Common use of Accounts, Expenditures Clause in Contracts

Accounts, Expenditures. A. Tenant irrevocably authorizes and directs Manager to pay, and Manager agrees to pay (or repay, as applicable), without notice, demand or request therefor, but in each instance subject to the provisions of the Pooling Agreement, if applicable, and the Marriott Guaranty Agreement, if applicable, with respect to each of the Hotels: (1) Tenant’s Priority to Tenant when due and payable hereunder, (2) the Ground Lease Rent (if any) to Tenant, (3) the Base Management Fee to itself, (4) distributions to Tenant, Marriott and/or Manager with respect to the Tenant Advances, Additional Marriott Advances and Additional Manager Advances, (5) any accrued, but unpaid Base Management Fees to itself, (6) the First Incentive Management Fee to itself, (7) the Security Deposit Replenishment to Tenant, (8) the Second Incentive Management Fee to itself, and (9) the remaining balance, if any, to Tenant, in each of the foregoing instances set forth in this Section 4.03.A(1) through (9), at the time interim distributions are made pursuant to Section 4.01 hereof (except as otherwise set forth herein), and to the extent of the sufficiency of, and in the order of, distribution of Operating Profit under Section 3.02.B. Subject to Section 4.03.D, Manager is authorized to, and shall, make all expenditures required to be made hereunder with respect to the operation of the Hotels, but only from funds available for such payments under the terms of this Agreement or under the terms of the Pooling Agreement, if applicable, or under the Marriott Guaranty Agreement, if applicable. B. Notwithstanding anything herein to the contrary, within sixty (60) days after the end of each Fiscal Year, Marriott or Manager shall determine whether any Additional Manager Advance, any Additional Marriott Advance or any Marriott Guaranty Advance (pursuant to the terms of the Marriott Guaranty Agreement) was made with respect to such Fiscal Year, and if Marriott or Manager has made such an advance with respect to such Fiscal Year, then Marriott or Manager shall advise Tenant in writing of the type and amount of such advance, and the balance of the Aggregate Amount Funded shall be deemed increased by the amount of any Marriott Guaranty Advance. C. Subject to the terms of the Pooling Agreement, as appropriate, all escrow reserve accounts and funds derived from the operation of the Hotels shall be deposited by Manager in a bank account(s) in a bank designated by Manager. Withdrawals from said accounts shall be made solely by representatives of Manager whose signatures have been authorized. Reasonable pxxxx cash funds shall be maintained at the Hotels. D. Manager shall not be required to make any advance or payment hereunder or to or for the account of Tenant except out of funds available therefor pursuant to the terms of this Agreement except as otherwise set forth herein or in any of the Incidental Documents, and Manager shall not be obligated to incur any liability or obligation for Tenant’s account without assurances satisfactory to Manager that necessary funds for the discharge thereof will be provided by Tenant. In any event, if any such liability or obligation is incurred by Manager for Tenant’s account and Marriott does not have funds available under the Pooling Agreement or Manager does not have funds hereunder if the Pooling Agreement is not in effect with respect to the applicable Hotel, to pay such amount on or before twenty (20) days after the end of the Accounting Period in which such liability or obligation was paid, the amount advanced to pay such obligation shall be an Additional Manager Advance which shall be repaid as provided in Section 3.02.B hereof.

Accounts, Expenditures. A. Tenant irrevocably authorizes and directs Manager to pay, pay and Manager agrees to pay (or repay, as applicable), without notice, demand or request therefor, but in each instance subject to the provisions of the Pooling Agreement, if applicable, and the Marriott Guaranty Agreement, if applicable, with respect to each of the Hotels: (1) Tenant’s 's First Priority (which shall be due on the first Business Day of each Accounting Period), Tenant's Second Priority and Tenant's Third Priority, to Tenant when due and payable hereunder, to the extent of the sufficiency of Operating Profit therefor, and (2) (i) replenishment of any Holdback Agreement Advances to Tenant subject to the Ground Lease Rent (if any) to Tenantprovisions of this Agreement, (3) the Base Management Fee to itself, (4ii) distributions to Tenant, Tenant and Marriott and/or Manager with respect to the Tenant Advances, Advances and Additional Marriott Advances and Additional Manager Advances, (5iii) any accrued, but unpaid Base Management Fees to itself, (6) the First Incentive Priority Management Fee to itself, itself (7iv) the Security Deposit Replenishment to Tenant, (8) the Second Incentive Base Management Fee to itself, and (9v) the remaining balance, if any, to Tenantany other distributions provided for in Section 3.02.B, in each of the foregoing instances set forth in this Section 4.03.A(14.03.A (2) (i) through (9v), at the time interim distributions are made pursuant to Section 4.01 hereof (except as otherwise set forth hereinin Section 4.03.B.1 below), and to the extent of the sufficiency of, and in the order of, distribution of Operating Profit under Section 3.02.B. Subject to Section 4.03.D, Manager is authorized to, and shall, make all expenditures required to be made hereunder with respect to the operation of the Hotels, but only from funds available for such payments under the terms of this Agreement or under the terms of the Pooling Agreement, if applicable, or under the Marriott Guaranty Agreement, if applicable. B. Notwithstanding anything herein 1. The parties acknowledge that Tenant, to the contrary, within sixty (60) days after the end of each Fiscal Year, Marriott or Manager shall determine whether any Additional Manager Advance, any Additional Marriott Advance or any Marriott Guaranty Advance (ensure that Tenant has sufficient funds timely to pay Minimum Rent due pursuant to the terms Leases, must receive, and Manager agrees to pay to Tenant subject to the sufficiency of funds available therefore pursuant to this Agreement and the Marriott Guaranty Agreement) , Tenant's First Priority on the first day of each Accounting Period and, thus, Tenant is required to be paid Tenant's First Priority before Operating Profit for such Accounting Period is determined. As a result, it is possible that Manager will pay Tenant's First Priority for the Hotels prior to determining whether Operating Profit for such Accounting Period was adequate to cover such Tenant's First Priority. If for any given Accounting Period it is determined that Operating Profit was inadequate to cover any such payments of Tenant's First Priority that were made by Manager with respect to such Fiscal YearAccounting Period, and if Marriott or Manager has made such an advance that portion of Tenant's First Priority paid with respect to such Fiscal Year, then Marriott or Manager shall advise Tenant Accounting Period in writing excess of the type and amount of Operating Profit for such advance, and the balance of the Aggregate Amount Funded Accounting Period shall be deemed increased to be advances by the amount of any Manager constituting a Marriott Guaranty Advance. C. Subject Advance pursuant to the terms Marriott Guaranty Agreement to the extent of the Pooling Agreement, as appropriate, all escrow reserve accounts and funds derived from the operation of the Hotels shall be deposited by Manager in a bank account(s) in a bank designated by Manager. Withdrawals from said accounts shall be made solely by representatives of Manager whose signatures have been authorized. Reasonable pxxxx cash funds shall be maintained at the Hotels. D. Manager shall not be required to make any advance or payment hereunder or to or for the account of Tenant except out availability of funds available therefor pursuant to the terms of this Agreement except as otherwise set forth herein or in any of the Incidental Documentsthereof, and Manager shall not be obligated to incur any liability or obligation for Tenant’s account without assurances satisfactory to Manager that necessary funds for the discharge thereof will be provided by Tenant. In any eventotherwise, if any such liability or obligation is incurred by Manager for Tenant’s account and Marriott does not have funds available under the Pooling Agreement or Manager does not have funds hereunder if the Pooling Agreement is not in effect with respect to the applicable Hotel, to pay such amount on or before twenty (20) days after the end of the Accounting Period in which such liability or obligation was paid, the amount advanced to pay such obligation shall be an Additional Manager Advance Advance, in each instance which shall be repaid as provided in the Pooling Agreement or Section 3.02.B hereof, as applicable.

Accounts, Expenditures. A. Tenant irrevocably authorizes and directs Manager to pay, pay and Manager agrees to pay (or repay, as applicable), without notice, demand or request therefor, but in each instance subject to the provisions of the Pooling Agreement, if applicable, and the Marriott Guaranty Agreement, if applicable, with respect to each of the Hotels: (1) Tenant’s Priority (which shall be due on the first Business Day of each Accounting Period) to Tenant when due and payable hereunder, to the extent of the sufficiency of Operating Profit therefor, and (2) the Ground Lease Rent (if any) to Tenant, (3) the Base Management Fee to itself, (4) distributions to Tenant, Marriott and/or Manager with respect to the Tenant Advances, Additional Marriott Advances and Additional Manager Advances, (5) any accrued, but unpaid Base Management Fees to itself, (63) the First Incentive Management Fee to itself, (74) the Security Deposit Replenishment to TenantLandlord, (8) 5) the Second Incentive Management Fee to itself, and (96) the remaining balance, if any, following such payments to Tenant, in each of the foregoing instances set forth in this Section 4.03.A(1) through (96), at the time interim distributions are made pursuant to Section 4.01 hereof (except as otherwise set forth hereinin Section 4.03.B(1) below), and to the extent of the sufficiency of, and in the order of, distribution of Operating Profit under Section 3.02.B. Subject to Section 4.03.D, Manager is authorized to, and shall, make all expenditures required to be made hereunder with respect to the operation of the Hotels, but only from funds available for such payments under the terms of this Agreement or under the terms of the Pooling Agreement, if applicable, or under the Marriott Guaranty Agreement, if applicable. B. Notwithstanding anything herein 1. The parties acknowledge that Tenant, to ensure that Tenant has sufficient funds timely to pay Minimum Rent due pursuant to the contraryLease, within sixty must receive, and Manager agrees to pay to Tenant subject to the sufficiency of funds available therefor pursuant to this Agreement, the Security Deposit Agreement, and the Marriott Guaranty Agreement (60in each case subject to the terms and provisions of such agreements) days after and in accordance with Section 3.02.C hereinabove, Tenant’s Priority on the end first day of each Fiscal YearAccounting Period. As a result, Marriott or it is possible that Manager will pay Tenant’s Priority prior to determining whether Operating Profit for such Accounting Period was adequate to cover such Tenant’s Priority. If for any given Accounting Period it is determined that Operating Profit was inadequate to cover any such payments of Tenant’s Priority made by Manager with respect to such Accounting Period, then one of the following shall determine whether be applicable: (a) if the Guaranty Term had not expired before the first day of such Accounting Period and Marriott’s obligation to advance funds had not terminated for any Additional Manager Advance, any Additional Marriott Advance or any Marriott Guaranty Advance (reason pursuant to the terms of the Marriott Guaranty Agreement (an expiration or termination as aforesaid, hereinafter, a “Guaranty Termination Event”), then (i) that portion of Tenant’s Priority paid with respect to such Accounting Period up to the amount of Tenant’s Termination Threshold with respect to such Accounting Period, not otherwise funded or required to be funded by a Security Deposit Advance, shall be deemed to be a Marriott Guaranty Advance made pursuant to the Marriott Guaranty Agreement, and (ii) was the remaining portion of Tenant’s Priority paid with respect to such Accounting Period in excess of Tenant’s Termination Threshold may be deducted by Marriott and Manager from any payment of Tenant’s Priority to be made with respect to any successive Accounting Period until reimbursed to Marriott and Manager; or (b) if a Guaranty Termination Event had occurred prior to the first day of such Fiscal YearAccounting Period, and if Marriott or Manager has made such an advance then that portion of Tenant’s Priority paid with respect to such Fiscal Year, then Marriott or Manager shall advise Tenant Accounting Period in writing excess of the type and amount of such advance, and the balance of the Aggregate Amount Funded shall be deemed increased by the amount of any Operating Profit for such Accounting Period, not otherwise funded or required to be funded by a Security Deposit Advance, shall be, at Marriott’s option, (i) deemed to have been funded by Marriott Guaranty as an Additional Marriott Advance or by Manager as an Additional Manager Advance. C. Subject , up to the terms amount of the Pooling AgreementTenant’s Termination Threshold, as appropriate, all escrow reserve accounts with any amount paid in excess of Tenant’s Termination Threshold to be deducted by Marriott and funds derived Manager from the operation any payment of the Hotels shall be deposited by Manager in a bank account(s) in a bank designated by Manager. Withdrawals from said accounts shall Tenant’s Priority to be made solely by representatives of Manager whose signatures have been authorized. Reasonable pxxxx cash funds shall be maintained at the Hotels. D. Manager shall not be required to make any advance or payment hereunder or to or for the account of Tenant except out of funds available therefor pursuant to the terms of this Agreement except as otherwise set forth herein or in any of the Incidental Documents, and Manager shall not be obligated to incur any liability or obligation for Tenant’s account without assurances satisfactory to Manager that necessary funds for the discharge thereof will be provided by Tenant. In any event, if any such liability or obligation is incurred by Manager for Tenant’s account and Marriott does not have funds available under the Pooling Agreement or Manager does not have funds hereunder if the Pooling Agreement is not in effect with respect to the applicable Hotel, to pay such amount on or before twenty (20) days after the end of the any successive Accounting Period in which such liability until reimbursed to Marriott and Manager, or obligation was paid, the amount advanced (ii) deducted by Marriott from any payment of Tenant’s Priority to pay such obligation shall be an Additional Manager Advance which shall be repaid as provided in Section 3.02.B hereofmade with respect to any successive Accounting Period until reimbursed to Marriott.

Accounts, Expenditures. A. Tenant irrevocably authorizes and directs Manager to pay, and Manager agrees to pay (or repay, as applicable), without notice, demand or request therefor, but in each instance subject to the provisions of the Pooling Agreement, if applicable, and the Marriott Guaranty Agreement, if applicable, with respect to each of the HotelsHotel: (1) Tenant’s Priority to Tenant when due and payable hereunder, (2) the Ground Lease Rent (if any) to Tenant, (3) the Base Management Fee to itself, (4) distributions to Tenant, Marriott and/or Manager with respect to the Tenant Advances, Additional Marriott Advances and Additional Manager Advances, (5) any accrued, but unpaid Base Management Fees to itself, (6) the First Incentive Management Fee to itself, (7) the Security Deposit Replenishment to Tenant, (8) the Second Incentive Management Fee to itself, and (9) the remaining balance, if any, to Tenant, in each of the foregoing instances set forth in this Section 4.03.A(1) through (9), at the time interim distributions are made pursuant to Section 4.01 hereof (except as otherwise set forth herein), and to the extent of the sufficiency of, and in the order of, distribution of Operating Profit under Section 3.02.B. Subject to Section 4.03.D, Manager is authorized to, and shall, make all expenditures required to be made hereunder with respect to the operation of the HotelsHotel, but only from funds available for such payments under the terms of this Agreement or under the terms of the Pooling Agreement, if applicable, or under the Marriott Guaranty Agreement, if applicable. B. Notwithstanding anything herein to the contrary, within sixty (60) days after the end of each Fiscal Year, Marriott or Manager shall determine whether any Additional Manager Advance, any Additional Marriott Advance or any Marriott Guaranty Advance (pursuant to the terms of the Marriott Guaranty Agreement) was made with respect to such Fiscal Year, and if Marriott or Manager has made such an advance with respect to such Fiscal Year, then Marriott or Manager shall advise Tenant in writing of the type and amount of such advance, and the balance of the Aggregate Amount Funded shall be deemed increased by the amount of any Marriott Guaranty Advance. C. Subject to the terms of the Pooling Agreement, as appropriate, all escrow reserve accounts and funds derived from the operation of the Hotels Hotel shall be deposited by Manager in a bank account(s) in a bank designated by Manager. Withdrawals from said accounts shall be made solely by representatives of Manager whose signatures have been authorized. Reasonable pxxxx cash funds shall be maintained at the HotelsHotel. D. Manager shall not be required to make any advance or payment hereunder or to or for the account of Tenant except out of funds available therefor pursuant to the terms of this Agreement except as otherwise set forth herein or in any of the Incidental Documents, and Manager shall not be obligated to incur any liability or obligation for Tenant’s account without assurances satisfactory to Manager that necessary funds for the discharge thereof will be provided by Tenant. In any event, if any such liability or obligation is incurred by Manager for Tenant’s account and Marriott does not have funds available under the Pooling Agreement or Manager does not have funds hereunder if the Pooling Agreement is not in effect with respect to the applicable Hotel, to pay such amount on or before twenty (20) days after the end of the Accounting Period in which such liability or obligation was paid, the amount advanced to pay such obligation shall be an Additional Manager Advance which shall be repaid as provided in Section 3.02.B hereof.