Common use of Liquidity Facility Clause in Contracts

Liquidity Facility. Each issue of the Equipment Notes is or will be secured by, among other things, a security interest in Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust Property, and will have no rights, benefits or interest in respect of any other separate trust established pursuant to the terms of the Basic Agreement for any other series of certificates issued pursuant thereto. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from funds then available to the Trustee, there will be distributed on each April 1 and October 1 (a "Regular Distribution Date"), commencing on April 1, 2002, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments on the Equipment Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and no interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. [The Holder of this Certificate is entitled to the benefits of the Registration Rights Agreement, dated as of October 4, 2001, among the Company, the Trustee and the Placement Agents named therein (the "Registration Rights Agreement"). Subject to the terms of the Registration Rights Agreement, in the event that neither the consummation of the Exchange Offer nor the declaration by the Commission of a Shelf Registration to be effective (a "Registration Event") occurs on or prior to the 270th day after the date of the initial issuance of the Certificates, the interest rate per annum borne by the Certificates shall be increased by 0.50%, from and including such 270th day, to but excluding the date on which a Registration Event occurs. In the event that the Shelf Registration Statement ceases to be effective at any time during the period specified by the Registration Rights Agreement for more than 60 days, whether or not consecutive, during any 12-month period, the interest rate per annum borne by the Certificates shall be increased by 0.50% from the 61st day of the applicable 12-month period

Liquidity Facility. Each issue (a) Borrower shall not (and shall not permit Parent to) amend, restate, supplement or otherwise modify the Liquidity Facility without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion, provided, however, that if the proposed action would not increase the principal amount of the Equipment Notes is Liquidity Facility or will be secured by, among other things, a security interest in Aircraft owned by otherwise materially change the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust Property, and will have no rights, benefits or interest in respect of any other separate trust established pursuant to the economic terms of the Basic Agreement for any other series of certificates issued pursuant Liquidity Facility and if Lender has obtained a Rating Confirmation with respect thereto. Subject , then Lender shall not unreasonably withhold its consent to and the same. (b) Notwithstanding the foregoing, Lender shall not withhold its consent to an increase in accordance with the terms principal balance of the Agreement and the Intercreditor Agreement, Liquidity Facility or additional mezzanine financing from funds then available to the Trustee, there will be distributed on each April 1 and October 1 a Permitted Lender (a "Regular Distribution Date"), commencing on April 1, 2002, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, “Additional Mezzanine Financing”) by an amount in respect not to exceed $25,000,000.00 provided that: (a) no Event of Default exists as of the Scheduled Payments date thereof; (b) the proceeds thereof are contributed by Parent as a capital contribution to Borrower and used by Borrower to finance the addition of a ballroom facility; (c) Borrower has delivered evidence reasonably satisfactory to Lender that Cash Flow Available for Debt Service on the Equipment Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the Trustee, equal to the product a trailing twelve (12) month basis (tested as of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms end of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds fiscal period of Borrower then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and no interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. [The Holder of this Certificate is entitled to the benefits of the Registration Rights Agreement, dated most recently ended as of October 4, 2001, among the Company, the Trustee and the Placement Agents named therein (the "Registration Rights Agreement"). Subject to the terms of the Registration Rights Agreement, in the event that neither the consummation of the Exchange Offer nor the declaration by the Commission of a Shelf Registration to be effective (a "Registration Event") occurs on or prior to the 270th day after the date of the initial issuance proposed increase in the principal balance of the CertificatesLiquidity Facility) is greater than $26,000,000; (d) Borrower shall deliver a new subordination and inter-creditor agreement (or reaffirmation or amendment to the existing subordination and inter-creditor agreement) executed by Liquidity Facility Lender and the Permitted Lender (if the Additional Mezzanine Financing is outstanding) in form and substance reasonably acceptable to Lender and approved by each of the Rating Agencies; (e) if the funding of the Additional Mezzanine Financing occurs after the first anniversary of the Closing Date, Lender has obtained a Rating Confirmation; (f) Borrower reimburses Lender for all costs reasonably incurred by Lender in processing the consent request, including, without limitation, reasonable legal fees and expenses and (g) the Additional Mezzanine Financing (i) is subordinate to, the interest rate per annum borne by Mortgage Loan and the Certificates Loan and (ii) cannot be a revolving line of credit. So long as any Obligations remain outstanding, the Liquidity Facility Lender shall be increased by 0.50%, from and including such 270th day, to but excluding the date on which a Registration Event occurs. In the event that the Shelf Registration Statement ceases continue to be effective at a Permitted Lender. Lender acknowledges that if the Liquidity Facility Lender or any time during Marriott Entity provides the period specified by Additional Mezzanine Financing, Lender shall not unreasonably withhold its consent to Liquidity Facility Lender amending and restating the Registration Rights Agreement for more Liquidity Facility loan documents to be in substantially similar form (other than 60 days, whether or not consecutive, during any 12-month period, economic terms) to the interest rate per annum borne by the Certificates shall be increased by 0.50% from the 61st day of the applicable 12-month periodMezzanine Loan Documents.

Liquidity Facility. Each issue (a) Borrower shall not (and shall not permit Parent to) amend, restate, supplement or otherwise modify the Liquidity Facility without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion, provided, however, that if the proposed action would not increase the principal amount of the Equipment Notes is Liquidity Facility or will be secured by, among other things, a security interest in Aircraft owned by otherwise materially change the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust Property, and will have no rights, benefits or interest in respect of any other separate trust established pursuant to the economic terms of the Basic Agreement for any other series of certificates issued pursuant Liquidity Facility and if Lender has obtained a Rating Confirmation with respect thereto. Subject , then Lender shall not unreasonably withhold its consent to and the same. (b) Notwithstanding the foregoing, Lender shall not withhold its consent to an increase in accordance with the terms principal balance of the Agreement and the Intercreditor Agreement, Liquidity Facility or additional mezzanine financing from funds then available to the Trustee, there will be distributed on each April 1 and October 1 a Permitted Lender (a "Regular Distribution Date"), commencing on April 1, 2002, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, “Additional Mezzanine Financing”) by an amount in respect not to exceed $25,000,000.00 provided that: (a) no Event of Default exists as of the Scheduled Payments date thereof; (b) the proceeds thereof are contributed by Parent as a capital contribution to Borrower and used by Borrower to finance the addition of a ballroom facility; (c) Borrower has delivered evidence reasonably satisfactory to Lender that Cash Flow Available for Debt Service on the Equipment Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the Trustee, equal to the product a trailing twelve (12) month basis (tested as of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms end of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds fiscal period of Borrower then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and no interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. [The Holder of this Certificate is entitled to the benefits of the Registration Rights Agreement, dated most recently ended as of October 4, 2001, among the Company, the Trustee and the Placement Agents named therein (the "Registration Rights Agreement"). Subject to the terms of the Registration Rights Agreement, in the event that neither the consummation of the Exchange Offer nor the declaration by the Commission of a Shelf Registration to be effective (a "Registration Event") occurs on or prior to the 270th day after the date of the initial issuance proposed increase in the principal balance of the CertificatesLiquidity Facility) is greater than $26,000,000; (d) Borrower shall deliver a new subordination and inter-creditor agreement (or reaffirmation or amendment to the existing subordination and inter-creditor agreement) executed by Liquidity Facility Lender and the Permitted Lender (if the Additional Mezzanine Financing is outstanding) in form and substance reasonably acceptable to Lender and approved by each of the Rating Agencies; (e) if the funding of the Additional Mezzanine Financing occurs after the first anniversary of the Closing Date, Lender has obtained a Rating Confirmation; (f) Borrower reimburses Lender for all costs reasonably incurred by Lender in processing the consent request, including, without limitation, reasonable legal fees and expenses and (g) the Additional Mezzanine Financing (i) is subordinate to, the interest rate per annum borne by Loan and the Certificates Mezzanine Loan and (ii) cannot be a revolving line of credit. So long as any Obligations remain outstanding, the Liquidity Facility Lender shall be increased by 0.50%, from and including such 270th day, to but excluding the date on which a Registration Event occurs. In the event that the Shelf Registration Statement ceases continue to be effective at a Permitted Lender. Lender acknowledges that if the Liquidity Facility Lender or any time during Marriott Entity provides the period specified by Additional Mezzanine Financing, Lender shall not unreasonably withhold its consent to Liquidity Facility Lender amending and restating the Registration Rights Agreement for more Liquidity Facility loan documents to be in substantially similar form (other than 60 days, whether or not consecutive, during any 12-month period, economic terms) to the interest rate per annum borne by the Certificates shall be increased by 0.50% from the 61st day of the applicable 12-month periodMezzanine Loan Documents.

Liquidity Facility. Each issue (a) No Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds shall be delivered unless a Liquidity Facility complying with the terms hereof shall be delivered to the Trustee. The Trustee (if the beneficiary of the Equipment Notes is or will be secured byLiquidity Facility, among other things, a security interest in Aircraft owned by otherwise the Company. The Certificates represent Fractional Undivided Interests in Tender Agent) shall draw on the Trust and the Trust Property, and will have no rights, benefits or interest in respect of any other separate trust established Liquidity Facility pursuant to the terms thereof and this Indenture for the purpose of paying the Basic Agreement Purchase Price of Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds that are tendered or deemed tendered for purchase pursuant to a Mandatory Tender, or in the case of Daily Rate Bonds or Weekly Rate Bonds, an Optional Tender, if in each case such Bonds are not remarketed. (b) The Trustee shall release and return the Liquidity Facility (which secures the Purchase Price of any other series of certificates issued pursuant thereto. Subject Bonds) to and the Liquidity Bank to an address specified by the Liquidity Bank (1) when there are no such Outstanding Bonds (determined without regard to Section 10.02 hereof); or (2) when the Liquidity Facility has expired or been terminated in accordance with the terms of the Agreement and the Intercreditor Agreement, from funds then available to the Trustee, there will be distributed on each April 1 and October 1 its terms; or (3) when a "Regular Distribution Date"), commencing on April 1, 2002, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments on the Equipment Notes due on such Regular Distribution Date, the receipt of which successor Trustee has been confirmed by the Trusteeappointed and qualified pursuant to Article VIII hereof, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which a new Liquidity Facility has been confirmed by issued to such successor Trustee; or (4) when the Trustee, equal to maximum aggregate credit available under the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date Liquidity Facility is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and no interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. [The Holder of this Certificate is entitled to the benefits of the Registration Rights Agreement, dated as of October 4, 2001, among the Company, the Trustee and the Placement Agents named therein (the "Registration Rights Agreement"). Subject reduced pursuant to the terms thereof and the Liquidity Bank has issued a new Liquidity Facility to the Trustee in the stated amount of the Registration Rights Agreement, in maximum aggregate credit available under the event that neither Liquidity Facility as so reduced but otherwise identical to the consummation of the Exchange Offer nor the declaration by the Commission of a Shelf Registration Liquidity Facility to be effective released; or (a "Registration Event"5) occurs on or prior when there is in effect an alternate Liquidity Facility satisfactory to the 270th day after Trustee if the date Trustee shall have written notice from each Rating Service maintaining a short-term credit rating with respect to the Bonds at such time that such release will not result in a reduction or withdrawal of its short-term credit rating then assigned to the initial issuance of Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds secured by such Liquidity Facility; or (6) on the Certificates, the interest rate per annum borne by the Certificates shall be increased by 0.50%, from and including Conversion Date when all such 270th day, Bonds are converted to but excluding the date on which a Registration Event occurs. In the event that the Shelf Registration Statement ceases to be effective at any time during the period specified by the Registration Rights Agreement for more than 60 days, whether or not consecutive, during any 12-month period, the interest rate per annum borne by the Certificates shall be increased by 0.50% from the 61st day of the applicable 12-month periodFixed Rate Bonds.