Disbursement of Funds to Owner. All revenues from the operation of the Managed Facilities shall be deposited promptly by Manager in the Operating Account. Unless the Parties agree otherwise, on or about the twenty fifth (25th) day of each calendar quarter, Manager shall disburse to Owner, as directed by Owner, any funds remaining in the Operating Account at the end of the immediately preceding month after payment, contribution or retention, as applicable, of the following in the following order of priority: (a) all Operating Expenses then due but which have not yet been paid; (b) the amount of debt service accruals and payments due to Lenders as provided in the most recently updated Monthly Debt Service Schedule; (c) transfer of the Management Fees then due to the Management Account (for payment within one (1) Business Day to Manager and, if applicable, in accordance with Section 5.4.5); (d) the amount of any reserves required to be funded pursuant to the Financing Documents; and (e) retention by Manager of an amount sufficient to cover (i) a reasonable reserve (as approved by Owner in the Annual Budget or otherwise in writing in advance), (ii) any other amounts necessary to cure or prevent any violation of any Applicable Law in accordance with this Agreement, and (iii) such other amounts as may be agreed to by the Parties from time to time. In the event Owner disputes any decision by Manager to reserve and not disburse to Owner funds pursuant to this Section 5.4.4, such dispute may be submitted by either Party for Expert Resolution in accordance with Article XVII.
Disbursement of Funds to Owner. All revenues from the operation of the Managed Facilities shall be deposited by Manager in the Operating Account in accordance with Manager’s practices and policies for Other Brand Properties. Unless the Parties agree otherwise, on or about the twenty fifth (25th) day of each calendar quarter, Manager shall disburse to Owner, as directed by Owner, any funds remaining in the Operating Account at the end of the immediately preceding month after payment, contribution or retention, as applicable, of the following in the following order of priority: (a) all Operating Expenses then due but which have not yet been paid; (b) the amount of debt service accruals and payments due to Lenders as provided in the most recently updated Monthly Debt Service Schedule; (c) transfer of the Management Fees then due to the Management Account (for payment within one (1) Business Day to Manager and, if applicable, in accordance with Section 5.4.5); (d) the Reserve Fund Contribution due for such month in the Reserve Fund, and any deficiencies in the Reserve Fund; (e) the amount of any reserves required to be funded pursuant to the Financing Documents; and (f) retention by Manager of an amount sufficient to cover (i) a reasonable reserve for any non-capital expense (including debt service), or any capital expense set forth in the Annual Budget, that Manager reasonably believes will be due during the next twelve (12) month period and for which Manager reasonably determines that a reserve for such quarter would be prudent to insure sufficient cash to pay such expense, (ii) any other amounts necessary to cure or prevent any violation of, any Applicable Law in accordance with this Agreement, (iii) an amount of working capital reasonably determined to be prudent by Manager and Owner to provide reserves for emergency expenditures or Operating Expenses payable less frequently than monthly or to cover anticipated operating shortfalls for a ninety (90) day period and (iv) such other amounts as may be agreed to by the Parties from time to time. In the event Owner disputes any decision by Manager to reserve and not disburse to Owner funds pursuant to this Section 5.4.4, such dispute may be submitted by either Party for Expert Resolution in accordance with Article XVII.
Disbursement of Funds to Owner. On or about the 20th day of each calendar month, Operator shall disburse to Owner, as directed by Owner, any funds remaining in the Operating Account at the end of the immediately preceding month after (a) payment of all Operating Expenses and other amounts payable from the Operating Account for such preceding month in accordance with this Agreement, (b) deposit of the Reserve Fund Contribution due for such month in the Reserve Fund, and any deficiencies in the Reserve Fund, and (c) retention by Operator of an amount sufficient to cover (i) all accrued but unpaid Operating Fees, System Services Charges, Reimbursable Expenses and other amounts payable to Operator or its Affiliates, (ii) all known and reasonably foreseeable Operating Expenses payable under this Agreement for the ensuing month, including any Hotel Personnel Costs reasonably expected to be incurred by Operator in the ensuing month, (iii) subject to Section 5.1.4, any other amounts necessary to maintain the Operating Standard (other than new elements of the Operating Standard which were not in effect for prior Operating Years and that require the incurrence of expenditures that are capitalized under GAAP, which Operator shall not be entitled to implement until the Operating Plan for the next Operating Year is finalized by the Parties in accordance with Section 5.1 or Owner otherwise approves an earlier implementation of such new elements) and comply with, and cure or prevent any violation of, any Applicable Law, (iv) an amount of working capital as reasonably determined to be prudent by Operator (and in any event not less than the amount of the Initial Working Capital) to provide reserves for emergency expenditures or Operating Expenses payable less frequently than monthly or to cover anticipated operating shortfalls (which working capital amount can take into account the availability of cash and cash equivalents available through a customary overdraft credit facility acceptable to Starwood in its sole discretion), and (v) such other amounts as may be agreed to by the Parties from time to time. Operator shall make all such disbursements to Owner without the exercise of any claim of setoff for other amounts payable by Owner.
Disbursement of Funds to Owner. All revenues from the operation of the Managed Facilities shall be deposited promptly by Manager in the Operating Account. Unless the Parties agree otherwise, on or about the twenty fifth (25th) day of each calendar quarter, Manager shall disburse to Owner, as directed by Owner, any funds remaining in the Operating Account at the end of the immediately preceding month after payment, contribution or retention, as applicable, of the following in the following order of priority: (a) all Operating Expenses then due but which have not yet been paid (including any required deposits into the Capital Replacement Fund); (b) the amount of debt service accruals and payments due to Lenders as provided in the most recently updated Monthly Debt Service Schedule; (c) transfer of the Management Fees then due to the Management Account (for payment within one (1) Business Day to Manager and, if applicable, in accordance with Section 5.4.5); (d) the amount of any reserves required to be funded pursuant to the Financing Documents; and (e) retention by Manager of an amount sufficient to cover (i) a reasonable reserve (as approved by Owner in the Annual Budget or otherwise in writing in advance), (ii) any other amounts necessary to cure or prevent any violation of any Applicable Law in accordance with this Agreement, and (iii) such other amounts as may be agreed to by the Parties from time to time. In the event Owner disputes any decision by Manager to reserve and not disburse to Owner funds pursuant to this Section 5.4.4, such dispute may be submitted by either Party for Expert Resolution in accordance with Article XVII.
Disbursement of Funds to Owner. On or about the twenty-fifth (25th) day of each calendar month, Manager shall disburse to Owner, as directed by Owner, any funds remaining in the Operating Accounts at the end of the immediately preceding month after payment or disbursement of the following in the following order of priority:
