Common use of Operating Profit Clause in Contracts

Operating Profit. A. So long as the Pooling Agreement has not been terminated in accordance with its terms with respect to one or more of the Hotels, Operating Profit for such Hotels with respect to periods for which the Pooling Agreement was in effect shall be distributed, to the extent available, as provided in the Pooling Agreement and the provisions of Section 3.02.B shall not apply. B. For any period during the Term after the termination of the Pooling Agreement in accordance with its terms with respect to one or more of the Hotels, Operating Profit for each such Hotel shall be distributed in the following order of priority: 1. First, to Tenant, in an amount equal to Tenant’s Priority for such Hotel. 2. Second, to Tenant, in an amount equal to the amount of rent due pursuant to the ground lease (if any) to which such Hotel is subject, as set forth on the applicable Addendum for such Hotel (the “Ground Lease Rent”). 3. Third, to Manager, in an amount equal to the Base Management Fee for such Hotel. 4. Fourth, pari passu, to (i) Tenant, in an amount necessary to reimburse Tenant for all Tenant Working Capital Advances and Tenant Operating Loss Advances made by Tenant, from time to time (collectively, “Tenant Advances”) with respect to such Hotel which have not yet been repaid by distributions pursuant to this Section 3.02.B(4), and (ii) to Marriott, in an amount necessary to reimburse Marriott or any Affiliate for all Additional Marriott Advances made by Marriott or any Affiliate (including Manager) allocable to such Hotel and all Additional Manager Advances from time to time which have not yet been repaid by distributions pursuant to this Section 3.02.B(4). If at any time the amounts available for distribution to Tenant and Marriott with respect to a Hotel pursuant to this Section 3.02.B(4) (“Available Funds”) are insufficient (a) to repay to Tenant all outstanding Tenant Advances with respect to a Hotel (the “Sum Due Tenant”), and (b) to repay to Marriott all outstanding Additional Marriott Advances and Additional Manager Advances with respect to a Hotel (the “Sum Due Marriott”), then (x) Tenant shall be paid from the Available Funds for such Hotel the amount obtained by multiplying a number equal to the amount of the Available Funds by a fraction, the numerator of which is the Sum Due Tenant and the denominator of which is the sum of the Sum Due Tenant plus the Sum Due Marriott, and (y) Marriott shall be paid from the Available Funds the amount obtained by multiplying a number equal to the amount of the Available Funds for such Hotel by a fraction, the numerator of which is the Sum Due Marriott and the denominator of which is the sum of the Sum Due Tenant plus the Sum Due Marriott. 5. Fifth, to Manager, in an amount equal to any accrued, but unpaid Base Management Fees for such Hotel. 6. Sixth, to Manager, in an amount equal to the First Incentive Management Fee for such Hotel. 7. Seventh, to Tenant, in an amount up to sixty percent (60%) of Operating Profit remaining after deducting amounts paid or payable in respect of Sections 3.02.B(1) through (6) hereof necessary for the Security Deposit Replenishment with respect to such Hotel. 8. Eighth, to Manager, in an amount equal to the Second Incentive Management Fee for such Hotel. 9. Finally, to Tenant, the balance, if any. C. For any period during which a Hotel is no longer subject to the terms of the Pooling Agreement pursuant to the terms thereof, Tenant shall receive Tenant’s Priority in accordance with the terms hereof, subject, however, to the provisions of this Section 3.02.C. If the Operating Profit for the applicable Accounting Period, as determined by Manager, is less than Tenant’s Priority with respect to such Accounting Period (a “Tenant’s Priority Shortfall”), then such Tenant’s Priority Shortfall shall first be funded by Security Deposit Advances, and if the Security Deposit is depleted or otherwise insufficient to fund such Tenant’s Priority Shortfall, then the amount of the Tenant’s Priority Shortfall required to satisfy the Tenant’s Termination Threshold shall be funded by Marriott Guaranty Advances, subject to the terms of the Marriott Guaranty Agreement, for so long as the Marriott Guaranty Agreement is in effect, and any such amounts funded in excess of the Tenant’s Termination Threshold shall be deemed to have been funded by Marriott as an Additional Marriott Advance and/or Manager as an Additional Manager Advance (as applicable) and not as a Marriott Guaranty Advance. Any amount of the Tenant’s Priority Shortfall not funded from the Security Deposit or by Marriott or Manager shall accrue and be paid as provided in Section 4.01 hereof. If a Guaranty Termination Event has occurred, then Manager may, without any obligation and in its sole and absolute discretion, fund up to the Post-Guaranty Termination Threshold, and any such amounts funded by Manager following such Guaranty Termination Event shall be deemed Additional Manager Advances. If (a) no Guaranty Termination Event has occurred, and Marriott has not funded up to the Tenant’s Termination Threshold under the Marriott Guaranty Agreement as provided herein for the applicable Fiscal Year on a cumulative basis within ten (10) days of receiving written request from Tenant or (b) a Guaranty Termination Event has occurred, and Manager has not funded up to the Post-Guaranty Termination Threshold for the applicable Fiscal Year on a cumulative basis within ten (10) days of receiving written request from Tenant (such event, a “Manager Funding Termination Event”), then Tenant shall have the right to effect a Termination of this Agreement with respect to such Hotel by written notice to Manager, which Termination shall be effective as of the effective date which is set forth in said notice; provided that said effective date shall be at least sixty (60) days (or such longer period required by applicable Legal Requirements concerning the termination of Hotel employees) after the date of such notice. If the Termination is pursuant to clause (a) of this Section 3.02.C, then such Termination (i) shall be in accordance with the provisions of Section 11.11 of this Agreement, (ii) shall constitute a Manager Default, and (iii) shall entitle Tenant to all rights and remedies available to it with respect to a Manager Default as provided for in Article IX hereof. If the Termination is due to a Manager Funding Termination Event, then such Termination shall not constitute a Manager Default or Manager Event of Default and shall be in accordance with the provisions of Section 11.11 of this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that Tenant’s termination right pursuant to this Section 3.02.C shall only be exercised with respect to all or none of the Hotels which are subject to this Agreement. D. Notwithstanding the provisions of Section 3.02.B(2) hereof, the parties hereby acknowledge and agree that none of Manager, Marriott or any of their respective Affiliates are obligated to pay and in no event shall be liable in any way whatsoever (i) for any payment of, or failure to pay, the Ground Lease Rent to the lessor under any such ground lease; and/or (ii) if there is insufficient Operating Profit to cover the full amount of such Ground Lease Rent.

Operating Profit. A. So long as the Pooling Agreement has not been terminated in accordance with its terms with respect to one or more of the Hotels, Hotels Operating Profit for such Hotels with respect to periods for which the Pooling Agreement was in effect shall be distributed, to the extent available, as provided in the Pooling Agreement and the provisions of Section 3.02.B shall not apply. B. For any period during the Term after the termination of the Pooling Agreement in accordance with its terms with respect to one or more of the Hotels, Hotels Operating Profit for each such Hotel shall be distributed in the following order of priority: 1. First, to Tenant, in an amount equal to Tenant’s 's First Priority for such Hotel. 2. Second, to Tenant, in an amount equal to the amount of rent due pursuant to the ground lease (if any) to which such Hotel is subject, as set forth on the applicable Addendum Tenant's Second Priority for such Hotel (the “Ground Lease Rent”)Hotel. 3. Third, to ManagerTenant, in an amount equal to the Base Management Fee Tenant's Third Priority for such Hotel. 4. Fourth, pari passuto Tenant, in an amount necessary to replenish all Holdback Agreement Advances allocable to such Hotel. 5. Fifth, to (i) Tenant, in an amount necessary to reimburse Tenant for all Tenant Working Capital Advances and Tenant Operating Loss Advances made by Tenant, from time to time (collectively, “"Tenant Advances”") with respect to such Hotel which have not yet been repaid by distributions pursuant to this Section 3.02.B(4)3.02.B.5, and (ii) to Marriott, in an amount necessary to reimburse Marriott or any Affiliate for all Additional Marriott Advances made by Marriott or any Affiliate (including Manager) allocable to such Hotel and all Additional Manager Advances from time to time which have not yet been repaid by distributions pursuant to this Section 3.02.B(4)3.02.B.5. If at any time the amounts available for distribution to Tenant and Marriott with respect to a Hotel pursuant to this Section 3.02.B(4) 3.02.B.5 (“"Available Funds”") are insufficient (a) to repay to Tenant all outstanding Tenant Advances with respect to a Hotel (the “"Sum Due Tenant”"), and (b) to repay to Marriott all outstanding Additional Marriott Advances and Additional Manager Advances with respect to a Hotel (the “"Sum Due Marriott”"), then (x) Tenant shall be paid from the Available Funds for such Hotel the amount obtained by multiplying a number equal to the amount of the Available Funds by a fraction, the numerator of which is the Sum Due Tenant and the denominator of which is the sum of the Sum Due Tenant plus the Sum Due Marriott, and (y) Marriott shall be paid from the Available Funds the amount obtained by multiplying a number equal to the amount of the Available Funds for such Hotel by a fraction, the numerator of which is the Sum Due Marriott and the denominator of which is the sum of the Sum Due Tenant plus the Sum Due Marriott. 5. Fifth, to Manager, in an amount equal to any accrued, but unpaid Base Management Fees for such Hotel. 6. Sixth, to Manager, in an amount equal to the First Incentive Priority Management Fee for such Hotel. 7. Seventh, to TenantManager, in an amount up equal to sixty percent (60%) of Operating Profit remaining after deducting amounts paid or payable in respect of Sections 3.02.B(1) through (6) hereof necessary the Base Management Fee for the Security Deposit Replenishment with respect to such Hotel. 8. Eighth, to Manager, in an amount equal to the First Incentive Management Fee for such Hotel (however, in no event shall any amount be due or payable by Manager pursuant to this clause (8) in the event the First Incentive Management Fee for any Hotel is equal to or less than Zero Dollars ($0.00). 9. Ninth, to Manager, in an amount equal to the Second Incentive Management Fee for such Hotel.; 910. FinallyTenth, to Tenant, the balance, if any. C. For any period during which a Hotel is no longer subject to the terms of after the Pooling Agreement pursuant to the terms thereof, Tenant shall receive Tenant’s Priority has been terminated in accordance with the its terms hereof, subject, however, to the provisions of this Section 3.02.C. If the Operating Profit for the applicable Accounting Period, as determined by Manager, is less than Tenant’s Priority with respect to such one or more of the Hotels, if Tenant does not receive on or before the first day of each Accounting Period Tenant's First Priority for any such Hotel from Operating Profit, Marriott Guaranty Advances or Holdback Agreement Advances which Tenant elects in its discretion to make (a “"Tenant’s 's First Priority Shortfall”Deficiency"), then such Tenant’s Priority Shortfall shall first be funded by Security Deposit Advances, and further provided that if the Security Deposit is depleted or otherwise insufficient to Manager does not fund such Tenant’s 's First Priority Shortfall, then the amount of the Tenant’s Priority Shortfall required to satisfy the Tenant’s Termination Threshold shall be funded by Marriott Guaranty Advances, subject to the terms of the Marriott Guaranty Agreement, for so long as the Marriott Guaranty Agreement is in effect, and any such amounts funded in excess of the Tenant’s Termination Threshold shall be deemed to have been funded by Marriott as an Additional Marriott Advance and/or Manager Deficiency (as an Additional Manager Advance (as applicablehereunder) and not as a Marriott Guaranty Advance. Any amount of the Tenant’s Priority Shortfall not funded from the Security Deposit or by Marriott or Manager shall accrue and be paid as provided in Section 4.01 hereof. If a Guaranty Termination Event has occurred, then Manager may, without any obligation and in its sole and absolute discretion, fund up to the Post-Guaranty Termination Threshold, and any such amounts funded by Manager following such Guaranty Termination Event shall be deemed Additional Manager Advances. If (a) no Guaranty Termination Event has occurred, and Marriott has not funded up to the Tenant’s Termination Threshold under the Marriott Guaranty Agreement as provided herein for the applicable Fiscal Year on a cumulative basis within ten (10) days of receiving a written request from Tenant or (b) a Guaranty Termination Event has occurred, and Manager has not funded up to the Post-Guaranty Termination Threshold for the applicable Fiscal Year on a cumulative basis within ten (10) days of receiving written request same from Tenant (such eventTenant, a “Manager Funding Termination Event”), then Tenant shall have the right to effect a Termination of this Agreement with respect to such Hotel by written notice to Manager, which Termination shall be effective as of the effective date which is set forth in said notice; , provided that said effective date shall be at least sixty thirty (6030) days (or such longer period required by applicable Legal Requirements concerning the termination of Hotel employees) after the date of such said notice. If the Termination is pursuant to clause (a) of this Section 3.02.C, then such Such Termination (i) shall be in accordance with the provisions of Section 11.11 of this Agreement, (ii) shall constitute a Manager Default, and (iii) shall entitle Tenant to all rights and remedies available to it with respect to a Manager Default as provided for in Article IX hereof. If the Termination is due to a Manager Funding Termination Event, then such Termination shall not constitute a Manager Default or Manager Event of Default and shall be in accordance with the provisions of Section 11.11 of this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that Tenant’s termination right pursuant to this Section 3.02.C shall only be exercised with respect to all or none of the Hotels which are subject to this Agreement. D. Notwithstanding the provisions of Section 3.02.B(2) hereof, the parties hereby acknowledge and agree that none of Manager, Marriott or any of their respective Affiliates are obligated to pay and in no event shall be liable in any way whatsoever (i) for any payment of, or failure to pay, the Ground Lease Rent to the lessor under any such ground lease; and/or (ii) if there is insufficient Operating Profit to cover the full amount of such Ground Lease Rent.

Operating Profit. A. So long as the Pooling Agreement has not been terminated in accordance with its terms with respect to one or more of the Hotels, Operating Profit for such Hotels with respect to periods for which the Pooling Agreement was in effect shall be distributed, to the extent available, as provided in the Pooling Agreement and the provisions of Section 3.02.B shall not apply. B. For any period during the Term after the termination of the Pooling Agreement in accordance with its terms with respect to one or more of the Hotels, Operating Profit for each such Hotel shall be distributed in the following order of priority: 1. First, to Tenant, in an amount equal to Tenant’s Priority for such Hotel. 2. Second, to Tenant, in an amount equal to the amount of rent due pursuant to the ground lease (if any) to which such Hotel is subject, as set forth on the applicable Addendum for such Hotel (the “Ground Lease Rent”). 3. Third, to Manager, in an amount equal to the Base Management Fee for such Hotel. 4. Fourth, pari passu, to (i) Tenant, in an amount necessary to reimburse Tenant for all Tenant Working Capital Advances and Tenant Operating Loss Advances made by Tenant, from time to time (collectively, “Tenant Advances”) with respect to such Hotel which have not yet been repaid by distributions pursuant to this Section 3.02.B(43.02.B(2), and (ii) to Marriott, in an amount necessary to reimburse Marriott or any Affiliate for all Additional Marriott Advances made by Marriott or any Affiliate (including Manager) allocable to such Hotel and all Additional Manager Advances from time to time which have not yet been repaid by distributions pursuant to this Section 3.02.B(43.02.B(2). If at any time the amounts available for distribution to Tenant and Marriott with respect to a Hotel pursuant to this Section 3.02.B(43.02.B(2) (“Available Funds”) are insufficient (a) to repay to Tenant all outstanding Tenant Advances with respect to a Hotel (the “Sum Due Tenant”), and (b) to repay to Marriott all outstanding Additional Marriott Advances and Additional Manager Advances with respect to a Hotel (the “Sum Due Marriott”), then (x) Tenant shall be paid from the Available Funds for such Hotel the amount obtained by multiplying a number equal to the amount of the Available Funds by a fraction, the numerator of which is the Sum Due Tenant and the denominator of which is the sum of the Sum Due Tenant plus the Sum Due Marriott, and (y) Marriott shall be paid from the Available Funds the amount obtained by multiplying a number equal to the amount of the Available Funds for such Hotel by a fraction, the numerator of which is the Sum Due Marriott and the denominator of which is the sum of the Sum Due Tenant plus the Sum Due Marriott. 53. Fifth, to Manager, in an amount equal to any accrued, but unpaid Base Management Fees for such Hotel. 6. SixthThird, to Manager, in an amount equal to the First Incentive Management Fee for such HotelFee. 74. SeventhFourth, to Tenant, in an amount up to sixty percent (60%) of Operating Profit remaining after deducting amounts paid or payable in respect of Sections 3.02.B(1) through (6) hereof necessary for the Security Deposit Replenishment with respect to such Hotel. 85. EighthFifth, to Manager, in an amount equal to the Second Incentive Management Fee for such HotelFee. 96. Finally, to Tenant, the balance, if any. C. For any period during which a Hotel is no longer subject to the terms of the Pooling Agreement pursuant to the terms thereof, pursuant to Section 4.03.B below, Tenant shall receive Tenant’s Priority in accordance with on or before the terms hereof, first day of each Accounting Period subject, however, to the provisions following terms of this Section 3.02.C. If the Operating Profit for the applicable Accounting Period, as determined by Manager, is less than Tenant’s Priority with respect to such Accounting Period (a “Tenant’s Priority Shortfall”), then such Tenant’s Priority Shortfall shall first be funded by Security Deposit Advances, and if the Security Deposit is depleted or otherwise insufficient to fund such Tenant’s Priority Shortfall, then the amount of the Tenant’s Priority Shortfall required to satisfy the Tenant’s Termination Threshold shall be funded by Marriott Guaranty Advances, subject to the terms of the Marriott Guaranty Agreement, for so long as the Marriott Guaranty Agreement is in effect, and any such amounts funded in excess of the Tenant’s Termination Threshold shall be deemed to have been funded by Marriott as an Additional Marriott Advance and/or Manager as an Additional Manager Advance (as applicable) and not as a Marriott Guaranty Advance. Any amount of the Tenant’s Priority Shortfall not funded from the Security Deposit or by Marriott or Manager shall accrue and be paid as provided in Section 4.01 hereof. If a Guaranty Termination Event has occurred, then Manager may, without any obligation and in its sole and absolute discretion, fund up to the Post-Guaranty Termination Threshold, and any such amounts funded by Manager following such Guaranty Termination Event shall be deemed Additional Manager Advances. If (a) no Guaranty Termination Event has occurred, and Marriott has not funded up to the Tenant’s Termination Threshold under the Marriott Guaranty Agreement as provided herein for the applicable Fiscal Year on a cumulative basis within ten (10) days of receiving written request from Tenant or (b) a Guaranty Termination Event has occurred, and Manager has not funded up to the Post-Guaranty Termination Threshold for the applicable Fiscal Year on a cumulative basis within ten (10) days of receiving written request from Tenant (such event, a “Manager Funding Termination Event”), then Tenant shall have the right to effect a Termination of this Agreement with respect to such Hotel by written notice to Manager, which Termination shall be effective as of the effective date which is set forth in said notice; provided that said effective date shall be at least sixty (60) days (or such longer period required by applicable Legal Requirements concerning the termination of Hotel employees) after the date of such notice. If the Termination is pursuant to clause (a) of this Section 3.02.C, then such Termination (i) shall be in accordance with the provisions of Section 11.11 of this Agreement, (ii) shall constitute a Manager Default, and (iii) shall entitle Tenant to all rights and remedies available to it with respect to a Manager Default as provided for in Article IX hereof. If the Termination is due to a Manager Funding Termination Event, then such Termination shall not constitute a Manager Default or Manager Event of Default and shall be in accordance with the provisions of Section 11.11 of this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that Tenant’s termination right pursuant to this Section 3.02.C shall only be exercised with respect to all or none of the Hotels which are subject to this Agreement3.02. D. Notwithstanding the provisions of Section 3.02.B(2) hereof, the parties hereby acknowledge and agree that none of Manager, Marriott or any of their respective Affiliates are obligated to pay and in no event shall be liable in any way whatsoever (i) for any payment of, or failure to pay, the Ground Lease Rent to the lessor under any such ground lease; and/or (ii) if there is insufficient Operating Profit to cover the full amount of such Ground Lease Rent.

Operating Profit. A. So long as the Pooling Agreement has not been terminated in accordance with its terms with respect to one or more of the HotelsHotel, Operating Profit for such Hotels the Hotel with respect to periods for which the Pooling Agreement was in effect shall be distributed, to the extent available, as provided in the Pooling Agreement and the provisions of Section 3.02.B shall not apply. B. For any period during the Term after the termination of the Pooling Agreement in accordance with its terms with respect to one or more of the HotelsHotel, Operating Profit for each such the Hotel shall be distributed in the following order of priority: 1. First, to Tenant, in an amount equal to Tenant’s Priority for such the Hotel. 2. Second, to Tenant, in an amount equal to the amount of rent due pursuant to the ground lease (if any) to which such the Hotel is subject, as set forth on the applicable Addendum for such the Hotel (the “Ground Lease Rent”). 3. Third, to Manager, in an amount equal to the Base Management Fee for such the Hotel. 4. Fourth, pari passu, to (i) Tenant, in an amount necessary to reimburse Tenant for all Tenant Working Capital Advances and Tenant Operating Loss Advances made by Tenant, from time to time (collectively, “Tenant Advances”) with respect to such the Hotel which have not yet been repaid by distributions pursuant to this Section 3.02.B(4), and (ii) to Marriott, in an amount necessary to reimburse Marriott or any Affiliate for all Additional Marriott Advances made by Marriott or any Affiliate (including Manager) allocable to such the Hotel and all Additional Manager Advances from time to time which have not yet been repaid by distributions pursuant to this Section 3.02.B(4). If at any time the amounts available for distribution to Tenant and Marriott with respect to a the Hotel pursuant to this Section 3.02.B(4) (“Available Funds”) are insufficient (a) to repay to Tenant all outstanding Tenant Advances with respect to a Hotel (the “Sum Due Tenant”), and (b) to repay to Marriott all outstanding Additional Marriott Advances and Additional Manager Advances with respect to a the Hotel (the “Sum Due Marriott”), then (x) Tenant shall be paid from the Available Funds for such the Hotel the amount obtained by multiplying a number equal to the amount of the Available Funds by a fraction, the numerator of which is the Sum Due Tenant and the denominator of which is the sum of the Sum Due Tenant plus the Sum Due Marriott, and (y) Marriott shall be paid from the Available Funds the amount obtained by multiplying a number equal to the amount of the Available Funds for such the Hotel by a fraction, the numerator of which is the Sum Due Marriott and the denominator of which is the sum of the Sum Due Tenant plus the Sum Due Marriott. 5. Fifth, to Manager, in an amount equal to any accrued, but unpaid Base Management Fees for such the Hotel. 6. Sixth, to Manager, in an amount equal to the First Incentive Management Fee for such the Hotel. 7. Seventh, to Tenant, in an amount up to sixty percent (60%) of Operating Profit remaining after deducting amounts paid or payable in respect of Sections 3.02.B(1) through (6) hereof necessary for the Security Deposit Replenishment with respect to such the Hotel. 8. Eighth, to Manager, in an amount equal to the Second Incentive Management Fee for such the Hotel. 9. Finally, to Tenant, the balance, if any. C. For any period during which a the Hotel is no longer subject to the terms of the Pooling Agreement pursuant to the terms thereof, Tenant shall receive Tenant’s Priority in accordance with the terms hereof, subject, however, to the provisions of this Section 3.02.C. If the Operating Profit for the applicable Accounting Period, as determined by Manager, is less than Tenant’s Priority with respect to such Accounting Period (a “Tenant’s Priority Shortfall”), then such Tenant’s Priority Shortfall shall first be funded by Security Deposit Advances, and if the Security Deposit is depleted or otherwise insufficient to fund such Tenant’s Priority Shortfall, then the amount of the Tenant’s Priority Shortfall required to satisfy the Tenant’s Termination Threshold shall be funded by Marriott Guaranty Advances, subject to the terms of the Marriott Guaranty Agreement, for so long as the Marriott Guaranty Agreement is in effect, and any such amounts funded in excess of the Tenant’s Termination Threshold shall be deemed to have been funded by Marriott as an Additional Marriott Advance and/or Manager as an Additional Manager Advance (as applicable) and not as a Marriott Guaranty Advance. Any amount of the Tenant’s Priority Shortfall not funded from the Security Deposit or by Marriott or Manager shall accrue and be paid as provided in Section 4.01 hereof. If a Guaranty Termination Event has occurred, then Manager may, without any obligation and in its sole and absolute discretion, fund up to the Post-Guaranty Termination Threshold, and any such amounts funded by Manager following such Guaranty Termination Event shall be deemed Additional Manager Advances. If (a) no Guaranty Termination Event has occurred, and Marriott has not funded up to the Tenant’s Termination Threshold under the Marriott Guaranty Agreement as provided herein for the applicable Fiscal Year on a cumulative basis within ten (10) days of receiving written request from Tenant or (b) a Guaranty Termination Event has occurred, and Manager has not funded up to the Post-Guaranty Termination Threshold for the applicable Fiscal Year on a cumulative basis within ten (10) days of receiving written request from Tenant (such event, a “Manager Funding Termination Event”), then Tenant shall have the right to effect a Termination of this Agreement with respect to such the Hotel by written notice to Manager, which Termination shall be effective as of the effective date which is set forth in said notice; provided that said effective date shall be at least sixty (60) days (or such longer period required by applicable Legal Requirements concerning the termination of Hotel employees) after the date of such notice. If the Termination is pursuant to clause (a) of this Section 3.02.C, then such Termination (i) shall be in accordance with the provisions of Section 11.11 of this Agreement, (ii) shall constitute a Manager Default, and (iii) shall entitle Tenant to all rights and remedies available to it with respect to a Manager Default as provided for in Article IX hereof. If the Termination is due to a Manager Funding Termination Event, then such Termination shall not constitute a Manager Default or Manager Event of Default and shall be in accordance with the provisions of Section 11.11 of this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that Tenant’s termination right pursuant to this Section 3.02.C shall only be exercised with respect to all or none of the Hotels which are subject to this Agreement. D. Notwithstanding the provisions of Section 3.02.B(2) hereof, the parties hereby acknowledge and agree that none of Manager, Marriott or any of their respective Affiliates are obligated to pay and in no event shall be liable in any way whatsoever (i) for any payment of, or failure to pay, the Ground Lease Rent to the lessor under any such ground lease; and/or (ii) if there is insufficient Operating Profit to cover the full amount of such Ground Lease Rent.