advances shall be accounted for cumulatively within a Year, and shall be cumulative from one Year to the next. D. The Aggregate TRS Priority Return Owner’s Priority, the Pooled FF&E Reserves and payments to TRSes pursuant to clause (5) of Section 3.01 the Aggregate Owner’s Residual Payment shall be allocated among TRSes Owners as TRSes Owners shall determine in their sole discretiondiscretion and Managers shall have no responsibility or liability in connection therewith. The Aggregate Incentive Management Fee, Aggregate Base Management Fee, the Aggregate Reservation Fee and Manager the Aggregate System Fee shall be allocated among Managers as Managers shall determine in their sole discretion and Owners shall have no responsibility or liability in connection therewith.

Timing of Payments. A. Payment of the Aggregate Facility ExpensesDeductions, excluding the Aggregate Base Management Fee, the Reservation Fee and the System Fee, shall be made in the ordinary course of business. The Aggregate Base Management Fee, the Reservation Fee, the System Fee, the Owner’s Priority, the FF&E Reserve Deposit, the Incentive Management Fee and accrued interest, if any, the Owner’s Residual Payment shall be paid on or before the first Business Day twentieth (20th) day after close of each calendar month, in advance, based upon Manager’s then estimate of Gross Revenues or Gross Room Revenues, as the prior case may be, as reflected in the Monthly Statement for such month’s Aggregate Gross Revenues. The Aggregate TRS Owner’s Priority Return and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, determined based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may beOwner. If any installment of the Aggregate Base Management Fee, the Reservation Fee, the System Fee or the Owner’s Priority is not paid in full for any calendar yearwhen due, the unpaid amount it shall bear accrue interest at the Interest Rate Rate. Calculations and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) payments of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any calendar yearFF&E Reserve Deposit, the unpaid amount shall not continue Incentive Management Fee and/or the Owner’s Residual Payment with respect to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 each calendar month within a calendar year shall be paid on the last Business Day of the January following the end of each calendar year, in arrears, and shall be accounted for cumulatively based upon the Aggregate Annual year-to-date Operating Profit as reflected in the Monthly Statement for such calendar month and shall be adjusted to reflect distributions for prior calendar months in such year. Additional adjustments to all payments will be made on an annual basis based upon the Annual Operating Statement for the Year and any audits audit conducted pursuant to Section 6.03 4.02.B. B. Subject to Section 3.03.C, if the portion of Gross Revenues to be distributed to Manager or Owner pursuant to Section 3.02 is insufficient to pay amounts then due in full, any amounts left unpaid shall be paid from and to the extent of Gross Revenues available therefor at the time distributions are made in successive calendar months until such amounts are paid in full, together with interest thereon, if applicable, and such payments shall be made from such available Gross Revenues in the same order of priority as other payments made on account of such items in successive calendar months. C. Other than with respect to Reimbursable Advances, calculations and payments of the Management Agreementsfees and other payments in Section 3.02 and distributions of Gross Revenues within a Year shall be accounted for cumulatively within a Year, but shall not be cumulative from one Year to the next. The Aggregate TRS Priority Return Calculations and payments to TRSes pursuant to clause (5) of Section 3.01 Reimbursable Advances shall be allocated among TRSes as TRSes accounted for cumulatively within a Year and shall determine in their sole discretion, and Manager shall have no responsibility or liability in connection therewithbe cumulative from one Year to the next.

Timing of Payments. Payment An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.7 to or for the account of the Aggregate Facility Expensesindemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. Without limiting the generality of the foregoing, excluding each indemnifying party, as an interim measure during the Aggregate Base Feependency of any claim, shall be made in the ordinary course action, investigation, inquiry or proceeding arising our of business. The Aggregate Base Fee and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance, or based upon Manager’s then estimate any matter or subject for which indemnity (or contribution in lieu thereof) may be available to any indemnified party under this Section 3.7, it will promptly reimburse each indemnified party, as often as invoiced therefor (but in no event more often than monthly) for all reasonable legal or other expenses incurred in connection with the investigation or defense of any such claim, action, investigation, inquiry or proceeding, notwithstanding the absence of any judicial determination as to the propriety or enforceability of the prior month’s Aggregate Gross Revenuesindemnifying party's obligation to reimburse the indemnified party for such expenses and notwithstanding the possibility that the obligations to pay such expenses might later have been held to be improper by a court of competent jurisdiction. The Aggregate TRS Priority Return and accrued interest, if any, shall To the extent that any such interim reimbursement is held to be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may be. If the Aggregate Base Fee is not paid in full for any calendar yearimproper, the unpaid indemnified party agrees to promptly return the amount so advanced to the indemnifying party, together with interest from the date of determination, compounded monthly, at the prime rate (or other commercial lending rate for borrowers of the highest credit standing) listed from time to time in The Wall Street Journal which represents the base rate on corporate loans posted by a substantial majority of the nation's thirty (30) largest banks. Any such interim reimbursement payments which are not made to the indemnified party within thirty (30) days of a request therefor shall bear interest at such prime rate from the Interest Rate and date of such unpaid amount and accrued interest shall continue to be payable request. To the extent required by any underwriter in connection with the execution of any underwriting agreement pursuant to clause (2) which the holders of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for Registrable Securities shall be selling any calendar yearshares of Common Stock, the unpaid amount Parent shall not continue agree to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 shall be paid on the last Business Day advancement of the January following expenses of such underwriter to at least the end of each calendar year, same extent as provided in arrears, and shall be based upon the Aggregate Annual Statement for such calendar year. Additional adjustments to all payments will be made on an annual basis based upon any audits conducted pursuant to this Section 6.03 of the Management Agreements. The Aggregate TRS Priority Return and payments to TRSes pursuant to clause (5) of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretion, and Manager shall have no responsibility or liability in connection therewith3.7.

Timing of Payments. A. Payment of the Aggregate Facility ExpensesDeductions, excluding the Aggregate Base Management Fee, the Aggregate Reservation Fee and the Aggregate System Fee, shall be made in the ordinary course of business. The Aggregate Base Fee Management Fee, the Aggregate Reservation Fee, the Aggregate System Fee, the Aggregate Owner’s Priority and accrued interest, if any, the Aggregate Owner’s Residual Payment shall be paid on or before the first Business Day twentieth (20th) day after the end of each calendar month, in advance, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues. The Aggregate TRS Priority Return and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues or Aggregate Gross Room Revenues, as the case may, be for such month as reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may beStatement for such month. If any installment of the Aggregate Base Management Fee, the Aggregate Reservation Fee, the Aggregate System Fee or the Aggregate Owner’s Priority is not paid in full for any calendar yearwhen due, the unpaid amount it shall bear accrue interest at the Interest Rate Rate. Calculations and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) payments of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any Owner’s Residual Payment with respect to each calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 month within a calendar year shall be paid on the last Business Day of the January following the end of each calendar year, in arrears, and shall be accounted for cumulatively based upon the year-to-date Aggregate Annual Operating Profit as reflected in the Aggregate Monthly Statement for such calendar month and shall be adjusted to reflect distributions for prior calendar months in such year. Additional adjustments to all payments will be made on an annual basis based upon the Aggregate Annual Operating Statement for the Year and any audits audit conducted pursuant to Section 6.03 4.02 of the Management Agreements. B. Subject to Section 3.02.C, if the portion of Aggregate Gross Revenues to be distributed to Managers or Owners pursuant to Section 3.01 is insufficient to pay amounts then due in full, any amounts left unpaid shall be paid from and to the extent of Aggregate Gross Revenues available therefor at the time distributions are made in successive calendar months until such amounts are paid in full, together with interest thereon, if applicable, and such payments shall be made from such available Aggregate Gross Revenues in the same order of priority as other payments made on account of such items in successive calendar months. C. Other than with respect to Aggregate Reimbursable Advances, calculations and payments of the fees and other payments in Section 3.01 and distributions of Aggregate Gross Revenues within a Year shall be accounted for cumulatively within a Year but shall not be cumulative from one Year to the next. Calculations and payments of Aggregate Reimbursable Advances shall be accounted for cumulatively within a Year and shall be cumulative from one Year to the next. D. The Aggregate TRS Owner’s Priority Return and payments to TRSes pursuant to clause (5) of Section 3.01 the Aggregate Owner’s Residual Payment shall be allocated among TRSes Owners as TRSes Owners shall determine in their sole discretiondiscretion and Managers shall have no responsibility or liability in connection therewith. The Aggregate Base Management Fee, the Aggregate Reservation Fee and Manager the Aggregate System Fee shall be allocated among Managers as Managers shall determine in their sole discretion and Owners shall have no responsibility or liability in connection therewith.

Timing of Payments. Payment Earned Basic Compensation shall be paid in a single lump sum as soon as practicable, but in no event more than 30 days, following the end of the Aggregate Facility ExpensesEmployment Period; provided that with respect to any amounts governed by a program that contains a stated payment provision, excluding payment shall occur in accordance with the Aggregate Base Feetiming specified in the applicable program governing such element of compensation. Equity Acceleration shall occur, to the extent applicable and subject to the delivery (and non-revocation) of the Required Release, upon the occurrence of a Termination Without Cause or Termination with Good Reason, with any payment or distribution of the shares corresponding to the Initial Agreement Grants made in a single lump sum as soon as practicable, but in no event more than 60 days, following such termination, unless Executive had previously elected to defer delivery of some or all such shares upon vesting, in which case the affected shares shall be delivered in accordance with the terms of the plan provisions governing such deferral. Accrued Employee Benefits shall be payable in accordance with the terms of the plan, policy, practice, program, contract or agreement under which such benefits have accrued. Severance Benefits shall be paid, subject to the delivery (and non-revocation) of the Required Release, on the same regularly-scheduled payroll dates as Executive would have received his base salary had he continued to be employed for the period during which the Severance Benefits are payable hereunder; provided, however that (x) if the latest date by which the Required Release must be delivered is in a different calendar year than the date on which Executive’s employment terminates, any payment of Severance Benefits that, pursuant to such normal payroll schedule, would have been made earlier than such latest date for delivery of the Required Release shall be made in on the ordinary course 61st day following the date on which Executive’s employment terminates and (y) if Executive is a specified employee within the meaning of business. The Aggregate Base Fee Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), no taxable amounts payable by the Company to Executive pursuant to Paragraph 6 and accrued interestother Company separation pay plan amounts, if anyincluding bonus and other amounts that are conditioned upon a separation from service and not compensation Executive could receive without separating from service, shall be paid during the six (6) month period following his separation from service and, to the extent otherwise payable during such six (6) month period, shall be accumulated and paid on the first Business Day business day following the six (6) month anniversary of each calendar monthhis separation from service, with interest for such period at a rate equal to the one-year Treasury ▇▇▇▇ rate as quoted in The Wall Street Journal (or in such other reliable publication as the Executive Committee, in advanceits reasonable discretion, based upon Manager’s then estimate may determine to rely upon) from the date they would otherwise have been payable to the date actually paid; provided further, that taxable amounts remaining due pursuant to Paragraph 6 following the expiration of the prior month’s Aggregate Gross Revenues. The Aggregate TRS Priority Return and accrued interest, if any, six (6) month delay period shall be paid on the first Business Day of each calendar month, regularly-scheduled payroll dates as described in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may be. If the Aggregate Base Fee is not paid in full for any calendar year, the unpaid amount shall bear interest at the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 shall be paid on the last Business Day of the January following the end of each calendar year, in arrears, and shall be based upon the Aggregate Annual Statement for such calendar year. Additional adjustments to all payments will be made on an annual basis based upon any audits conducted pursuant to Section 6.03 of the Management Agreements. The Aggregate TRS Priority Return and payments to TRSes pursuant to clause (5) of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretion, and Manager shall have no responsibility or liability in connection therewiththis Paragraph 6(c).

Timing of Payments. A. Payment of the Aggregate Facility ExpensesDeductions, excluding the Aggregate Base Management Fee, the Aggregate Reservation Fee and the Aggregate System Fee, shall be made in the ordinary course of business. The Aggregate Base Management Fee, the Aggregate Reservation Fee, the Aggregate System Fee, the Aggregate Owner’s Priority, the Aggregate FF&E Reserve Deposit, the Aggregate Incentive Management Fee and accrued interest, if any, the Aggregate Owner’s Residual Payment shall be paid on or before the first Business Day twentieth (20th) day after the end of each calendar month, in advance, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues. The Aggregate TRS Priority Return and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues or Aggregate Gross Room Revenues, as the case may, be for such month as reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may beStatement for such month. If any installment of the Aggregate Base Management Fee, the Aggregate Reservation Fee, the Aggregate System Fee or the Aggregate Owner’s Priority is not paid in full for any calendar yearwhen due, the unpaid amount it shall bear accrue interest at the Interest Rate Rate. Calculations and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) payments of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any calendar yearFF&E Reserve Deposit, the unpaid amount shall not continue Aggregate Incentive Management Fee and/or the Aggregate Owner’s Residual Payment with respect to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 each calendar month within a calendar year shall be paid on the last Business Day of the January following the end of each calendar year, in arrears, and shall be accounted for cumulatively based upon the year-to-date Aggregate Annual Operating Profit as reflected in the Aggregate Monthly Statement for such calendar month and shall be adjusted to reflect distributions for prior calendar months in such year. Additional adjustments to all payments will be made on an annual basis based upon the Aggregate Annual Operating Statement for the Year and any audits audit conducted pursuant to Section 6.03 4.02 of the Management Agreements. B. Subject to Section 3.02.C, if the portion of Aggregate Gross Revenues to be distributed to Managers or Owners pursuant to Section 3.01 is insufficient to pay amounts then due in full, any amounts left unpaid shall be paid from and to the extent of Aggregate Gross Revenues available therefor at the time distributions are made in successive calendar months until such amounts are paid in full, together with interest thereon, if applicable, and such payments shall be made from such available Aggregate Gross Revenues in the same order of priority as other payments made on account of such items in successive calendar months. C. Other than with respect to Aggregate Reimbursable Advances, calculations and payments of the fees and other payments in Section 3.01 and distributions of Aggregate Gross Revenues within a Year shall be accounted for cumulatively within a Year but shall not be cumulative from one Year to the next. Calculations and payments of Aggregate Reimbursable Advances shall be accounted for cumulatively within a Year and shall be cumulative from one Year to the next. D. The Aggregate TRS Priority Return Owner’s Priority, the Pooled FF&E Reserves and payments to TRSes pursuant to clause (5) of Section 3.01 the Aggregate Owner’s Residual Payment shall be allocated among TRSes Owners as TRSes Owners shall determine in their sole discretiondiscretion and Managers shall have no responsibility or liability in connection therewith. The Aggregate Incentive Management Fee, Aggregate Base Management Fee, the Aggregate Reservation Fee and Manager the Aggregate System Fee shall be allocated among Managers as Managers shall determine in their sole discretion and Owners shall have no responsibility or liability in connection therewith.

Timing of Payments. Payment Accrued Salary shall be paid no later than 10 days following the termination of the Aggregate Facility ExpensesEmployment Period. Severance Payments and Vested Benefits Enhancements, excluding together with interest thereon based on prevailing short term rates for the Aggregate Base Fee, shall be made in period between the ordinary course date of business. The Aggregate Base Fee payment and accrued interest, if anythe termination of the Employment Period, shall be paid on during the first Business Day of each calendar month, in advance, based upon Manager’s then estimate 10 day period following the six month anniversary of the prior month’s Aggregate Gross Revenuestermination of the Employment Period, unless earlier payment is permitted in accordance with guidance provided under Section 409A of the Code. The Aggregate TRS Priority Return and accrued interest, if any, Pro-Rata Target Bonus shall be paid on as follows: (a) if the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due Employment Period terminates in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases first, second or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may be. If the Aggregate Base Fee is not paid in full for third calendar quarter of any particular calendar year, then the unpaid amount Pro-Rata Target Bonus shall bear interest at be paid no later than 10 days following the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause termination of the Employment Period; or (2b) if the Employment Period terminates in the fourth calendar quarter of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any particular calendar year, then the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 Pro-Rata Target Bonus shall be paid on no later than the last Business Day same time as similar awards are paid to other executives participating in the plans or programs under which the awards are paid, but in no event later than March 31 of the January calendar year following the end of each the such fourth calendar year, in arrears, quarter. Vested Benefits and Equity Awards shall be based upon paid no later than the Aggregate Annual Statement time for such calendar yearpayment Determined Under the Applicable Plan except as otherwise expressly superseded or modified by this Agreement. Additional adjustments to all payments will Tax Reimbursement Payments shall be made on an annual basis based upon any audits conducted paid at the time specified in Section 6 hereof. Notwithstanding the foregoing, solely for purposes of amounts payable pursuant to Section 6.03 5 hereof, if any amount payable to Executive pursuant to Section 5 would be nondeductible by the Company under Section 162(m) of the Management Agreements. The Aggregate TRS Priority Return and payments to TRSes pursuant to clause (5) Code if paid in the year of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretionExecutive’s termination, and Manager the Company shall have no responsibility or liability the option of paying such nondeductible amount, with interest at the one-year treasury ▇▇▇▇ rate as in connection therewitheffect on the date of such termination as reported in the Wall Street Journal, on the first day of the second calendar quarter in the year following such termination.

Timing of Payments. Payment (i) Payments in settlement of the Aggregate Facility Expenses, excluding the Aggregate Base Fee, a Deferral Account shall be made as soon as practicable after the date or dates (including upon the occurrence of specified events), and in such number of installments, as directed by the Participant in the ordinary course of businessParticipant's Deferral Agreement, unless otherwise provided in this Section 6. The Aggregate Base Fee and accrued interest, if any, All amounts needed for a payment shall be paid on deemed withdrawn from the first Business Day Hypothetical Investments as close in time as is practicable to the requested payment date. If a Participant has elected to receive installment payments, the amount of each calendar month, in advance, the distribution payable is based upon Manager’s then estimate the value of the prior month’s Aggregate Gross Revenues. The Aggregate TRS Priority Return Deferral Account at the time of the installment payment date and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported act to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due reduce Hypothetical Investments in the following month order: (A) cash and money market accounts, and (B) each other Hypothetical Investment on a pro rata basis, based upon Aggregate Gross Revenues reflected in on the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as value of the case may beParticipant's Deferral Account. If a Participant has elected to receive partial payments of the Aggregate Base Fee is not paid amount in full for any calendar yearhis or her Deferral Account, the unpaid amount shall bear interest at the Interest Rate and such unpaid amount and accrued interest balances shall continue to be payable deemed to be invested in the Hypothetical Investments that such Participant has designated pursuant to clause Section 4(d) or 4(f). (2ii) Except as provided otherwise in the applicable Deferral Agreement, in the event of Section 3.01 in subsequent years until paid in full. If a Participant's death prior to the Aggregate TRS Priority Return is not paid in full for any calendar yearpayment of all net amounts credited to this or her Deferral Account, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 such amounts shall be paid on to the last Business Day Participant's designated Beneficiary in a single lump sum as soon as practicable after the Participant's death. If a Participant fails to designate a Beneficiary or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the January following Participant's benefits, the end Participant's designated Beneficiary shall be the executor or personal representative of each calendar yearthe Participant's estate, in arrearsif a probate proceeding is open at the time for the distribution(s), and otherwise shall be based upon the Aggregate Annual Statement for person(s) who would be entitled to the distribution(s) under the Participant's last will and /or revocable trust (if such calendar year. Additional adjustments will distributes the residuary estate to all payments will be made on an annual basis based upon any audits conducted pursuant such trust) and otherwise to Section 6.03 the person(s) who would inherit the Participant's property under the law of the Management Agreements. The Aggregate TRS Priority Return and payments to TRSes pursuant to clause (5) of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretion, and Manager shall have no responsibility or liability in connection therewith.Participant's last

Timing of Payments. Payment Accrued Salary shall be paid no later than 10 days following the Date of Termination. Severance Payments and Vested Benefits Enhancements shall be paid (i) if the event that constitutes a Change of Control also constitutes a change in ownership or effective control, or a sale of substantially all of the Aggregate Facility Expensesassets, excluding of the Aggregate Base FeeCompany, shall be made in each case within the meaning of Section 409A of the Code and the regulations promulgated thereunder (a “Section 409A Change Event”), in a single lump sum payment, during the 10-day period following Executive’s Date of Termination and (ii) if the event that constitutes a Change of Control is not a Section 409A Change Event, at the same time and in the ordinary course of businesssame manner as severance benefits would be payable under The Hartford Senior Executive Severance Pay Plan, as in effect on January 1, 2009. The Aggregate Base Fee and accrued interestNotwithstanding the foregoing, if anyat the Date of Termination, Executive is a “specified employee” as determined under the practices and policies of the Company as established in accordance with Section 409A of the Code, then in no event shall payment of the Severance Payments or Vested Benefits Enhancement commence earlier than six months and one-day after Executive’s Date of Termination; in the case of such a delay, the first payment made shall include interest on any delayed amount determined based on prevailing short-term rates for the period between the date of payment and the Date of Termination. A Pro-Rata Target Bonus, which payment is attributable to services performed by Executive during the calendar year in which the Date of Termination occurs, shall be paid on as follows: (a) if the first Business Day Date of each Termination occurs in the first, second or third calendar monthquarter of any particular calendar year, in advance, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues. The Aggregate TRS Priority Return and accrued interest, if any, Pro-Rata Target Bonus shall be paid on no later than 10 days following the first Business Day Date of each calendar monthTermination, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing (b) if the payment due Date of Termination occurs in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may be. If the Aggregate Base Fee is not paid in full for fourth calendar quarter of any particular calendar year, then the unpaid amount shall bear interest at the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 Pro-Rata Target Bonus shall be paid on no later than the last Business Day same time as similar awards are paid to other executives participating in the plans or programs under which the awards are paid, but in no event later than March 15 of the January calendar year following the end of each such fourth calendar yearquarter. Vested Benefits and Equity Awards shall be paid no later than the time for payment Determined Under the Applicable Plan except as otherwise expressly superseded or modified by this Agreement. Tax Reimbursement Payments shall be paid at the time specified in Section 7 hereof. In applying the provisions of Section 7, continued participation in the health insurance benefit plans shall be in two parts: (i) the first part shall continue from the date of termination to the end of the 18-month period during which Executive would have been eligible for continuation coverage under Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended, and (ii) the second part shall commence on the first day after the end of the period described in subclause (i) and shall end on the second anniversary of the Date of Termination. To the extent Welfare Benefits Continuation consists of reimbursement of expenses, such reimbursement shall be paid within 60 days of the submission of reasonably satisfactory evidence of such expenses, in arrearsaccordance with the generally applicable requirements under the applicable arrangement, and but in no event later than the end of the calendar year following the calendar year in which such expenses are incurred. Any amount of expenses eligible for reimbursement of welfare benefits or in-kind benefits provided during any calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be based upon the Aggregate Annual Statement for such provided in any other calendar year. Additional adjustments Notwithstanding anything else in this Agreement to all payments will the contrary, for purposes of Section 7, Executive shall not be made on an annual basis based upon deemed to have had a termination of employment unless Executive shall have also had a separation from service, as determined in accordance with any audits conducted policies or practices that the Company shall adopt in accordance with, or as otherwise determined pursuant to to, Section 6.03 409A of the Management Agreements. The Aggregate TRS Priority Return Code and payments to TRSes pursuant to clause (5) of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretion, the regulations and Manager shall have no responsibility or liability in connection therewithguidance promulgated thereunder.

Timing of Payments. Payment of any undisputed amounts invoiced to the Aggregate Facility Expenses, excluding Authority by the Aggregate Base Fee, GEC shall be made in as follows: (i) For amounts invoiced by the ordinary course GEC for Services which are reimbursable by TxDOT pursuant to a toll equity grant, financial assistance agreement, or any other form of businessfinancial assistance, the Authority shall submit a payment request to TxDOT within fifteen (15) days of receipt of a conforming invoice from the GEC. The Aggregate Base Fee and accrued interest, if any, Payment shall be paid on due to the first Business Day of each calendar month, in advance, based upon Manager’s then estimate GEC from the Authority within thirty (30) days of the prior monthAuthority’s Aggregate Gross Revenuesreceipt of payment from TxDOT. The Aggregate TRS Priority Return and accrued interest, if any, Amounts of the type described in this subparagraph (i) outstanding for more than sixty (60) days after the Authority’s receipt of payment from TxDOT shall be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may be. If the Aggregate Base Fee is not paid in full for any calendar year, the unpaid amount shall bear accrue interest at the Interest Rate and such unpaid amount and accrued interest shall continue prime rate as published in the Wall Street Journal (or other accepted financial journal in the event that the Wall Street Journal ceases publication or fails to be payable pursuant include current prime rates within its reported information) on the date payment is due or the first business day thereafter if the due date is a weekend or federal holiday (the “Prime Rate”). Notwithstanding anything to clause (2) of Section 3.01 the contrary in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any calendar yearthis Agreement, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 shall be paid on the last Business Day of the January following the end of each calendar year, in arrears, and shall be based upon the Aggregate Annual Statement for such calendar year. Additional adjustments to all payments will be made on an annual basis based upon any audits conducted pursuant to Section 6.03 of the Management Agreements. The Aggregate TRS Priority Return and payments to TRSes pursuant to clause (5) of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretion, and Manager Authority shall have no responsibility for payment of amounts which are submitted to TxDOT for reimbursement under a toll equity grant, financial assistance agreement, or liability any form of financial assistance but which TxDOT refuses to pay, in connection therewithwhole or in part, for any reason. (ii) For amounts invoiced by the GEC to the Authority for all properly authorized Services which are not subject to reimbursement by TxDOT, payment shall be due within thirty (30) days of receipt by the Authority of the invoice and all necessary supporting documentation. Past due amounts shall accrue interest at the lesser of the maximum rate allowed by law or the Prime Rate. In the event that more than $200,000 of costs of the type described in this subparagraph (ii) are due and payable for more than ninety (90) days, the GEC shall be entitled, upon thirty (30) days prior written notice to the Authority, to cease performing any further Services for the Authority which is not of a type which is subject to reimbursement by TxDOT. (iii) Any amounts invoiced to the Authority by the GEC and for which the Authority disputes payment, or reimbursable amounts disputed by TxDOT, the period for payment for said disputed amounts shall not commence until such dispute is resolved.

Timing of Payments. Payment of the Aggregate Facility Expenses, excluding the Aggregate Base Fee, shall be made in the ordinary course of business. The Aggregate Base Fee and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues. The Aggregate TRS Priority Return and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSesTRS. The Aggregate Base Fee and Aggregate TRS TRS’s Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSesTRS, as the case may be. If any installment of the Aggregate Base Fee is not paid in full for any calendar year, the unpaid amount shall bear interest at the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in full. If or the Aggregate TRS Priority Return is not paid in full for any calendar yearwhen due, the unpaid amount it shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due accrue and bear interest at the Interest Rate for the purposes of Section 5.01Rate. Amounts payable pursuant to clause (5) of Section 3.01 The Aggregate Incentive Fee and Aggregate TRS Residual Payment shall be paid on the last Business Day of the January calendar month following the end of each calendar yearmonth to which such Aggregate Incentive Fee and Aggregate TRS Residual Payment relate, in arrears, and shall be based upon the Aggregate Annual Statement for such calendar yearMonthly Statements. Additional adjustments to all payments will be made on an annual basis based upon the Aggregate Monthly Statements for the full calendar year and any audits conducted pursuant to Section 6.03 of the Management Agreements. The Aggregate TRS Priority Return and payments to TRSes pursuant to clause (5) of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretion, and Manager shall have no responsibility or liability in connection therewith.Management

Timing of Payments. A. Payment of the Aggregate Facility ExpensesDeductions, excluding the Aggregate Base Management Fee, the Aggregate Reservation Fee and the Aggregate System Fee, shall be made in the ordinary course of business. The Aggregate Base Fee Management Fee, the Aggregate Reservation Fee, the Aggregate System Fee, the Aggregate Owner’s Priority, the Aggregate FF&E Reserve Deposit, and accrued interest, if any, the Aggregate Owner’s Residual Payment shall be paid on or before the first Business Day twentieth (20th) day after the end of each calendar month, in advance, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues. The Aggregate TRS Priority Return and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues or Aggregate Gross Room Revenues, as the case may, be for such month as reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may beStatement for such month. If any installment of the Aggregate Base Management Fee, the Aggregate Reservation Fee, the Aggregate System Fee or the Aggregate Owner’s Priority is not paid in full for any calendar yearwhen due, the unpaid amount it shall bear accrue interest at the Interest Rate Rate. Calculations and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) payments of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any FF&E Reserve Deposit and/or the Aggregate Owner’s Residual Payment with respect to each calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 month within a calendar year shall be paid on the last Business Day of the January following the end of each calendar year, in arrears, and shall be accounted for cumulatively based upon the year-to-date Aggregate Annual Operating Profit as reflected in the Aggregate Monthly Statement for such calendar month and shall be adjusted to reflect distributions for prior calendar months in such year. Additional adjustments to all payments will be made on an annual basis based upon the Aggregate Annual Operating Statement for the Year and any audits audit conducted pursuant to Section 6.03 4.02 of the Management Agreements. B. Subject to Section 3.02.C, if the portion of Aggregate Gross Revenues to be distributed to Managers or Owners pursuant to Section 3.01 is insufficient to pay amounts then due in full, any amounts left unpaid shall be paid from and to the extent of Aggregate Gross Revenues available therefor at the time distributions are made in successive calendar months until such amounts are paid in full, together with interest thereon, if applicable, and such payments shall be made from such available Aggregate Gross Revenues in the same order of priority as other payments made on account of such items in successive calendar months. C. Other than with respect to Aggregate Reimbursable Advances, calculations and payments of the fees and other payments in Section 3.01 and distributions of Aggregate Gross Revenues within a Year shall be accounted for cumulatively within a Year but shall not be cumulative from one Year to the next. Calculations and payments of Aggregate Reimbursable Advances shall be accounted for cumulatively within a Year and shall be cumulative from one Year to the next. D. The Aggregate TRS Priority Return Owner’s Priority, the Pooled FF&E Reserves and payments to TRSes pursuant to clause (5) of Section 3.01 the Aggregate Owner’s Residual Payment shall be allocated among TRSes Owners as TRSes Owners shall determine in their sole discretiondiscretion and Managers shall have no responsibility or liability in connection therewith. The Aggregate Incentive Management Fee, Aggregate Base Management Fee, the Aggregate Reservation Fee and Manager the Aggregate System Fee shall be allocated among Managers as Managers shall determine in their sole discretion and Owners shall have no responsibility or liability in connection therewith.

Timing of Payments. Payment (a) Payments by Subsidiaries of their respective amounts of federal estimated taxes based upon the Aggregate Facility Expensesamount reasonably anticipated to be due for each period, excluding computed pursuant to the Aggregate Base Feeprinciples set forth in this Agreement in respect of a Subsidiary Taxable Period, shall be made to Parent in immediately available funds no later than each date on which such Subsidiaries would be required to make a payment of Tax for such period on an estimated basis to the IRS if it were not includible in the ordinary course Parent Consolidated Group tax return. (b) By the fifteenth day of business. The Aggregate Base Fee the third month following the close of each taxable year, each Subsidiary shall in good faith estimate the amount of its Separate Tax Liability for the preceding Subsidiary Taxable Period, and accrued interestpay to Parent the amount, if any, by which such estimate exceeds the amounts paid to Parent with respect to such Subsidiary's Subsidiary Taxable Period pursuant to subsection (a) of this Section 6. (c) Within thirty days after the filing of a Parent Consolidated Return which includes a Subsidiary, such Subsidiary shall be paid on pay to Parent the first Business Day of each calendar month, in advance, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues. The Aggregate TRS Priority Return and accrued interestexcess, if any, of the Filed Separate Tax Liability of such Subsidiary over amounts previously remitted with respect to such taxable year pursuant to subsections (a) and (b) of this Section 6, and Parent shall pay to a Subsidiary any excess of amounts previously received pursuant to subsections (a) and (b) over the Filed Separate Tax Liability of such Subsidiary and any Separate Tax Benefit due such Subsidiary. (d) Any payments required to be made by Parent to a Subsidiary pursuant to Section 4 of this Agreement shall be paid on made within 10 days of the first Business Day receipt by Parent of each calendar monthnotice that a payment requiring indemnification under Section 4 has been made by such Subsidiary. (e) When any payment required by this Agreement to be made from one party to the other has not been made by the expiration of 30 days from the date such payment hereunder is required, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may be. If the Aggregate Base Fee is not paid in full for any calendar year, the unpaid amount amounts shall bear interest from the date such payment is required at the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 shall be paid on the last Business Day of the January following the end of each calendar year, in arrears, and shall be based upon the Aggregate Annual Statement for such calendar year. Additional adjustments to all payments will be made on an annual basis based upon any audits conducted pursuant to Section 6.03 of the Management Agreements. The Aggregate TRS Priority Return and payments to TRSes pursuant to clause (5) of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretion, and Manager shall have no responsibility or liability in connection therewithLIBOR plus 1% compounded quarterly.

Timing of Payments. Payment of the Aggregate Facility ExpensesDeductions, excluding the Aggregate Base Management Fee, the Reservation Fee and the System Fee, shall be made in the ordinary course of business. The Aggregate Base Management Fee, the Reservation Fee and accrued interest, if any, the System Fee shall be paid on the first last Business Day of each calendar month, in advancearrears, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues or Gross Room Revenues, as the case may be, as reflected in the Monthly Statement for such prior month. The Aggregate TRS Owner’s Priority Return and accrued interest, if any, shall be paid on the first last Business Day of each calendar month, in advance arrears, in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may beOwner. If any installment of the Aggregate Base Management Fee, the Reservation Fee, the System Fee or the Owner Priority is not paid in full for any calendar yearwhen due, the unpaid amount it shall bear accrue interest at the Interest Rate Rate. The Incentive Fee and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 Owner’s Residual Payment shall be paid on the last Business Day of the January calendar month following the end of each calendar yearquarter to which such Incentive Fee and/or Owner’s Residual Payment relates, in arrears, based upon the year-to-date Operating Profit as reflected in the Monthly Statement for the last calendar month of such calendar quarter and shall be based upon adjusted, after the Aggregate Annual Statement first calendar quarter, to reflect distributions for such prior calendar yearquarters. Additional adjustments to all payments will be made on an annual basis based upon the Annual Operating Statement for the Year and any audits audit conducted pursuant to Section 6.03 4.02. If the portion of Gross Revenues to be distributed to Manager or Owner pursuant to Section 3.02 is insufficient to pay amounts then due in full, any amounts left unpaid shall be paid from and to the extent of Gross Revenues available therefor at the time distributions are made in successive calendar months until such amounts are paid in full, together with interest thereon, if applicable, and such payments shall be made from such available Gross Revenues in the same order of priority as other payments made on account of such items in successive calendar months. Calculations and payments of the Management Agreementsfees and other payments in Section 3.02 and distributions of Gross Revenues within a Year shall be accounted for cumulatively within a Year, but shall not be cumulative from one Year to the next. The Aggregate TRS Priority Return Calculations and payments to TRSes pursuant to clause (5) of Section 3.01 Reimbursable Advances shall be allocated among TRSes as TRSes shall determine in their sole discretionaccounted for cumulatively within a Year, and Manager shall have no responsibility or liability in connection therewithbe cumulative from one Year to the next.

Timing of Payments. Payment Accrued Salary shall be paid no later than 10 days following the termination of the Aggregate Facility ExpensesEmployment Period. Severance Payments and Vested Benefits Enhancements, excluding together with interest thereon based on prevailing short term rates for the Aggregate Base Fee, shall be made in period between the ordinary course date of business. The Aggregate Base Fee payment and accrued interest, if anythe termination of the Employment Period, shall be paid on during the first Business Day of each calendar month, in advance, based upon Manager’s then estimate 10 day period following the six month anniversary of the prior month’s Aggregate Gross Revenuestermination of the Employment Period, unless earlier payment is permitted in accordance with guidance provided under Section 409A of the Code. The Aggregate TRS Priority Return and accrued interest, if any, Pro-Rata Target Bonus shall be paid on as follows: (a) if the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due Employment Period terminates in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases first, second or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may be. If the Aggregate Base Fee is not paid in full for third calendar quarter of any particular calendar year, then the unpaid amount Pro-Rata Target Bonus shall bear interest at be paid no later than 10 days following the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause termination of the Employment Period; or (2b) if the Employment Period terminates in the fourth calendar quarter of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any particular calendar year, then the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 Pro-Rata Target Bonus shall be paid on no later than the last Business Day same time as similar awards are paid to other executives participating in the plans or programs under which the awards are paid, but in no event later than 31 March of the January calendar year following the end of each such fourth calendar year, in arrears, quarter. Vested Benefits and Equity Awards shall be based upon paid no later than the Aggregate Annual Statement time for such calendar yearpayment Determined Under the Applicable Plan except as otherwise expressly superseded or modified by this Agreement. Additional adjustments to all payments will Tax Reimbursement Payments shall be made on an annual basis based upon any audits conducted paid at the time specified in Section 6 hereof. Notwithstanding the foregoing, solely for purposes of amounts payable pursuant to Section 6.03 5 hereof, if any amount payable to Executive pursuant to Section 5 would be nondeductible by the Company under Section 162(m) of the Management Agreements. The Aggregate TRS Priority Return and payments to TRSes pursuant to clause (5) Code if paid in the year of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretionExecutive’s termination, and Manager the Company shall have no responsibility or liability the option of paying such nondeductible amount, with interest at the one-year treasury ▇▇▇▇ rate as in connection therewitheffect on the date of such termination as reported in the Wall Street Journal, on the first day of the second calendar quarter in the year following such termination.

Timing of Payments. A. Payment of the Aggregate Facility ExpensesDeductions, excluding the Aggregate Base Management Fee, the Aggregate Reservation Fee and the Aggregate System Fee, shall be made in the ordinary course of business. The Aggregate Base Fee Management Fee, the Aggregate Reservation Fee, the Aggregate System Fee, the Aggregate Owner’s Priority, the Aggregate FF&E Reserve Deposit, and accrued interest, if any, the Aggregate Owner’s Residual Payment shall be paid on or before the first Business Day twentieth (20th) day after the end of each calendar month, in advance, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues. The Aggregate TRS Priority Return and accrued interest, if any, shall be paid on the first Business Day of each calendar month, in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues or Aggregate Gross Room Revenues, as the case may, be for such month as reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may beStatement for such month. If any installment of the Aggregate Base Management Fee, the Aggregate Reservation Fee, the Aggregate System Fee or the Aggregate Owner’s Priority is not paid in full for any calendar yearwhen due, the unpaid amount it shall bear accrue interest at the Interest Rate Rate. Calculations and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) payments of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any FF&E Reserve Deposit and/or the Aggregate Owner’s Residual Payment with respect to each calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 month within a calendar year shall be paid on the last Business Day of the January following the end of each calendar year, in arrears, and shall be accounted for cumulatively based upon the year-to-date Aggregate Annual Operating Profit as reflected in the Aggregate Monthly Statement for such calendar month and shall be adjusted to reflect distributions for prior calendar months in such year. Additional adjustments to all payments will be made on an annual basis based upon the Aggregate Annual Operating Statement for the Year and any audits audit conducted pursuant to Section 6.03 4.02 of the Management Agreements. B. Subject to Section 3.02.C, if the portion of Aggregate Gross Revenues to be distributed to Managers or Owners pursuant to Section 3.01 is insufficient to pay amounts then due in full, any amounts left unpaid shall be paid from and to the extent of Aggregate Gross Revenues available therefor at the time distributions are made in successive calendar months until such amounts are paid in full, together with interest thereon, if applicable, and such payments shall be made from such available Aggregate Gross Revenues in the same order of priority as other payments made on account of such items in successive calendar months. C. Other than with respect to Aggregate Reimbursable Advances, calculations and payments of the fees and other payments in Section 3.01 and distributions of Aggregate Gross Revenues within a Year shall be accounted for cumulatively within a Year but shall not be cumulative from one Year to the next. Calculations and payments of Aggregate Reimbursable Advances shall be accounted for cumulatively within a Year and shall be cumulative from one Year to the next. D. The Aggregate TRS Priority Return Owner’s Priority, the Pooled FF&E Reserves and payments to TRSes pursuant to clause (5) of Section 3.01 the Aggregate Owner’s Residual Payment shall be allocated among TRSes Owners as TRSes Owners shall determine in their sole discretiondiscretion and Managers shall have no responsibility or liability in connection therewith. 4883-2871-0401, v.1 The Aggregate Incentive Management Fee, Aggregate Base Management Fee, the Aggregate Reservation Fee and Manager the Aggregate System Fee shall be allocated among Managers as Managers shall determine in their sole discretion and Owners shall have no responsibility or liability in connection therewith.

Timing of Payments. Payment Within thirty (30) days following the satisfaction of the Aggregate Facility ExpensesConstruction Conditions or a Tonnage Condition, excluding and, in any event, within forty-five (45) days following each calendar year prior to the Aggregate Base Feeearlier of December 31, 2025 and the payment of the Sixth Milestone Payment, Parent shall prepare and deliver to the Stockholders’ Representative a statement certified by Parent’s Chief Financial Officer or Chief Executive Officer setting forth (A) the status of the Construction Condition and the Tonnage Conditions, including a description of the status, in reasonable detail, of the PRB Expansion and (B) whether facts or circumstances have arisen to Parent’s knowledge that are likely to give rise to a deduction from the Construction Milestone Payment or any Coal Milestone Payment in respect of a F▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, 409A Amount or an LC Amount (the “Milestone Statement”). Notwithstanding the foregoing and solely with respect to any of the above-described amounts payable after the fifth (5th) anniversary of the Effective Time in respect of any portion of the Equityholder’s Percentages which are attributable to interests under the Bonus Share Plans or the Warrant Agreement dated November 4, 2005, between the Company and K▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the holders of such Equityholder’s Percentages, the “Restricted Equityholders”), which Equityholders and their applicable Equityholder’s Percentages shall be made identified in a writing delivered by the ordinary course Stockholders’ Representative to Parent at least thirty (30) days prior to the fifth (5th) anniversary of business. The Aggregate Base Fee and accrued interestthe Effective Time, if any, such payments shall not be paid on to the first Business Day of each calendar month, in advance, based upon Manager’s then estimate Stockholders’ Representative or any Restricted Equityholder prior to January 1 of the prior month’s Aggregate Gross Revenues. The Aggregate TRS Priority Return and accrued interest, if any, shall be paid on calendar year next following the first Business Day of each calendar month, year in advance in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing which a Construction Condition or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSesTonnage Condition, as the case may be. If the Aggregate Base Fee is not paid in full for any calendar year, the unpaid amount shall bear interest at the Interest Rate occurs and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in full. If the Aggregate TRS Priority Return is not paid in full for any calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 shall be paid in such next following year on the last later of the first Business Day of such year or the January date the amount would otherwise be paid to the Stockholders’ Representative (and promptly paid to the Restricted Equityholders by the Stockholders’ Representative on receipt) as provided herein. The preceding sentence shall not, however, be interpreted as interfering with or as a waiver of Parent’s right to enforce its legal rights as provided above, provided that the parties hereto agree that if there is a dispute or payment thereafter as a result of a dispute it shall be paid in a manner that satisfies the requirements of Treasury regulation section 1.409A-3(g). The Milestone Statement shall become final and binding upon the parties on the sixtieth (60th) day following receipt thereof by the Stockholders’ Representative unless the Stockholders’ Representative gives written notice of its disagreement with the Milestone Statement (“Notice of Disagreement”) to Parent before such date. Any Notice of Disagreement must set forth in reasonable detail the nature of any disagreement. During the 30-day period following the delivery of a Notice of Disagreement, the Stockholders’ Representative and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of each calendar yearsuch 30-day period, in arrearsthe Stockholders’ Representative and Parent have not reached agreement on all such matters, then the Stockholders’ Representative and Parent shall be entitled to seek such other remedies as may be available at Law. Not later than the tenth (10th) day following the date the Milestone Statement becomes final, whether automatically because the Stockholders’ Representative does not provide a Notice of Disagreement, by agreement of Parent and the Stockholders’ Representative or otherwise, if the final Milestone Statement sets forth the satisfaction of the Construction Conditions or one or more Tonnage Conditions, as applicable, Parent shall cause the Surviving Corporation to deposit by wire transfer of immediately available funds to (i) a single bank account specified by the Stockholders’ Representative, the Construction Milestone Payment or the applicable Coal Milestone Payment(s), less, as applicable, any FIRPTA Amount, LC Amount, 409A Amount and 280G Amount and (ii) to the Escrow Account the Non-Releasing Equityholder Amount, if any. After deducting from any such Construction Milestone Payment or the applicable Coal Milestone Payment(s), as adjusted pursuant to the foregoing sentence, any amounts any Consultants are entitled to receive, which amounts Parent and the Stockholders’ Representative shall use commercially reasonable best efforts to agree upon within ten days of the Milestone Statement becoming final, and distributing such amounts to the Consultants as required, the Stockholders’ Representative shall be based upon distribute the Aggregate Annual Statement for remainder of such calendar yearConstruction Milestone Payment or Coal Milestone Payment(s), as applicable, among the Equityholders in proportion to their respective Equityholders’ Percentage or as otherwise agreed among the Equityholders and the Stockholders’ Representative. Additional adjustments Each party shall pay its own fees and expenses incurred during the 30-day review period with respect to all payments will be made on an annual basis based upon any audits conducted pursuant to Section 6.03 the resolution of the Management Agreements. The Aggregate TRS Priority Return and payments to TRSes pursuant to clause (5) a Notice of Section 3.01 shall be allocated among TRSes as TRSes shall determine in their sole discretion, and Manager shall have no responsibility or liability in connection therewithDisagreement.

Timing of Payments. Payment of the Aggregate Facility ExpensesDeductions, excluding the Aggregate Base Management Fee, shall be made in the ordinary course of business. The Aggregate Base Fee and accrued interestManagement Fee, if any, shall be paid on the first last Business Day of each calendar month, in advancearrears, based upon Manager’s then estimate of the prior month’s Aggregate Gross Revenues or Gross Room Revenues, as the case may be, as reflected in the Monthly Statement for such prior month. The Aggregate TRS Owner’s Priority Return and accrued interest, if any, shall be paid on the first last Business Day of each calendar month, in advance arrears, in approximately equal monthly installments, based upon Aggregate Invested Capital most recently reported to Manager by TRSes. The Aggregate Base Fee and Aggregate TRS Priority Return shall be subject to adjustment by increasing or decreasing the payment due in the following month based upon Aggregate Gross Revenues reflected in the Aggregate Monthly Financial Statements and increases or decreases in Aggregate Invested Capital reported to Manager by TRSes, as the case may beOwner. If any installment of the Aggregate Base Fee Management Fee, or the Owner Priority is not paid in full for any calendar yearwhen due, the unpaid amount it shall bear accrue interest at the Interest Rate and such unpaid amount and accrued interest shall continue to be payable pursuant to clause (2) of Section 3.01 in subsequent years until paid in fullRate. If the Aggregate TRS Priority Return is not paid in full for any calendar year, the unpaid amount shall not continue to be payable pursuant to clause (3) of Section 3.01 in subsequent years, but shall continue to be due and bear interest at the Interest Rate for the purposes of Section 5.01. Amounts payable pursuant to clause (5) of Section 3.01 The Owner’s Residual Payment shall be paid on the last Business Day of the January calendar month following the end of each calendar yearquarter to which such Owner’s Residual Payment relates, in arrears, based upon the year-to-date Operating Profit as reflected in the Monthly Statement for the last calendar month of such calendar quarter and shall be based upon adjusted, after the Aggregate Annual Statement first calendar quarter, to reflect distributions for such prior calendar yearquarters. Additional adjustments to all payments will be made on an annual basis based upon the Annual Operating Statement for the Year and any audits audit conducted pursuant to Section 6.03 4.02.B. If the portion of Gross Revenues to be distributed to Manager or Owner pursuant to Section 3.02 is insufficient to pay amounts then due in full, any amounts left unpaid shall be paid from and to the extent of Gross Revenues available therefor at the time distributions are made in successive calendar months until such amounts are paid in full, together with interest thereon, if applicable, and such payments shall be made from such available Gross Revenues in the same order of priority as other payments made on account of such items in successive calendar months. Calculations and payments of the Management Agreementsfees and other payments in Section 3.02 and distributions of Gross Revenues within a Year shall be accounted for cumulatively within a Year, but shall not be cumulative from one Year to the next. The Aggregate TRS Priority Return Calculations and payments to TRSes pursuant to clause (5) of Section 3.01 Reimbursable Advances shall be allocated among TRSes as TRSes shall determine in their sole discretionaccounted for cumulatively within a Year, and Manager shall have no responsibility or liability in connection therewithbe cumulative from one Year to the next.