Common use of Accounts, Expenditures Clause in Contracts

Accounts, Expenditures. A. All funds derived from operation of the Hotel shall be deposited by Manager in Owner’s bank accounts (the “Operating Accounts”) established by Manager in a bank or banks designated by Manager with the concurrence of Owner. Withdrawals by Manager from said Operating Accounts shall be made solely by the General Manager or the Assistant General Manager of the Hotel, a senior officer of Manager or such other representatives of Manager whose signatures have been authorized by Manager with the concurrence of Owner. Reasonable xxxxx cash funds shall be maintained at the Hotel. B. Except as otherwise provided in this Agreement, all payments made by Manager hereunder shall be made from the Operating Accounts, xxxxx cash funds, or from the Reserve (in accordance with Section 5.02). Manager shall not be required to make any advance or payment with respect to the Hotel except out of such funds, and Manager shall not be obligated to incur any liability or obligation with respect to the Hotel unless resulting from acts or omissions of Manager that are in violation of or inconsistent with this Agreement or from Manager’s negligence or misconduct (each, “Manager’s Liability” and, collectively, “Manager’s Liabilities”). C. Debts and liabilities (other than Manager’s Liabilities) incurred by Manager as a result of its operation and management of the Hotel pursuant to the terms hereof, whether asserted before or after Termination, will be paid by Owner to the extent funds are not available for that purpose from Gross Revenues, and Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability, and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Owner’s failure to pay or perform such debts and liabilities. Manager shall pay, indemnify, defend and hold Owner harmless from and against all Manager’s Liabilities and all loss, costs, liability and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Manager’s failure to pay or perform Manager’s Liabilities. The provisions of this Section 4.03.C shall survive Termination.

Accounts, Expenditures. A. All funds derived from operation of the Hotel Inn shall be deposited by Manager in Owner’s bank accounts (the “"Operating Accounts”") established by Manager in a bank or banks designated by Manager with the concurrence of OwnerManager. Withdrawals by Manager from said Operating Accounts shall be made solely by the General Manager or the Assistant General Manager of the Hotel, a senior officer of Manager or such other representatives of Manager whose signatures have been authorized by Manager with the concurrence of Ownerauthorized. Reasonable xxxxx cash funds shall be maintained at the HotelInn. B. Except as otherwise provided in this Agreement, all All payments made by Manager hereunder shall be made from the Operating Accounts, xxxxx cash funds, or from the Reserve (in accordance with Section 5.02). Manager shall not be required to make any advance or payment with respect to the Hotel Inn except out of such funds, and Manager shall not be obligated to incur any liability or obligation with respect to the Hotel unless resulting Inn. In any event, if any such liability or obligation is incurred by Manager with respect to the Inn, Manager shall have the option to deduct such amounts from acts or omissions Owner's share of Operating Profit if Owner has not fully reimbursed Manager for said amounts within ten (10) days after Owner's receipt of notice from Manager that said amounts are in violation of or inconsistent with this Agreement or from Manager’s negligence or misconduct (each, “Manager’s Liability” and, collectively, “Manager’s Liabilities”)due. C. Debts and liabilities (other than Manager’s Liabilities) incurred by Manager as a result of its operation and management of the Hotel Inn pursuant to the terms hereof, whether asserted before or after Termination, will be paid by Owner to the extent funds are not available for that purpose from Gross Revenues, and ; Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability, and damage (including, without limitation, reasonable attorneys’ ' fees and expenses) arising from Owner’s 's failure to pay or perform such debts and liabilities. Manager shall pay, indemnify, defend ; and hold Owner harmless from and against all Manager’s Liabilities and all loss, costs, liability and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Manager’s failure to pay or perform Manager’s Liabilities. The the provisions of this Section 4.03.C 4.03.C. shall survive Termination.

Accounts, Expenditures. A. All funds derived from operation of the Hotel shall be deposited by Manager in Owner’s bank accounts (the “Operating Accounts”) established by Manager in a bank or banks designated by Manager with the concurrence of Owner. Withdrawals by Manager from said Operating Accounts shall be made solely by the General Manager or and either the Assistant General Manager or Accounting Manager of the Hotel, a senior officer of Manager or such other representatives of Manager whose signatures have been authorized by Manager with the concurrence of Owner. Reasonable xxxxx cash funds shall be maintained at the Hotel. B. Except as otherwise provided in this Agreement, all payments made by Manager hereunder shall be made from the Operating Accounts, xxxxx cash funds, or from the Reserve (in accordance with Section 5.02). Manager shall not be required to make any advance or payment with respect to the Hotel except out of such funds, and Manager shall not be obligated to incur any liability or obligation with respect to the Hotel unless resulting from acts or omissions of Manager that are in violation of or inconsistent with this Agreement or from Manager’s negligence or misconduct (each, “Manager’s Liability” and, collectively, “Manager’s Liabilities”). C. Debts and liabilities (other than Manager’s Liabilities) incurred by Manager as a result of its operation and management of the Hotel pursuant to the terms hereof, whether asserted before or after Termination, will be paid by Owner to the extent funds are not available for that purpose from Gross Revenues, and Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability, and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Owner’s failure to pay or perform such debts and liabilities. Manager shall pay, indemnify, defend and hold Owner harmless from and against all Manager’s Liabilities and all loss, costs, liability and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Manager’s failure to pay or perform Manager’s Liabilities. The provisions of this Section 4.03.C shall survive Termination.

Accounts, Expenditures. A. All funds derived from operation of the Hotel shall be deposited by Manager in Owner’s bank accounts (the “Operating Accounts”) established by Manager in a bank or banks designated by Manager with the concurrence of OwnerManager. Withdrawals by Manager from said Operating Accounts shall be made solely by the General Manager or the Assistant General Manager of the Hotel, a senior officer of Manager or such other representatives of Manager whose signatures have been authorized by Manager with the concurrence of Ownerauthorized. Reasonable xxxxx cash funds shall be maintained at the Hotel. B. Except as otherwise provided in this Agreement, all All payments made by Manager hereunder shall be made from the Operating Accounts, xxxxx cash funds, or from the Reserve (in accordance with Section 5.02). Manager shall not be required to make any advance or payment with respect to the Hotel except out of such funds, and Manager shall not be obligated to incur any liability or obligation with respect to the Hotel unless resulting Hotel. In any event, if any such liability or obligation is incurred by Manager with respect to the Hotel, Manager shall have the option to deduct such amounts from acts or omissions Owner’s share of Operating Profit if Owner has not fully reimbursed Manager for said amounts within ten (10) days after Owner’s receipt of notice from Manager that said amounts are in violation of or inconsistent with this Agreement or from Manager’s negligence or misconduct (each, “Manager’s Liability” and, collectively, “Manager’s Liabilities”)due. C. Debts and liabilities (other than Manager’s Liabilities) incurred by Manager as a result of its operation and management of the Hotel pursuant to the terms hereof, whether asserted before or after Termination, will be paid by Owner to the extent funds are not available for that purpose from Gross Revenues, and ; Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability, and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Owner’s failure to pay or perform such debts and liabilities. Manager shall pay, indemnify, defend ; and hold Owner harmless from and against all Manager’s Liabilities and all loss, costs, liability and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Manager’s failure to pay or perform Manager’s Liabilities. The the provisions of this Section 4.03.C 4.03.C. shall survive Termination.

Accounts, Expenditures. A. All funds derived from operation of the Hotel shall be deposited by Manager in Owner’s bank accounts (the “Operating Accounts”) established by Manager in a bank or banks designated by Manager with the concurrence of Owner, which shall not be unreasonably withheld. Withdrawals by Manager from said Operating Accounts shall be made solely by the General Manager or the Assistant General Manager of the Hotel, a senior officer of Manager or such other representatives of Manager whose signatures have been authorized by Manager with the concurrence of Owner. Reasonable xxxxx cash funds shall be maintained at the Hotel. B. Except as otherwise provided in this Agreement, all payments made by Manager hereunder shall be made from the Operating Accounts, xxxxx cash funds, or from the Reserve (in accordance with Section 5.02). Manager shall not be required to make any advance or payment with respect to the Hotel except out of such funds, and Manager shall not be obligated to incur any liability or obligation with respect to the Hotel unless resulting from acts or omissions of Manager that are in violation of or inconsistent with this Agreement or from Manager’s gross negligence or intentional misconduct (each, “Manager’s Liability” and, collectively, “Manager’s Liabilities”). C. Debts and liabilities (other than Manager’s Liabilities) incurred by Manager as a result of its operation and management of the Hotel pursuant to the terms hereof, whether asserted before or after Termination, will be paid by Owner to the extent funds are not available for that purpose from Gross Revenues, and Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability, and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Owner’s failure to pay or perform such debts and liabilities. Manager shall pay, indemnify, defend and hold Owner harmless from and against all Manager’s Liabilities and all loss, costs, liability and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Manager’s failure to pay or perform Manager’s Liabilities. The provisions of this Section 4.03.C shall survive Termination.

Accounts, Expenditures. A. All funds derived from operation of the Hotel shall be deposited by Manager in Owner’s bank accounts (the “Operating Accounts”) established by Manager in a bank or banks designated by Manager with the concurrence of Owner. Withdrawals by Manager from said such Operating Accounts shall be made solely by the General Manager or the Assistant General Manager of the Hotel, a senior officer of Manager or such other representatives of Manager whose signatures have been authorized by Manager with the concurrence of Owner. Reasonable xxxxx cash funds shall be maintained at the Hotel. B. Except as otherwise provided in this Agreement, all payments made by Manager hereunder shall be made from the Operating Accounts, xxxxx cash funds, or from the Reserve (in accordance with Section 5.02). Manager shall not be required to make any advance or payment with respect to the Hotel except out of such funds, and Manager shall not be obligated to incur any liability or obligation with respect to the Hotel unless resulting from acts or omissions of Manager that are in violation of or inconsistent with this Agreement or from Manager’s negligence or misconduct (each, “Manager’s Liability” and, collectively, “Manager’s Liabilities”). C. Debts and liabilities (other than Manager’s Liabilities) incurred by Manager as a result of its operation and management of the Hotel pursuant to the terms hereof, whether asserted before or after Termination, will be paid by Owner to the extent funds are not available for that purpose from Gross Revenues, and Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability, and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Owner’s failure to pay or perform such debts and liabilities. Manager shall pay, indemnify, defend and hold Owner harmless from and against all Manager’s Liabilities and all loss, costs, liability and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Manager’s failure to pay or perform Manager’s Liabilities. The provisions of this Section 4.03.C shall survive Termination.

Accounts, Expenditures. A. All funds derived from operation of the Hotel shall be deposited by Manager in Owner’s bank accounts (the “Operating Accounts”) established by Manager in a bank or banks designated by Manager with the concurrence of Owner. Withdrawals by Manager from said Operating Accounts shall be made solely by the General Manager or the Assistant General Manager of the Hotel, a senior officer of Manager or such other representatives of Manager whose signatures have been authorized by Manager with the concurrence of Owner. Reasonable xxxxx cash funds shall be maintained at the Hotel. B. Except as otherwise provided in this Agreement, all payments made by Manager hereunder shall be made from the Operating Accounts, xxxxx cash funds, or from the Reserve (in accordance with Section 5.02). Manager shall not be required to make any advance or payment with respect to the Hotel except out of such funds, and Manager shall not be obligated to incur any liability or obligation with respect to the Hotel unless resulting from acts or omissions of Manager that are in violation of or inconsistent with this Agreement or from Manager’s negligence or misconduct misconduct, or breach of representation or warranty or default by Manager (each, “Manager’s Liability” and, collectively, “Manager’s Liabilities”). C. Debts and liabilities (other than Manager’s Liabilities) incurred by Manager as a result of its operation and management of the Hotel pursuant to the terms hereof, whether asserted before or after Termination, will be paid by Owner to the extent funds are not available for that purpose from Gross Revenues, and Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability, and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Owner’s failure to pay or perform such debts and liabilities. Manager shall pay, indemnify, defend and hold Owner harmless from and against all Manager’s Liabilities and all loss, costs, liability and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Manager’s failure to pay or perform Manager’s Liabilities. The provisions of this Section 4.03.C shall survive Termination.

Accounts, Expenditures. A. All escrow reserve accounts and funds derived from operation of the Hotel Inn shall be deposited by Manager in Owner’s a bank accounts (the “Operating Accounts”account(s) established by Manager in a bank or banks designated by Manager with the concurrence of OwnerManager. Withdrawals by Manager from said Operating Accounts accounts shall be made solely by the General Manager or the Assistant General Manager of the Hotel, a senior officer of Manager or such other representatives of Manager whose signatures have been authorized by Manager with the concurrence of Ownerauthorized. Reasonable xxxxx pxxxx cash funds shall be maintained at the HotelInn. B. Except as otherwise provided in this Agreement, all All payments made by Manager hereunder shall be made from the Operating Accountsauthorized bank accounts, xxxxx pxxxx cash funds, or from the Reserve (in accordance with Section 5.02)Working Capital. Manager shall not be required to make any advance or payment with respect to or for the Hotel account of Owner except out of such funds, and Manager shall not be obligated to incur any liability or obligation with respect for Owner’s account without assurances satisfactory to the Hotel unless resulting from acts or omissions of Manager that necessary funds for the discharge thereof will be provided by Owner. In any event, if any such liability or obligation is incurred by Manager for Owner’s account, Manager shall have the option to deduct such amounts from Owner’s share of Operating Profit if Owner has not fully reimbursed Manager for said amounts within ten (10) days after Owner’s receipt of notice from Manager that said amounts are in violation of or inconsistent with this Agreement or from Manager’s negligence or misconduct (each, “Manager’s Liability” and, collectively, “Manager’s Liabilities”)due. C. Debts and liabilities (other than Manager’s Liabilities) incurred by Manager as a result of its operation and management of the Hotel Inn pursuant to the terms hereof, whether asserted before or after Termination, will be paid by Owner to the extent funds are not available for that purpose from Gross Revenues, and ; Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability, and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Owner’s failure to pay or perform such debts and liabilities. Manager shall pay, indemnify, defend ; and hold Owner harmless from and against all Manager’s Liabilities and all loss, costs, liability and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Manager’s failure to pay or perform Manager’s Liabilities. The the provisions of this Section 4.03.C shall survive Termination.

Accounts, Expenditures. A. All funds derived from operation of the Hotel and Working Capital shall belong to and be the property of Owner and shall be deposited by Manager in Owner’s bank accounts (the “Operating Accounts”) established by Manager for Owner as Owner’s agent, in a bank or banks designated by Manager with and reasonably approved by Owner, provided, however, that if a Qualified Lender that holds a Qualified Loan designates a one or more specific banks located within reasonable proximity to the concurrence Hotel for any of Ownersuch Operating Accounts, then Manager shall establish Operating Accounts in the bank or banks so designated by such Qualified Lender. Authorized individuals who have signature authority shall be bonded or covered by fidelity insurance in amounts which are customarily obtained for similar hotels. Withdrawals by Manager from said Operating Accounts shall be made solely by the General Manager or the Assistant General Manager of the Hotel, a senior officer of Manager or such other representatives of Manager whose signatures have been authorized by Manager with the concurrence of Ownerauthorized. Reasonable xxxxx cash funds shall be maintained at the Hotel. B. Except as otherwise provided in this Agreement, all All payments made by Manager hereunder shall be made from the Operating Accounts, xxxxx cash funds, or from the Reserve (in accordance with Section 5.02)Working Capital. Manager shall not be required to make any advance or payment with respect to the Hotel except out of such funds, and Manager shall not be obligated to incur any liability or obligation with respect to the Hotel unless resulting Hotel. In any event, if any such liability or obligation is incurred by Manager with respect to the Hotel, Manager shall have the option to deduct such amounts from acts or omissions Owner’s share of Operating Profit if Owner has not fully reimbursed Manager for said amounts within ten (10) days after Owner’s receipt of notice from Manager that said amounts are in violation of or inconsistent with this Agreement or from Manager’s negligence or misconduct (each, “Manager’s Liability” and, collectively, “Manager’s Liabilities”)due. C. Debts and liabilities (other than Manager’s Liabilities) incurred by Manager as a result of directly related to its operation and management of the Hotel pursuant and otherwise reimbursable to Manager under the terms hereofof this Agreement, whether asserted before or after Termination, will be paid by Owner to the extent funds are not available for that purpose from Gross Revenues, Revenues and Manager shall have no responsibility for the payment of such liabilities unless adequate Hotel or Owner funds are available to Manager for such payment. Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability, and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Owner’s failure to pay or perform such debts and liabilities. Manager shall pay, indemnify, defend and hold Owner harmless from and against all Manager’s Liabilities and all loss, costs, liability and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Manager’s failure to pay or perform Manager’s Liabilities. The provisions of this Section 4.03.C shall survive Termination.

Accounts, Expenditures. A. All funds derived from operation of the Hotel and Working Capital shall be deposited by Manager in Owner’s bank accounts (the “Operating Accounts”) established by Manager in a bank or banks designated by Manager with the concurrence of Owner. Withdrawals by Manager from said such Operating Accounts shall be made solely by the General Manager or the Assistant General Manager of the Hotel, a senior officer of Manager or such other representatives of Manager whose signatures have been authorized by Manager with the concurrence of Owner. Reasonable xxxxx cash funds shall be maintained at the Hotel. B. Except as otherwise provided in this Agreement, all All payments made by Manager hereunder shall be made from the Operating Accounts, Working Capital, xxxxx cash funds, funds or from the Reserve (in accordance with Section 5.02). Manager shall not be required to make any advance or payment with respect to the Hotel except out of such funds, and Manager shall not be obligated to incur any liability or obligation with respect to the Hotel Hotel, unless resulting from acts the gross negligence or omissions gross misconduct of the General Manager or an officer of Manager that are in violation of at the vice president level or inconsistent with this Agreement or from Manager’s negligence or misconduct above (each, “Manager’s Liability” and, collectively, “Manager’s Liabilities”). C. Debts and liabilities (other than Manager’s Liabilities) incurred by Manager as a result of its operation and management of the Hotel pursuant to the terms hereof, whether asserted before or after Termination, will be paid by Owner to the extent funds are not available for that purpose from Gross Revenues, and Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability, and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Owner’s failure to pay or perform such debts and liabilities. Manager shall pay, indemnify, defend and hold Owner harmless from and against all Manager’s Liabilities and all loss, costs, liability and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Manager’s failure to pay or perform Manager’s Liabilities. The provisions of this Section 4.03.C shall survive Termination.

Accounts, Expenditures. A. All funds derived from the operation of the Hotel & Conference Center shall belong to and be the property of Owners and shall be deposited by Manager Management Company in Owner’s bank accounts (the “Operating Accounts”) established by Manager Management Company as instructed by Owners in a one or more banks approved by Owners. For so long as Owner of the Hotel Facility is an Affiliate of First American, all such funds shall be deposited in bank or banks designated by Manager with the concurrence of Owneraccount(s) at First American. Withdrawals by Manager All disbursements and withdrawals from said accounts as required or permitted under this Agreement (i.e., the payment of all Deductions and the distribution of Operating Accounts Profit) shall be made solely by the General Manager or the Assistant General Manager of the Hotel, a senior officer of Manager or such other bonded representatives of Manager Management Company whose signatures have been authorized by Manager with the concurrence of Ownerauthorized. Reasonable xxxxx cash funds and house banks, in amounts satisfactory to Owners, shall be maintained at the HotelHotel & Conference Center. As reflected in the interim accounting statements provided pursuant to Section 6.04 and the Annual Operating Statement, and in conformance with Article 10 of the Operating Agreement, (i) all expenses of the Hotel Facility shall be charged to or for the account of the Hotel Facility and (ii) all expenses of the Conference Center Facility shall be charged to or for the account of the Conference Center Facility and (iii) all expenses of the Shared Facilities shall be allocated between the Hotel Facility and Conference Center Facility as provided in Section 10.5 of the Operating Agreement. B. Except as otherwise provided in this Agreement, all All payments to be made by Manager Management Company hereunder shall be made from the Operating Accountsauthorized bank accounts, from xxxxx cash funds, funds or from the Reserve (in accordance with Working Capital provided by Owners pursuant to Section 5.02)7.01. Manager shall not be required to make any advance or payment with respect to the Hotel except out of such funds, and Manager shall not be obligated to incur any liability or obligation with respect to the Hotel unless resulting from acts or omissions of Manager that are in violation of or inconsistent with this Agreement or from Manager’s negligence or misconduct (each, “Manager’s Liability” and, collectively, “Manager’s Liabilities”). C. Debts and liabilities (other than Manager’s Liabilities) incurred by Manager Management Company as a result of its operation and management of the Hotel & Conference Center pursuant to the terms hereof, whether asserted before or after Termination, hereof will be paid by Owner the respective Owner(s) to the extent funds are not available for that purpose from Gross Revenues. Management Company shall not be required to make any advance or payment to or for the account of Owners except out of such funds, and Owner Management Company shall indemnify, defend not be obligated to incur any liability or obligation for Owners' account without assurances that necessary funds for the discharge thereof will be provided by Owners. C. All bank accounts shall be owned by Owners and hold Manager harmless from shall be solely controlled and against all loss, costs, liability, operated by Management Company as the agent of Owners; the agency status of Management Company shall be designated on the checks and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Owner’s failure to pay or perform drafts drawn on such debts and liabilities. Manager shall pay, indemnify, defend and hold Owner harmless from and against all Manager’s Liabilities and all loss, costs, liability and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Manager’s failure to pay or perform Manager’s Liabilities. The provisions of this Section 4.03.C shall survive Terminationbanks accounts.

Accounts, Expenditures. A. All escrow reserve accounts and funds derived from operation of the Hotel Inn shall be b e deposited by Manager in Owner’s bank accounts (the “Operating Accounts”) established by Manager in a bank or banks account(s) in a bank designated by Manager with the concurrence of OwnerManager. Withdrawals by Manager from said Operating Accounts accounts shall be made solely by the General Manager or the Assistant General Manager of the Hotel, a senior officer of Manager or such other representatives of Manager whose signatures have been authorized by Manager with the concurrence of Ownerauthorized. Reasonable xxxxx pxxxx cash funds shall be maintained at the HotelInn. B. Except as otherwise provided in this Agreement, all All payments made by Manager hereunder shall be made from the Operating Accountsauthorized bank accounts, xxxxx pxxxx cash funds, or from the Reserve (in accordance with Section 5.02)Working Capital. Manager shall not be required to make any advance or payment with respect to or for the Hotel account of Owner except out of such funds, and Manager shall not be obligated to incur any liability or obligation with respect for Owner’s account without assurances satisfactory to the Hotel unless resulting from acts or omissions of Manager that necessary funds for the discharge thereof will be provided by Owner. In any event, if any such liability or obligation is incurred by Manager for Owner’s account, Manager shall have the option to deduct such amounts from Owner’s share of Operating Profit if Owner has not fully reimbursed Manager for said amounts within ten (10) days after Owner’s receipt of notice from Manager that said amounts are in violation of or inconsistent with this Agreement or from Manager’s negligence or misconduct (each, “Manager’s Liability” and, collectively, “Manager’s Liabilities”)due. C. Debts and liabilities (other than Manager’s Liabilities) incurred by Manager as a result of its operation and management of the Hotel Inn pursuant to the terms hereof, whether asserted before or after Termination, will be paid by Owner to the extent funds are not available for that purpose from Gross Revenues, and ; Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability, and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Owner’s failure to pay or perform such debts and liabilities. Manager shall pay, indemnify, defend ; and hold Owner harmless from and against all Manager’s Liabilities and all loss, costs, liability and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Manager’s failure to pay or perform Manager’s Liabilities. The the provisions of this Section 4.03.C shall survive Termination.

Accounts, Expenditures. A. All Manager shall exercise its rights under the Submanagement Agreement to insure that all funds derived from operation of the Hotel shall be deposited on a daily basis (to the extent possible, subject to holidays, banking holidays and other days in which deposits to banks cannot be effected) by Manager Marriott in Owner’s bank accounts (the “"Operating Accounts”") established by Manager in a bank or banks designated by Manager with the concurrence of OwnerMarriott, subject to Lessee's reasonable approval. Withdrawals by Manager from said Operating Accounts shall be made solely by the General Manager or the Assistant General Manager of the Hotel, a senior officer of Manager or such other representatives of Manager Marriott whose signatures have been authorized by pursuant to the Submanagement Agreement. Manager shall exercise its rights under the Submanagement Agreement to cause Marriott to assume the responsibilities of a fiduciary with respect to Marriott's handling of Lessee's funds which are derived from the concurrence operation of Ownerthe Hotel. Reasonable xxxxx cash funds shall be maintained at the Hotel. B. Except as otherwise provided in this Agreement, all All payments made by Manager contemplated hereunder shall or under the Submanagement Agreement to be made from the Operating Accounts, xxxxx cash funds, or from the FF&E Reserve (in accordance with Section 5.02)) shall be made in accordance with the terms hereof and the Submanagement Agreement. Manager shall not be required to make any advance or payment with respect to the Hotel except out of such funds, and Manager shall not be obligated to incur any liability or obligation with respect to the Hotel unless resulting without assurances that the necessary funds for the discharge thereof will be provided by Lessee. In any event, if any such liability or obligation is incurred by Manager with respect to the Hotel, Manager shall have the option to deduct such amounts from acts or omissions Lessee's share of Operating Profit if Lessee has not fully reimbursed Manager for said amounts within ten (10) days after Lessee's receipt of notice from Manager that said amounts are in violation of or inconsistent with this Agreement or from Manager’s negligence or misconduct (each, “Manager’s Liability” and, collectively, “Manager’s Liabilities”)due. C. Debts and liabilities (other than Manager’s Liabilities) incurred by Manager as a result of its operation and management of the Hotel pursuant to the terms hereof, whether asserted before or after Termination, will be paid by Owner Lessee to the extent funds are not available for that purpose from Gross Revenues, and Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability, and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Owner’s failure to pay or perform such debts and liabilities. Manager shall pay, indemnify, defend and hold Owner harmless from and against all Manager’s Liabilities and all loss, costs, liability and damage (including, without limitation, reasonable attorneys’ fees and expenses) arising from Manager’s failure to pay or perform Manager’s Liabilities. The provisions of this Section 4.03.C 4.03 C shall survive Termination.