Common use of Cash Management System Clause in Contracts

Cash Management System. Landlord directs Tenant and Tenant acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and to cause Manager to deposit, all Receipts from the operation of the Leased Property and the Hotels into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord hereby expressly authorizes Tenant to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant into the Cash Management System and (b) the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such funds deposited into any other subaccount thereunder for the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the Lease, shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment of rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management System.”

Cash Management System. Landlord directs Tenant and Tenant acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and to cause Manager Management Parties to deposit, all Receipts from the operation of the Leased Property and the Hotels into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord hereby expressly authorizes Tenant to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant into the Cash Management System and (b) the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such funds deposited into any other subaccount thereunder for the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the Lease, shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment of rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management System.”

Cash Management System. Landlord If the leased property is at any time subject to a loan which requires a Cash Management System, Operating Lessor directs Tenant Operating Lessee and Tenant Operating Lessee acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and deposited all Gross Revenue (less any amounts any Manager is entitled to cause Manager withhold pursuant to deposit, all Receipts the terms of the Management Agreement relating to any Facility) from the operation of the Leased Property and the Hotels Facilities into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord For purposes of this Section 4.3 only, the term "Gross Revenues" shall be deemed to include (a) proceeds of insurance and condemnation, (b) judgments and awards and (c) items constituting "allowances" under the Uniform System. Operating Lessor hereby expressly authorizes Tenant Operating Lessee to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, including amounts deposited by Lender into any remainder account or subaccount sub account or released by Lender from any reserve or escrow account or subaccountsub account. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts funds deposited by or on behalf of Tenant Operating Lessee into the Cash Management System and (b) the sum of less (i) any such funds deposited into the operating expense subaccount sub account or the extraordinary expense sub account thereunder and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such funds deposited into any other subaccount the remainder sub account thereunder for (the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the Lease"Monthly Deposit Credit"), shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), Rent owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant Operating Lessee for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant Operating Lessee for any given month (the “"Excess Monthly Deposit Credit”"), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Base Rate until paid or otherwise satisfied by Landlord Operating Lessor or applied as payment of rent in future periods; provided, however, that Tenant Operating Lessee hereby waives its Operating Lessee's right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord Operating Lessor until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents Documents. Notwithstanding anything contained herein to the contrary, Excess Monthly Deposit Credits shall, upon their creation, be applied first, to reduce and satisfy any Accrued Rent and all accrued and unpaid interest thereon, until all Accrued Rent has been satisfied in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management Systemfull.”

Cash Management System. Landlord Lessor directs Tenant Lessee and Tenant Lessee acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and deposited all Gross Revenue (less any amounts any Manager is entitled to cause Manager withhold pursuant to deposit, all Receipts the terms of the Management Agreement relating to any Facility) from the operation of the Leased Property and the Hotels Facilities into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord For purposes of this Section 6.03 only, the term "GROSS REVENUES" shall be deemed to include (a) proceeds of insurance and condemnation, (b) judgments and awards and (c) items constituting "allowances" under the Uniform System. Lessor hereby expressly authorizes Tenant Lessee to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, including amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts funds deposited by or on behalf of Tenant Lessee into the Cash Management System and (b) the sum of less (i) any such funds deposited into the FF&E Reserve Account, the operating expense subaccount and or the ground lease extraordinary expense subaccount thereunder on account of the Leased Property, plus and (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such funds deposited into any other the remainder subaccount thereunder for (the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the Lease"MONTHLY DEPOSIT CREDIT"), shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), Rent owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant Lessee for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant Lessee for any given month (the “Excess Monthly Deposit Credit”"EXCESS MONTHLY DEPOSIT CREDIT"), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Base Rate until paid or otherwise satisfied by Landlord Lessor or applied as payment of rent in future periods; provided, however, that Tenant Lessee hereby waives its Lessee's right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord Lessor until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents Documents. Notwithstanding anything contained herein to the contrary, Excess Monthly Deposit Credits shall, upon their creation, be applied first, to reduce and satisfy any Accrued Rent and all accrued and unpaid interest thereon, until all Accrued Rent has been satisfied in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management Systemfull.”

Cash Management System. Landlord directs Tenant (a) The Borrower agrees and Tenant acknowledges covenants to (i) cause all cash and agrees, pursuant all proceeds from Accounts and from the sale of Inventory and any insurance proceeds paid with respect to Inventory to be deposited on a daily basis (other than Sunday) into the Depository Accounts in the ordinary course of business of the Borrower (ii) cause all remittances on credit card sales to be transferred on a daily basis into the a Cash Concentration Account consistent with the terms of the Cash Management Agreementrelevant credit card servicer agreement, to deposit or cause to be deposited, and to cause Manager to deposit, all Receipts from the operation of the Leased Property and the Hotels into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord hereby expressly authorizes Tenant to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant into the Cash Management System and (b) the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such cause all good funds in the Depository Accounts to be transferred on a daily basis into a Cash Concentration Account in the ordinary course of business of the Borrower, provided that the Borrower shall in good faith estimate the good funds that are available in each Depository Account after taking into consideration bank fees, deposited into any other subaccount thereunder for checks returned because of insufficient funds, change orders and the payment of any costsdeposited checks, expenses (iv) cause all cash deposited in the Cash Concentration Account to be sent by wire transfer or such other amounts method of transfer that is acceptable to the Administrative Agent to the Agent Account on account of a daily basis, (v) instruct the Leased Property Administrative Agent to cause all funds transferred to the payment of which are Agent Account to be credited to the responsibility of Tenant under the Lease, shall be deemed to offset Loan Account and be applied to reduce the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant Obligations outstanding from time to timetime and (vi) take all such actions as the Administrative Agent deems necessary or advisable to send all cash, all proceeds from the sale of or insurance proceeds with respect to Inventory, all remittances or other proceeds of Collateral to a Cash Concentration Account to be applied according to this Section 7.13. If (x) any Excess Funds are retained Upon and during the continuance of an Event of Default, the Administrative Agent may instruct the Cash Concentration Account Bank to remit all amounts deposited in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment of rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects Concentration Account to the Loan Agent Account or as the Administrative Agent may otherwise direct. Not later than December 30, 1996, the Borrower shall instruct Huntington National Bank to close the Borrower's concentration account established prior to the Closing Date in the Borrower's name and transfer all funds in such account to the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management SystemConcentration Account.”

Cash Management System. Landlord directs Tenant and Tenant acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and to cause Manager the Management Parties to deposit, all Receipts from the operation of the Leased Property and the Hotels into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord hereby expressly authorizes Tenant to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant into the Cash Management System and (b) the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus and (iii) any other such funds deposited into any other the operating lessee remainder subaccount thereunder for the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the LeaseProperty, shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), Rent owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment of rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management System.”

Cash Management System. Landlord Lessor directs Tenant Lessee and Tenant Lessee acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and deposited all Gross Revenue (less any amounts any Manager is entitled to cause Manager withhold pursuant to deposit, all Receipts the terms of the Management Agreement relating to any Facility) from the operation of the Leased Property and the Hotels Facilities into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord For purposes of this Section 6.3 only, the term “Gross Revenues” shall be deemed to include (a) proceeds of insurance and condemnation, (b) judgments and awards and (c) items constituting “allowances” under the Uniform System. Lessor hereby expressly authorizes Tenant Lessee to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, including amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts funds deposited by or on behalf of Tenant Lessee into the Cash Management System and (b) the sum of less (i) any such funds deposited into the replacement reserve account, the operating expense subaccount and or the ground lease extraordinary expense subaccount thereunder on account of the Leased Property, plus and (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such funds deposited into any other the remainder subaccount thereunder for (the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the Lease“Monthly Deposit Credit”), shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), Rent owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant Lessee for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant Lessee for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Base Rate until paid or otherwise satisfied by Landlord Lessor or applied as payment of rent in future periods; provided, however, that Tenant Lessee hereby waives its Lessee’s right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord Lessor until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents Documents. Notwithstanding anything contained herein to the contrary, Excess Monthly Deposit Credits shall, upon their creation, be applied first, to reduce and satisfy any Accrued Rent and all accrued and unpaid interest thereon, until all Accrued Rent has been satisfied in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management Systemfull.”

Cash Management System. Landlord directs Tenant and Tenant acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and to cause Manager to deposit, all Receipts from the operation of the Leased Property and the Hotels into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord hereby expressly authorizes Tenant to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant into the Cash Management System and (b) the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus and (iii) any other such funds deposited into any other the operating lessee remainder subaccount thereunder for the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the LeaseProperty, shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), Rent owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment of rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management System.”