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When I talk about hotel management agreements I typically would like to start out with the worst case scenario because that is what I see when an issue with the hotel management typically walks in my door or, whether it's the problem, or a hotel owner or manager would like my help in negotiating and finalizing the hotel management agreement, I usually like to frame it from the point of what's the worst case scenario that can happen. And in my perspective the worst case is when the hotel owner terminates the hotel management agreement. Typically, citing lack of fiscal responsibility on the part of the hotel management company or hotel manager, the owner may claim monetary damages for alleged financial losses and, in the worst case, the owner may allege gross negligence, wrongful acts or fraud on the behalf of the hotel management company. And those are all allegations in an effort to terminate the agreement and avoid paying compensation to the hotel management company. So to avoid that situation it is important for hotel management companies to comply with their hotel management agreements. Typically, the most important portions of a hotel management agreement are the provisions that deal with an annual operating budget and a capital additions budget. An annual operating budget there will be monthly P&L estimates and departmental budgets, with which the hotel manager needs to comply, and there will be capital additions budgets that provide estimated capital expenditures for the year, categorized by departments and providing refurbishing details on replacing furniture, fixtures and equipment. It is important to get the hotel owner's consent if you're going to exceed those budgets. With respect to hotel management agreements, another important aspect is to report to the owner so financial reporting provisions are extremely important for hotel management companies to comply with and make sure that they communicate monthly and annually to the owner as to the financial status of the hotel property. There are monthly reports with balance sheets, detailed P&L statements and management fee expenses that need to be provided to the owner on a monthly basis. And then at the end of the year you'll have annual reports to the hotel owner providing an annual balance sheet, detailed P&L statement and also reconciling the management fees and expenses for the year. Now these hotel manager agreements typically cite compliance standards with which you'll be reporting financially. Often they're citing general generally accepted accounting principles, or "GAAP" compliance. Often they'll cite the uniform system of accounts for the lodging industry, the most recent addition. there'll be provisions for audits. There may be provisions that talk about what the industry standard is to deviate from your budgets. And finally it's in the best case for both parties to have force majeure provisions so if there are things that are out of hotel management companies control there are exceptions for expenses that may happen because of, say, an earthquake, or a fire or some other event that's out of the hotel management company's control where the costs end up being higher than expected. As I mentioned earlier in my presentation, obtaining the owners approval prior to going over a certain dollar threshold is extremely important to prevent disputes with the owner or potential termination of the hotel management agreement. It's important to get approval for corporate charges. It's also important to get approval for any overruns of allocated charges by department or otherwise. Another very risky area are capital projects. If you're renovating your hotel, expanding your hotel, building a new hotel, these are high budget risks where you're dealing with very large numbers in capital improvement projects or new builds and you need to make sure that you do whatever you can to finish the project within budget or otherwise have contingency plans if you're going out of budget. I often help hotel companies with their development and construction contracts and in those contracts we often have very detailed exhibits with plans and specifications detailing what will be built as well as a very detailed budget providing in lots of different detail and line-item spreadsheets exactly how much the expected costs will be for that hotel improvement, that project, with contingencies built in for some overrun fluctuation. And finally in those capital improvement projects, in the contracts, we'll make sure we have a project schedule so even if the the cost of the projects are within budget it's often time the delay in a project that makes the labor more expensive than anticipated and so it's very important to keep the project schedule as part of the contract to make sure the contract and the construction project is done within time. Sometimes there's some grace periods built-in for reasonableness but otherwise you need the incentives there to make sure the project is done on time and obviously on budget. In addition, there are issues of franchise compliance if you have a franchise agreement with a certain flag you'll need approval from the franchisor as to capital projects and budgets and and the type of finishes that you're having. And finally, you may have separate technical agreements with various consultants as well as the contractor and finishing those projects and those are agreements that you should have reviewed by an attorney experienced in those areas to make sure those are done properly and to prevent costs from being beyond the budget. That's hotel management agreements in a nutshell. I'm Sandip Soli with the Real Property Law Group. Please contact me if you have any questions. Thank you.