Common use of Obligation to Provide Additional Reserve Funds Clause in Contracts

Obligation to Provide Additional Reserve Funds. A. Notwithstanding anything contained herein to the contrary, no expenditures in excess of the applicable Reserves shall be made without the approval of Tenant during the last two (2) years of a Lease Term (unless Tenant has exercised its rights for a renewal term under the Lease) except those required by reason of or under any Insurance Requirement or Legal Requirement, or otherwise required for the continued safe and orderly operation of each Hotel. B. If, at any time, the funds in any Reserve shall be insufficient or are reasonably projected to be insufficient for necessary and permitted expenditures thereof, Manager shall give Landlord and Tenant written notice thereof, which notice shall set forth, in reasonable detail, the nature of the required or permitted action, the estimated cost thereof (including the amount which is in excess of the amount of funds in such Reserve) and such other information with respect thereto as Landlord or Tenant may reasonably require, and the following shall apply: Provided that (1) there then exists no Manager Default that has a material adverse effect on Tenant and which arises from acts or failures to act by Manager with respect to such Hotel, and (2) Manager shall comply with the provisions of Section 5.08 hereof, if applicable, Tenant shall, within thirty (30) Business Days after such notice, or such later date as Manager may direct by reasonable prior notice, disburse (or cause Landlord to disburse) such required funds to Manager for deposit into the Reserves as one or more lump sum contributions, in which event Tenant’s Priority with respect to such Hotel shall be adjusted as provided for herein in the definition of Tenant’s Priority and the Addendum for such Hotel shall be revised in accordance therewith. C. If Landlord or Tenant disputes Manager’s request for a lump sum contribution to a Reserve, Manager shall attempt to resolve such dispute through negotiation. If after one meeting (or conference call) of direct negotiations between Manager and Landlord or Tenant, as applicable, any party determines that open issues cannot be resolved within sixty (60) days, such matters shall be settled by the Expert in accordance with Section 11.23.B. Tenant and Landlord shall, to the extent possible, identify items in dispute on a line by line basis. D. A failure or refusal by Landlord or Tenant to provide the additional funds required in accordance with Section 5.07.B above within the time period set forth in Section 5.07.B (including after any Expert resolution pursuant to Section 11.23.B, if applicable) shall entitle Manager, at its option, to notify Landlord and Tenant in writing that Manager may terminate this Agreement with respect to the applicable Hotel. If Tenant does not deposit in such Reserve the additional funds required in accordance with Section 5.07.B within thirty (30) days after receipt of such notice of intent to terminate, Manager may, in its sole and absolute discretion, (i) elect to terminate this Agreement with respect to the applicable Hotel by written notice to Tenant and this Agreement shall terminate with respect to such Hotel as of the date that is one hundred eighty (180) days after the date of Tenant’s receipt of Manager’s termination notice, and which Termination shall otherwise be in accordance with the provisions of Section 11.11 hereof (an “FF&E Termination”), or (ii) exercise any remedy available at law or in equity (except as specifically limited herein). If Manager elects to effect an FF&E Termination, then, at Manager’s election and direction, Tenant shall enter into a franchise agreement with Marriott for such applicable Hotel (such an event, a “Franchise Conversion”), and Tenant shall satisfy the requirements set forth on Exhibit C. Notwithstanding the foregoing, Manager may advance the needed Reserve funds if (1) such funds are required in order for the Hotel to comply with System Standards related to the health or safety of persons or property on or about such Hotel; (2) such funds are required by reason of or under any Insurance Requirement or Legal Requirement, or otherwise required for the continued safe and orderly operation of such Hotel; (3) there is an emergency threatening such Hotel or the life or property of such Hotel’s guests; or (4) the failure to take remedial action may subject Manager, Landlord, Tenant, their Affiliates or any of their respective directors, managers, officers or employees to civil or criminal liability (other than de minimis civil fines or fees) (in each case, the “Emergency Funding”). Tenant agrees and authorizes Manager to reimburse Manager for such Emergency Funding from future Reserves of such Hotel, unless Manager elects to treat such Emergency Funding as an Additional Manager Advance with respect to the Hotel.

Obligation to Provide Additional Reserve Funds. A. Notwithstanding anything contained herein to the contrary, no expenditures in excess of the applicable Reserves shall be made without the approval of Tenant during the last two (2) years of a Lease Term (unless Tenant has exercised its rights for a renewal term under the Lease) except those required by reason of or under any Insurance Requirement or Legal Requirement, or otherwise required for the continued safe and orderly operation of each the Hotel. B. If, at any time, the funds in any Reserve shall be insufficient or are reasonably projected to be insufficient for necessary and permitted expenditures thereof, Manager shall give Landlord and Tenant written notice thereof, which notice shall set forth, in reasonable detail, the nature of the required or permitted action, the estimated cost thereof (including the amount which is in excess of the amount of funds in such Reserve) and such other information with respect thereto as Landlord or Tenant may reasonably require, and the following shall apply: Provided that (1) there then exists no Manager Default that has a material adverse effect on Tenant and which arises from acts or failures to act by Manager with respect to such the Hotel, and (2) Manager shall comply with the provisions of Section 5.08 hereof, if applicable, Tenant shall, within thirty (30) Business Days after such notice, or such later date as Manager may direct by reasonable prior notice, disburse (or cause Landlord to disburse) such required funds to Manager for deposit into the Reserves as one or more lump sum contributions, in which event Tenant’s Priority with respect to such the Hotel shall be adjusted as provided for herein in the definition of Tenant’s Priority and the Addendum for such the Hotel shall be revised in accordance therewith. C. If Landlord or Tenant disputes Manager’s request for a lump sum contribution to a Reserve, Manager shall attempt to resolve such dispute through negotiation. If after one meeting (or conference call) of direct negotiations between Manager and Landlord or Tenant, as applicable, any party determines that open issues cannot be resolved within sixty (60) days, such matters shall be settled by the Expert in accordance with Section 11.23.B. Tenant and Landlord shall, to the extent possible, identify items in dispute on a line by line basis. D. A failure or refusal by Landlord or Tenant to provide the additional funds required in accordance with Section 5.07.B above within the time period set forth in Section 5.07.B (including after any Expert resolution pursuant to Section 11.23.B, if applicable) shall entitle Manager, at its option, to notify Landlord and Tenant in writing that Manager may terminate this Agreement with respect to the applicable HotelAgreement. If Tenant does not deposit in such Reserve the additional funds required in accordance with Section 5.07.B within thirty (30) days after receipt of such notice of intent to terminate, Manager may, in its sole and absolute discretion, (i) elect to terminate this Agreement with respect to the applicable Hotel by written notice to Tenant and this Agreement shall terminate with respect to such Hotel as of the date that is one hundred eighty (180) days after the date of Tenant’s receipt of Manager’s termination notice, and which Termination shall otherwise be in accordance with the provisions of Section 11.11 hereof (an “FF&E Termination”), or (ii) exercise any remedy available at law or in equity (except as specifically limited herein). If Manager elects to effect an FF&E Termination, then, at Manager’s election and direction, Tenant shall enter into a franchise agreement with Marriott for such applicable the Hotel (such an event, a “Franchise Conversion”), and Tenant shall satisfy the requirements set forth on Exhibit C. D. Notwithstanding the foregoing, Manager may advance the needed Reserve funds if (1) such funds are required in order for the Hotel to comply with System Standards related to the health or safety of persons or property on or about such the Hotel; (2) such funds are required by reason of or under any Insurance Requirement or Legal Requirement, or otherwise required for the continued safe and orderly operation of such the Hotel; (3) there is an emergency threatening such the Hotel or the life or property of such the Hotel’s guests; or (4) the failure to take remedial action may subject Manager, Landlord, Tenant, their Affiliates or any of their respective directors, managers, officers or employees to civil or criminal liability (other than de minimis civil fines or fees) (in each case, the “Emergency Funding”). Tenant agrees and authorizes Manager to reimburse Manager for such Emergency Funding from future Reserves of such the Hotel, unless Manager elects to treat such Emergency Funding as an Additional Manager Advance with respect to the HotelAdvance.

Obligation to Provide Additional Reserve Funds. A. Notwithstanding anything contained herein to the contrary, no expenditures in excess of the applicable Reserves shall be made without the approval of Tenant during the last two (2) years of a Lease Term (unless Tenant has exercised its rights for a renewal term under the Lease) except those required by reason of or under any Insurance Requirement or Legal Requirement, or otherwise required for the continued safe and orderly operation of each Hotel. B. If, at any time, the funds in any Reserve shall be insufficient or are reasonably projected to be insufficient for necessary and permitted expenditures thereof, Manager shall give Landlord and Tenant written notice thereof, which notice shall set forth, in reasonable detail, the nature of the required or permitted action, the estimated cost thereof (including the amount which is in excess of the amount of funds in such Reserve) and such other information with respect thereto as Landlord or Tenant may reasonably require, and the following shall apply: Provided that (1) there then exists no Manager Default that has a material adverse effect on Tenant and which arises from acts or failures to act by Manager with respect to such Hotel, and (2) Manager shall comply with the provisions of Section 5.08 hereof, if applicable, Tenant shall, within thirty (30) Business Days after such notice, or such later date as Manager may direct by reasonable prior notice, disburse (or cause Landlord to disburse) such required funds to Manager for deposit into the Reserves as one or more lump sum contributions, in which event Tenant’s Priority with respect to such Hotel shall be adjusted as provided for herein in the definition of Tenant’s Priority and the Addendum for such Hotel shall be revised in accordance therewith. C. If Landlord or Tenant disputes Manager’s request for a lump sum contribution to a Reserve, Manager shall attempt to resolve such dispute through negotiation. If after one meeting (or conference call) of direct negotiations between Manager and Landlord or Tenant, as applicable, any party determines that open issues cannot be resolved within sixty (60) days, such matters shall be settled by the Expert in accordance with Section 11.23.B. Tenant and Landlord shall, to the extent possible, identify items in dispute on a line by line basis. D. A failure or refusal by Landlord or Tenant to provide the additional funds required in accordance with Section 5.07.B above within the time period set forth in Section 5.07.B (including after any Expert resolution pursuant to Section 11.23.B, if applicable) shall entitle Manager, at its option, to notify Landlord and Tenant in writing that Manager may terminate this Agreement with respect to the applicable Hotel. If Tenant does not deposit in such Reserve the additional funds required in accordance with Section 5.07.B within thirty (30) days after receipt of such notice of intent to terminate, Manager may, in its sole and absolute discretion, (i) elect to terminate this Agreement with respect to the applicable Hotel by written notice to Tenant and this Agreement shall terminate with respect to such Hotel as of the date that is one hundred eighty (180) days after the date of Tenant’s receipt of Manager’s termination notice, and which Termination shall otherwise be in accordance with the provisions of Section 11.11 hereof (an “FF&E Termination”), or (ii) exercise any remedy available at law or in equity (except as specifically limited herein). If Manager elects to effect an FF&E Termination, then, at Manager’s election and direction, Tenant shall enter into a franchise agreement with Marriott for such applicable Hotel (such an event, a “Franchise Conversion”), and Tenant shall satisfy the requirements set forth on Exhibit C. D. Notwithstanding the foregoing, Manager may advance the needed Reserve funds if (1) such funds are required in order for the Hotel to comply with System Standards related to the health or safety of persons or property on or about such Hotel; (2) such funds are required by reason of or under any Insurance Requirement or Legal Requirement, or otherwise required for the continued safe and orderly operation of such Hotel; (3) there is an emergency threatening such Hotel or the life or property of such Hotel’s guests; or (4) the failure to take remedial action may subject Manager, Landlord, Tenant, their Affiliates or any of their respective directors, managers, officers or employees to civil or criminal liability (other than de minimis civil fines or fees) (in each case, the “Emergency Funding”). Tenant agrees and authorizes Manager to reimburse Manager for such Emergency Funding from future Reserves of such Hotel, unless Manager elects to treat such Emergency Funding as an Additional Manager Advance with respect to the Hotel.

Obligation to Provide Additional Reserve Funds. A. Notwithstanding anything contained any provision herein to the contrary, no expenditures in excess of the applicable Reserves shall be made without the approval of the Tenant during the last two (2) years of a Lease Term (unless Tenant has exercised its rights for a renewal term under the LeaseRenewal Term) except those required by reason of or under any Insurance Requirement or Legal Requirement, or otherwise required for the continued safe and orderly operation of each Hotel. B. If, at any time, the funds in any Reserve shall be insufficient or are reasonably projected to be insufficient for necessary and permitted expenditures thereof, Manager shall give Landlord and Tenant written notice thereof, which notice shall set forth, in reasonable detail, the nature of the required or permitted action, the estimated cost thereof (including the amount which is in excess of the amount of funds in such Reserve) and such other information with respect thereto as Landlord or Tenant may reasonably require, and the following shall apply: Provided that (1) there then exists no Manager Default that has a material adverse effect on Tenant and which arises from acts or failures to act by Manager with respect to such Hotelhereunder, and (2) Manager shall otherwise comply with the provisions of Section 5.08 hereof, if applicable, Tenant shall, within thirty (30) Business Days after such notice, or such later date as Manager may direct by reasonable prior notice, disburse (or cause Landlord to disburse) such required funds to Manager for deposit into the Reserves as one or more lump sum contributions, in which event Tenant’s 's First Priority with respect to such Hotel shall be adjusted as provided for herein in the definition of Tenant’s 's First Priority and the Addendum for such Hotel shall be revised in accordance therewith. C. If Landlord or Tenant disputes Manager’s 's request for a lump sum contribution to a Reserve, Manager shall attempt to resolve such dispute through negotiation. If after one meeting (or conference call) of direct negotiations between Manager and Landlord or Tenant, as applicable, any party determines that open issues cannot be resolved within sixty (60) days, such matters shall be settled by the Expert in accordance with Section 11.23.B. submitted to Arbitration. Tenant and Landlord shall, to the extent possible, identify items in dispute on a line by line basis. D. A failure or refusal by Landlord or Tenant to provide the additional funds required in accordance with Section 5.07.B above within the time period set forth in Section 5.07.B (including after any Expert resolution pursuant to Section 11.23.BArbitration, if applicable) shall entitle Manager, at its option, to notify Landlord and Tenant in writing that Manager may terminate this Agreement with respect to the applicable HotelHotel if Tenant does not advance such funds. Tenant shall promptly thereafter, fund the amounts required to be contributed to such Reserve. If Tenant does not deposit in such Reserve the additional funds required in accordance with Section 5.07.B within thirty (30) days after receipt of such notice of intent to terminate, Manager may, in its sole and absolute discretion, (i) provided Landlord's interest in the Hotel is not then subject to a Qualifying Mortgage or owned by a Person who acquired such interest pursuant to a Qualifying Mortgage (or a deed-in-lieu in connection therewith), elect to terminate this Agreement with respect to the applicable Hotel by written notice to Tenant and this Agreement shall terminate with respect to such the applicable Hotel as of the date that is one hundred eighty (180) days after the date of Tenant’s 's receipt of Manager’s termination 's notice, and which Termination termination shall otherwise be in accordance with the provisions of Section 11.11 hereof (an “FF&E Termination”)hereof, or (ii) exercise any remedy available at law or in equity (except as specifically limited herein) or (iii) without obligation, fund all or a portion of the amounts required to be contributed to such Reserve (a "Manager Reserve Advance"). If Manager elects to effect an FF&E Termination, then, at Manager’s election and directionUnder the Lease, Tenant shall enter into a franchise agreement with Marriott for such applicable Hotel (such an event, a “Franchise Conversion”), and Tenant shall satisfy the requirements set forth on Exhibit C. Notwithstanding the foregoing, Manager may advance the needed Reserve funds if (1) such funds are required in order for the Hotel is entitled to comply with System Standards related to the health or safety of persons or property on or about such Hotel; (2) such funds are required by reason of or under any Insurance Requirement or Legal Requirement, or otherwise offset amounts required for the continued safe and orderly operation repayment of such Hotel; (3) there is an emergency threatening such Hotel or any Manager Reserve Advance against Additional Rent due pursuant to the life or property of such Hotel’s guests; or (4) the failure to take remedial action may subject Manager, Landlord, Tenant, their Affiliates or any of their respective directors, managers, officers or employees to civil or criminal liability (other than de minimis civil fines or fees) (in each case, the “Emergency Funding”)Lease. Tenant agrees and authorizes Manager to make payments to reimburse Manager for such Emergency Funding advances, by deducting such amounts from future Reserves Operating Profit owed to Tenant as Tenant's Second Priority, to the full extent to which Tenant is entitled to an offset against Additional Rent due from Tenant to Landlord pursuant to the Lease. Landlord has pursuant to the Owner Agreement, instructed Manager that, to the extent of such HotelLandlord's right, unless title and interest therein, Manager elects may disburse and apply amounts held by Manager for Tenant which would be payable by Tenant to treat such Emergency Funding Landlord as an Additional Rent due pursuant to the Lease to repay any Manager Reserve Advance until paid in full. Notwithstanding the foregoing, the parties acknowledge and agree that while the Pooling Agreement is in effect with respect to two or more Hotels, Manager's termination right pursuant to this Section 5.07.F shall only be exercised with respect to all or none of the HotelHotels which are subject to the Pooling Agreement.

Obligation to Provide Additional Reserve Funds. A. Notwithstanding anything contained herein to the contrary, no expenditures in excess of the applicable Reserves shall be made without the approval of Tenant during the last two (2) years of a Lease Term (unless Tenant has exercised its rights for a renewal term under the applicable Lease) except those required by reason of or under any Insurance Requirement or Legal Requirement, or otherwise required for the continued safe and orderly operation of each Hotel. B. If, at any time, the funds in any Reserve shall be insufficient or are reasonably projected to be insufficient for necessary and permitted expenditures thereof, Manager shall give Landlord and Tenant written notice thereof, which notice shall set forth, in reasonable detail, the nature of the required or permitted action, the estimated cost thereof (including the amount which is in excess of the amount of funds in such Reserve) and such other information with respect thereto as Landlord or Tenant may reasonably require, and the following shall apply: Provided that (1) there then exists no Manager Default that has a material adverse effect on Tenant and which arises from acts or failures to act by Manager with respect to such Hotel, and (2) Manager shall comply with the provisions of Section 5.08 hereof, if applicable, Tenant shall, within thirty (30) Business Days after such notice, or such later date as Manager may direct by reasonable prior notice, disburse (or cause Landlord to disburse) such required funds to Manager for deposit into the Reserves as one or more lump sum contributions, in which event Tenant’s Priority with respect to such Hotel shall be adjusted as provided for herein in the definition of Tenant’s Priority and the Addendum for such Hotel shall be revised in accordance therewith. C. If Landlord or Tenant disputes Manager’s request for a lump sum contribution to a Reserve, Manager shall attempt to resolve such dispute through negotiation. If after one meeting (or conference call) of direct negotiations between Manager and Landlord or Tenant, as applicable, any party determines that open issues cannot be resolved within sixty (60) days, such matters shall be settled by the Expert in accordance with Section 11.23.B. Tenant and Landlord shall, to the extent possible, identify items in dispute on a line by line basis. D. A failure or refusal by Landlord or Tenant to provide the additional funds required in accordance with Section 5.07.B above within the time period set forth in Section 5.07.B (including after any Expert resolution pursuant to Section 11.23.B, if applicable) shall entitle Manager, at its option, to notify Landlord and Tenant in writing that Manager may terminate this Agreement with respect to the applicable Hotel. If Tenant does not deposit in such Reserve the additional funds required in accordance with Section 5.07.B within thirty (30) days after receipt of such notice of intent to terminate, Manager may, in its sole and absolute discretion, (i) elect to terminate this Agreement with respect to the applicable Hotel by written notice to Tenant and this Agreement shall terminate with respect to such Hotel as of the date that is one hundred eighty (180) days after the date of Tenant’s receipt of Manager’s termination notice, and which Termination shall otherwise be in accordance with the provisions of Section 11.11 hereof (an “FF&E Termination”), or (ii) exercise any remedy available at law or in equity (except as specifically limited herein). If Manager elects to effect an FF&E Termination, then, at Manager’s election and direction, Tenant shall enter into a franchise agreement with Marriott for such applicable Hotel (such an event, a “Franchise Conversion”), and Tenant shall satisfy the requirements set forth on Exhibit C. Notwithstanding the foregoing, Manager may advance the needed Reserve funds if (1) such funds are required in order for the Hotel to comply with System Standards related to the health or safety of persons or property on or about such Hotel; (2) such funds are required by reason of or under any Insurance Requirement or Legal Requirement, or otherwise required for the continued safe and orderly operation of such Hotel; (3) there is an emergency threatening such Hotel or the life or property of such Hotel’s guests; or (4) the failure to take remedial action may subject Manager, Landlord, Tenant, their Affiliates or any of their respective directors, managers, officers or employees to civil or criminal liability (other than de minimis civil fines or fees) (in each case, the “Emergency Funding”). Tenant agrees and authorizes Manager to reimburse Manager for such Emergency Funding from future Reserves of such Hotel, unless Manager elects to treat such Emergency Funding as an Additional Manager Advance with respect to the Hotel.

Obligation to Provide Additional Reserve Funds. A. Notwithstanding anything contained herein to the contrary, no expenditures in excess of the applicable Reserves shall be made without the approval of the Tenant during the last two (2) years of a Lease Term (unless Tenant has exercised its rights for a renewal term under the Lease) except those required by reason of or under any Insurance Requirement or Legal Requirement, or otherwise required for the continued safe and orderly operation of each Hotel. B. If, at any time, the funds in any Reserve shall be insufficient or are reasonably projected to be insufficient for necessary and permitted expenditures thereof, Manager shall give Landlord and Tenant written notice thereof, which notice shall set forth, in reasonable detail, the nature of the required or permitted action, the estimated cost thereof (including the amount which is in excess of the amount of funds in such Reserve) and such other information with respect thereto as Landlord or Tenant may reasonably require, and the following shall apply: Provided that (1) there then exists no Manager Default that has a material adverse effect on Tenant and which arises from acts or failures failure to act by Manager with respect to such Hotel, and (2) Manager shall otherwise comply with the provisions of Section 5.08 hereof, if applicable, Tenant shall, within thirty (30) Business Days after such notice, or such later date as Manager may direct by reasonable prior notice, disburse (or cause Landlord to disburse) such required funds to Manager for deposit into the Reserves as one or more lump sum contributions, in which event Tenant’s Priority with respect to such Hotel shall be adjusted as provided for herein in the definition of Tenant’s Priority and the Addendum for such Hotel shall be revised in accordance therewith. C. If Landlord or Tenant disputes Manager’s request for a lump sum contribution to a Reserve, Manager shall attempt to resolve such dispute through negotiation. If after one meeting (or conference call) of direct negotiations between Manager and Landlord or Tenant, as applicable, any party determines that open issues cannot be resolved within sixty (60) days, such matters shall be settled by the Expert in accordance with Section 11.23.B. 11.22.B. Tenant and Landlord shall, to the extent possible, identify items in dispute on a line by line basis. D. A failure or refusal by Landlord or Tenant to provide the additional funds required in accordance with Section 5.07.B above within the time period set forth in Section 5.07.B (including after any Expert resolution pursuant to Section 11.23.B11.22.B, if applicable) shall entitle Manager, at its option, to notify Landlord and Tenant in writing that Manager may terminate this Agreement with respect to the applicable Hotel. Tenant shall promptly thereafter fund the amounts required to be contributed to such Reserve. If Tenant does not deposit in such Reserve the additional funds required in accordance with Section 5.07.B within thirty (30) days after receipt of such notice of intent to terminate, Manager may, in its sole and absolute discretion, (i) provided Landlord’s interest in the Hotel is not then subject to a Qualified Mortgage or owned by a Person who acquired such interest pursuant to a Qualified Mortgage (or a deed-in-lieu in connection therewith), elect to terminate this Agreement with respect to the applicable Hotel by written notice to Tenant and this Agreement shall terminate with respect to such the applicable Hotel as of the date that is one hundred eighty (180) days after the date of Tenant’s receipt of Manager’s termination notice, and which Termination termination shall otherwise be in accordance with the provisions of Section 11.11 hereof (an “FF&E Termination”)hereof, or (ii) exercise any remedy available at law or in equity (except as specifically limited herein). If Manager elects , or (iii) without obligation, fund all or a portion of the amounts required to effect an FF&E Termination, then, at Manager’s election and direction, Tenant shall enter into a franchise agreement with Marriott for be contributed to such applicable Hotel Reserve (such an event, a “Franchise Conversion”), and Tenant shall satisfy the requirements set forth on Exhibit C. Notwithstanding the foregoing, Manager may advance the needed Reserve funds if (1) such funds are required in order for the Hotel to comply with System Standards related to the health or safety of persons or property on or about such Hotel; (2) such funds are required by reason of or under any Insurance Requirement or Legal Requirement, or otherwise required for the continued safe and orderly operation of such Hotel; (3) there is an emergency threatening such Hotel or the life or property of such Hotel’s guests; or (4) the failure to take remedial action may subject Manager, Landlord, Tenant, their Affiliates or any of their respective directors, managers, officers or employees to civil or criminal liability (other than de minimis civil fines or fees) (in each case, the “Emergency FundingAdvance”). Tenant agrees and authorizes Manager to make payments to reimburse Manager for such Emergency Funding advances, by deducting such amounts from future Reserves Operating Profit immediately after distributions of such HotelTenant’s Priority and prior to any other deduction or other distribution therefrom. Notwithstanding the foregoing, unless Manager elects to treat such Emergency Funding as an Additional Manager Advance the parties acknowledge and agree that while the Pooling Agreement is in effect with respect to two or more Hotels, Manager’s termination right pursuant to this Section 5.07.D shall only be exercised with respect to all or none of the HotelHotels which are subject to the Pooling Agreement.