Common use of Payment of Operating Expenses Clause in Contracts

Payment of Operating Expenses. (i) Provided that no Event of Default has occurred and is continuing, and provided that all amounts required to be deposited into the Sub-Accounts set forth in Sections 2.11(d)(i) through (vi) for the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expense, to an account designated by the Borrowers, all amounts contained in the Hotel Operating Sub-Accounts up to an amount equal to the amount set forth in the Approved Budget for such Interest Accrual Period provided, however, that the aggregate withdrawals from the Hotel Operating Sub-Account pursuant to this Section 2.11(f)(i) for any Interest Accrual Period shall not exceed the amount set forth in the Approved Budget for such Interest Accrual Period (except to the extent set forth in subsection (ii), below). (ii) Provided that no Event of Default has occurred and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess of the amounts set forth in the Approved Budget for such Interest Accrual Period for Operating Expenses (“Extra Funds”), Borrowers may deliver a written request to Lender to allocate an amount equal to Extra Funds to the Hotel Operations Sub-Account as set forth in Section 2.11(d)(vii) and for a disbursement of Extra Funds stating (1) the amount of such Extra Funds and (2) the purpose for which such amount is intended with attachments of copies of bills and other documentation as may be required by Lender to establish that such Operating Expenses are reasonable and that such amounts are then due or expected to become due in that month. Lender shall approve or disapprove such request, within ten (10) Business Days after Lender’s receipt of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approval. (iii) Notwithstanding anything herein to the contrary, with respect to each Marriott Property, so long as (A) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing under the Management Agreement applicable to such Marriott Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott is making all required payments as and when due pursuant to the Management Agreement and/or the Manager’s Subordination, this Section 2.11(f) shall not apply.

Payment of Operating Expenses. (i) Provided that no Event of Default has occurred and is continuing, and provided that all amounts required to be deposited into the Sub-Accounts set forth in Sections 2.11(d)(i) through (vi) for the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ ' sole cost and expense, to an account designated by the Borrowers, all amounts contained in the Hotel Operating Sub-Accounts up to an amount equal to the amount set forth in the Approved Budget for such Interest Accrual Period provided, however, that the aggregate withdrawals from the Hotel Operating Sub-Account pursuant to this Section 2.11(f)(i) for any Interest Accrual Period shall not exceed the amount set forth in the Approved Budget for such Interest Accrual Period (except to the extent set forth in subsection (ii), below). (ii) Provided that no Event of Default has occurred and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess of the amounts set forth in the Approved Budget for such Interest Accrual Period for Operating Expenses (“"Extra Funds”"), Borrowers may deliver a written request to Lender to allocate an amount equal to Extra Funds to the Hotel Operations Sub-Account as set forth in Section 2.11(d)(vii) and for a disbursement of Extra Funds stating (1) the amount of such Extra Funds and (2) the purpose for which such amount is intended with attachments of copies of bills and other documentation as may be required by Lender to establish that such Operating Expenses are reasonable and that such amounts are then due or expected to become due in that month. Lender shall approve or disapprove such request, within ten (10) Business Days after Lender’s 's receipt of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s 's receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s 's designee within five (5) Business Days after Lender’s 's approval. (iii) Notwithstanding anything herein to the contrary, with respect to each Marriott Property, so long as (A) Marriott is Manager of such Marriott each Individual Property, (B) no default has occurred and is continuing under the Management Agreement applicable to such Marriott each Individual Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott is making all required payments as and when due pursuant to the Management Agreement and/or the Manager’s 's Subordination, this Section 2.11(f) shall not apply.

Payment of Operating Expenses. In performing its authorized duties hereunder, Operator shall promptly pay all Operating Expenses, except that if requested by Lessee certain Operating Expenses shall be paid by Operator directly to Lessee for payment by Lessee to the appropriate lender, taxing authority, insurer or other party so identified by Lessee to Operator. Subject to Article 5, all reasonable third party Operating Expenses incurred by Operator in performing its authorized duties shall be reimbursed or borne by Lessee; provided that such Operating Expenses are incurred pursuant to and within the limits set forth in an Approved Budget or otherwise pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained herein, (i) Provided that no Event of Default has occurred and Operator is continuing, and provided that all amounts required authorized to be deposited into the Sub-Accounts set forth in Sections 2.11(d)(i) through (vi) for the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expense, to an account designated by the Borrowers, all amounts contained in the Hotel Operating Sub-Accounts spend up to an amount equal to additional ten (10%) percent for any budgeted line item in an Approved Budget for a period not exceeding in the amount set forth aggregate five percent (5%) of the total Approved Budget, (ii) if there is an increase in revenue over the budgeted line items for revenue in the Approved Budget, the budgeted line items in the Approved Budget for such Interest Accrual Period provideddiscretionary expenses shall be increased by a corresponding and proportional amount, howeverand (iii) if there is a decrease in revenue under the budgeted line items for revenue in the Approved Budget, that the aggregate withdrawals from the Hotel Operating Sub-Account pursuant to this Section 2.11(f)(i) for any Interest Accrual Period shall not exceed the amount set forth budgeted line items in the Approved Budget for such Interest Accrual Period (except discretionary expenses shall be decreased by a corresponding and proportional amount. Operating Expenses Not an Obligation of Operator. Except as may be otherwise specifically provided in this Agreement, Operator shall in no event be required to the extent set forth in subsection (ii), below). (ii) Provided that no Event advance any of Default has occurred and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess of the amounts set forth in the Approved Budget for such Interest Accrual Period its own funds for Operating Expenses (“Extra Funds”)of the Hotel, Borrowers may deliver a written request nor to Lender incur any liability in connection therewith unless Lessee shall have furnished Operator with funds as required of Lessee under the terms of this Agreement. However, if Lessee has provided funds required of Lessee hereunder, Operator shall advance such funds necessary to allocate an amount equal pay expenses incurred by Operator in performing its duties and obligations hereunder. Unless agreed to Extra Funds to by Lessee in this Agreement, in the Hotel Operations Sub-Account as set forth Operating Budget or otherwise in Section 2.11(d)(vii) and for a disbursement of Extra Funds stating (1) the amount of such Extra Funds and (2) the purpose for which such amount is intended with attachments of copies of bills writing in advance, compensation, overhead costs, and other documentation as may expenses of Operator and its Affiliates shall not be required reimbursable to Operator by Lender to establish that such Operating Expenses are reasonable Lessee. Lessee Revenue Account. All income, receipts, and that such amounts are then due or expected to become due proceeds included in that month. Lender shall approve or disapprove such request, within ten (10) Business Days after Lender’s receipt the definition of such request and related documentation, provided such request Gross Hotel Income shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approvaldeposited into Lessee Revenue Account. (iii) Notwithstanding anything herein to the contrary, with respect to each Marriott Property, so long as (A) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing under the Management Agreement applicable to such Marriott Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott is making all required payments as and when due pursuant to the Management Agreement and/or the Manager’s Subordination, this Section 2.11(f) shall not apply.

Payment of Operating Expenses. (ia) Provided that no Event of Default has occurred Tenant shall pay to Landlord, at the time and is continuing, and provided that all amounts required to be deposited into the Sub-Accounts set forth in Sections 2.11(d)(i) through (vi) for the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expense, to an account designated by the Borrowers, all amounts contained in the Hotel Operating Sub-Accounts up to manner hereinafter set forth, as additional rental, an amount equal to sixteen and ninety-eight hundredths percent (16.98%) ("TENANT'S OPERATING COST SHARE") of the Operating Expenses defined in Section 7.2, subject to adjustment pursuant to Sections 7.1(b) and (c) when applicable. Notwithstanding the foregoing, with respect to liability insurance premiums (except to the extent separately and specifically allocable to the Building, in which event Tenant's Operating Cost Share with respect thereto shall be 100%), the land component of real property taxes and assessments, common area lighting and maintenance expenses, and other similar expenses that are incurred or measured on a Center-wide basis (rather than being clearly and reasonably allocable or attributable to the Building alone, in which event Tenant's Operating Cost Share with respect thereto shall be 100%) or that are incurred with respect to common area facilities, notwithstanding any other provisions of this Article 7, Tenant's Operating Cost Share with respect to such Center-wide and/or common area expenses from and after the Rent Commencement Date, regardless of the status of construction and occupancy of the other contemplated buildings in the Center, shall be equal to the percentage amount which is equivalent to a fraction, the numerator of which is the square footage of the Building as actually constructed, as determined in good faith by Landlord's architect on the basis of measurement set forth in Section 3.1(d) hereof, and the Approved Budget denominator of which is the sum of the actual square footage of all then completed buildings in the Center plus the proposed square footage (as reflected in Landlord's entitlements for such Interest Accrual Period providedthe Property) of all not yet completed buildings that Landlord proposes to construct in the Center (excluding the proposed child care facility and proposed stand-alone restaurant as hereinafter set forth), in each case as determined in good faith by Landlord's architect on the basis of measurement set forth in Section 3.1(d) hereof, consistently applied; PROVIDED, however, that the aggregate withdrawals from the Hotel adjusted Tenant's Operating Sub-Account Cost Share determined pursuant to this Section 2.11(f)(isentence shall be further adjusted from time to time to reflect (x) for any Interest Accrual Period shall not exceed difference between the amount set forth actual square footage of an additional building completed in the Approved Budget for Center from time to time and the proposed square footage at which such Interest Accrual Period (except to additional building was previously included in the extent set forth in subsection (ii), below). (ii) Provided that no Event of Default has occurred and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess application of the amounts set forth in the Approved Budget for such Interest Accrual Period for Operating Expenses (“Extra Funds”), Borrowers may deliver a written request to Lender to allocate an amount equal to Extra Funds to the Hotel Operations Sub-Account as set forth in Section 2.11(d)(vii) and for a disbursement of Extra Funds stating (1) the amount of such Extra Funds and (2) the purpose for which such amount is intended with attachments of copies of bills and other documentation as may be required by Lender to establish that such Operating Expenses are reasonable and that such amounts are then due or expected to become due in that month. Lender shall approve or disapprove such request, within ten (10) Business Days after Lender’s receipt of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approval. (iii) Notwithstanding anything herein to the contrary, with respect to each Marriott Property, so long as (A) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing under the Management Agreement applicable to such Marriott Property beyond any applicable notice and cure periods set forth thereinforegoing formula, and (Cy) Marriott any increase or decrease in the aggregate square footage of the buildings that Landlord proposes to construct in the Center as part of the initial phased development of the Center (such as, but not limited to, any decision by Landlord to defer indefinitely, beyond the normal and reasonable phasing of the Center, the construction of any of the planned buildings in the Center and/or any action by governmental authorities to reduce the aggregate square footage of the buildings that Landlord is making all required payments as and when due entitled to construct in the Center pursuant to the Management Agreement and/or the Manager’s Subordination, this Section 2.11(f) shall not applyLandlord's entitlements as amended from time to time).

Payment of Operating Expenses. Tenant shall pay, as Additional Rent and in accordance with the requirements of Section 2.2 and 3.2, Tenant's Proportionate. Share of the Operating Expenses as set forth in Section 1.14. Additional Rent commences to accrue upon the Rent Commencement Date. The Tenant's Proportionate Share of Operating Expenses payable hereunder for the Operating Years in which the Term begins and ends shall be prorated to correspond to that portion of said Operating Years occurring within the Term. Tenant's Proportionate Share of Operating Expenses and any other sums due and payable under this Lease shall be adjusted upon receipt of the actual bills therefor, but in no case less than once per year, and the obligations of this Section 3 shall survive the termination or expiration of the Lease. Notwithstanding anything in this Section 3 to the contrary, Tenant's Proportionate Share of increases in "Controllable Operating Expenses" (as defined herein) for any calendar year shall not include the portion of such Controllable Operating Expenses for such year that exceeds the product of (i) Provided that no Event comparable Controllable Operating Expenses incurred by Landlord for the immediately preceding calendar year (as reduced pursuant to this subparagraph), multiplied by (ii) 105% per annum. For the purposes of Default has occurred this subparagraph, "Controllable Operating Expenses" are defined to be all Operating Expenses except (1) Taxes, (2) premiums for insurance coverage, (3) utilities, (4) snow plowing and is continuingremoval, and provided (5) any costs of complying with Laws (as defined in Section 9.1) that all amounts required to be deposited into become effective after the Sub-Accounts set forth in Sections 2.11(d)(i) through (vi) for date of this Lease and any costs resulting from changes that become effective after the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expense, to an account designated by the Borrowers, all amounts contained date of this Lease in the Hotel Operating Sub-Accounts up application or official interpretation of, or amendments or modifications to an amount equal or extensions of, or newly adopted, Laws (including, without limitation, Laws affecting, relating to or providing for "minimum wage" increases or changes in worker's compensation and/or state employment insurance requirements). If Tenant disputes the amount set forth in the Approved Budget for such Interest Accrual Period provided, however, that the aggregate withdrawals from the Hotel Operating Sub-Account pursuant to this Section 2.11(f)(i) for any Interest Accrual Period shall not exceed the amount set forth in the Approved Budget for such Interest Accrual Period (except to the extent set forth in subsection (ii), below). (ii) Provided that no Event of Default has occurred and is continuing, if in a given Interest Accrual Periodstatement of Operating Expenses, Borrowers require amounts in excess of Tenant shall have the amounts set forth in the Approved Budget for such Interest Accrual Period for Operating Expenses (“Extra Funds”)right, Borrowers may deliver a written request at Tenant's sole expense, to Lender to allocate an amount equal to Extra Funds to the Hotel Operations Sub-Account as set forth in Section 2.11(d)(vii) cause Landlord's books and for a disbursement of Extra Funds stating (1) the amount of such Extra Funds and (2) the purpose for which such amount is intended with attachments of copies of bills and other documentation as may be required by Lender to establish that such Operating Expenses are reasonable and that such amounts are then due or expected to become due in that month. Lender shall approve or disapprove such request, within ten (10) Business Days after Lender’s receipt of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approval. (iii) Notwithstanding anything herein to the contrary, records with respect to each Marriott Propertythe particular Operating Year that is the subject of that particular statement to be audited, so long as (A) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing under the Management Agreement applicable provided Tenant delivers written notice to such Marriott Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott is making all required payments as and when due pursuant Landlord on or prior to the Management Agreement and/or date that is ninety (90) days after Landlord delivers the Manager’s Subordination, this Section 2.11(f) statement in question to Tenant. Operating Expenses shall be equitably adjusted to reflect any errors or omissions discovered by such audit. Tenant hereby covenants and agrees that the accountant engaged by Tenant to conduct the audit shall be compensated on an hourly basis and shall not applybe compensated based upon a percentage of overcharges it discovers.

Payment of Operating Expenses. (i) Provided that no Event of Default has occurred and is continuingBorrowers hereby agree to pay, and provided that all amounts required or cause to be deposited into paid, when due all Operating Expenses with respect to the Sub-Accounts set forth in Sections 2.11(d)(i) through Properties (vi) for the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expense, to an account designated by the Borrowers, all whether or not any amounts contained on deposit in the Hotel Operating Sub-Accounts up to an amount equal to the amount set forth in the Approved Budget for such Interest Accrual Period provided, however, that the aggregate withdrawals from the Hotel Operating Operations and Maintenance Expense Sub-Account pursuant shall be sufficient for such purpose); provided that any Borrower may contest any Operating Expenses which it in good faith disputes, provided that (A) no Lien shall attach to this Section 2.11(f)(ithe applicable Individual Property (except for the Lien of any Impositions being contested by Borrowers as permitted under the Loan Documents), (B) such Borrower shall have demonstrated to Lender's reasonable satisfaction that it has established adequate reserves to provide for any Interest Accrual Period payment of such Operating Expense, if ultimately required, and (C) failure to pay such Operating Expense shall not exceed have a material adverse effect on the amount set forth operation of such Individual Property. Borrowers may, not more frequently than twice in any calendar month, give Lender written notice, at least five (5) Business Days prior to the due date with respect to any Operating Expenses, requesting that Lender pay such Operating Expenses on behalf of such Borrower on or prior to the due date thereof, which notice shall be accompanied by (I) an Officer's Certificate for each Borrower making such request, specifying the Operating Expenses for which payment is requested and certifying that all requested amounts are properly payable hereunder and (II) evidence reasonably satisfactory to Lender that all Operating Expenses for which disbursements have previously been requested have been paid. Provided that (A) Lender has received the Consultant's Certifications for the most recent period for which the same are due, and (B) there are sufficient funds available in the Approved Budget for Operations and Maintenance Expense Sub-Account, Lender shall, as Lender in its sole discretion shall determine, either make such Interest Accrual Period (except to the extent set forth in subsection (ii), below). (ii) Provided that no Event payments out of Default has occurred and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess of the amounts set forth in the Approved Budget for such Interest Accrual Period for Operating Expenses (“Extra Funds”), Borrowers may deliver a written request to Lender to allocate an amount equal to Extra Funds to the Hotel Operations Basic Sub-Account as set forth in Section 2.11(d)(vii) and for a disbursement of Extra Funds stating (1) or disburse funds from such Basic Sub-Account to the amount applicable Borrower or to the Consultant on behalf of such Extra Funds and (2) Borrower for the purpose for which such amount is intended with attachments of copies making payment of bills and other documentation as may be required by Lender to establish that such Operating Expenses are reasonable and that such amounts are then due or expected to become due in that month. Lender shall approve or disapprove such request, within ten (10) Business Days after Lender’s receipt of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approvalof receipt of the documentation required hereby; provided that if an Event of Default with respect to any amounts payable under the Loan Documents shall have occurred and be continuing or the Indebtedness shall have been accelerated, Lender shall disburse payments of Operating Expenses only to third parties entitled to payment thereof. (iiiii) Notwithstanding anything herein to the contrarycontrary contained herein, Lender shall not be obligated to make any disbursement from the Operations and Maintenance Sub-Account to pay Basic Carrying Costs, Debt Service, the costs of any FF&E Replacements, the costs of Required Repairs or legal fees in connection with any dispute arising under any Loan Document or any management or consulting fees in excess of four percent (4%) of Revenues with respect to each Marriott the applicable Individual Property, so long except as (A) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing may be required under the Xxxxxx Xxxxxxx Penn Management Agreement applicable to such Marriott Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott is making all required payments as and when due pursuant to the Management Agreement and/or the Manager’s Subordination, this Section 2.11(f) shall not applyAgreement.

Payment of Operating Expenses. (a) Commencing on the first day of the calendar month occurring after the Rent Commencement Date, Tenant shall pay to Landlord, in equal monthly installments, Tenant's Proportionate Share of Landlord's reasonable estimate of the Operating Expenses for the then calendar year, which estimate shall not exceed one hundred and three percent (103%) of the previous calendar year's Operating Expenses exclusive of the cost of security and snow removal. Each installment becoming due to Landlord under this Section 4.5(a) shall be payable as Additional Rent, in the same manner and at the same place as the corresponding installment of Base Rent is payable under this Lease, without demand, deduction, or set-off (except as otherwise set forth in this Lease). Landlord estimates that Tenant's Proportionate Share of Operating Expenses shall be $2.51 for the first Lease Year. (b) Within sixty (60) days after the end of each calendar year during the Term (including, without limitation, the calendar year in which the Expiration Date occurs), Landlord shall furnish Tenant with a written statement, certified by an officer of Landlord, setting forth: (i) Provided that no Event the actual amount of Default has occurred and the Operating Expenses incurred by Landlord for such calendar year; (ii) a reasonably detailed breakdown of such Operating Expenses on a budget line by budget line basis; (iii) a statement as to the leaseable areas of the Shopping Center upon which Tenant's Proportionate Share is continuing, and provided that all amounts required based; (iv) the amount of Tenant's Proportionate Share of such Operating Expenses; (v) the aggregate amount of the installments paid by Tenant pursuant to Section 4.5(a) above during such calendar year; (vi) the amount of any overpayment to be deposited into credited to Tenant or any deficiency payable to Landlord; and (vii) the Sub-Accounts amount of Landlord's reasonable estimate of the Operating Expenses for the then current calendar year, which estimate shall be made subject to the limitations set forth in Sections 2.11(d)(iSection 4.5(a) through above and which estimate may be provided prior to the end of each calendar year. Each such statement (vian "OPERATING EXPENSE STATEMENT") shall be accompanied by a copy of the real estate tax bill(x) covering, in whole or in part, the calendar year in question. Tenant shall remit the amount of any deficiency to Landlord within thirty (30) days after receipt of the Operating Expense Statement. Landlord shall apply any surplus to payments next falling due from Tenant under this Article 4 or, with respect to the last year of the Term, shall refund such surplus to Tenant simultaneously with the delivery of such Operating Expense Statement. (c) Pending Tenant's receipt of an Operating Expense Statement after the beginning of a calendar year, Tenant shall continue to make the payments set forth in Section 4.5(a) above, on an interim basis, in the same amount as during the preceding calendar year. If, in such Operating Expense Statement (when ultimately received), Landlord's reasonable estimate of the Operating Expenses for the Current Interest Accrual Period then current calendar year shall be greater than Landlord's estimate upon which such interim payments had been based, then, commencing on the first day of the month that shall be more than thirty (30) days after Tenant shall have received such Operating Expense Statement, Tenant shall pay, in addition to and concurrently with Tenant's other payment required by Section 4.5(a) above, Tenant's Proportionate Share of the excess divided by the number of months remaining in the calendar year. If Landlord's reasonable estimate of the Operating Costs for the then current calendar year shall be less than Landlord's estimate upon which such interim payments had been based, then Tenant shall be entitled to credit the amount of the resultant overpayment against the subsequent payments required by this Section, in similar fashion as if there were an underpayment. (d) In the event that Landlord shall receive any refund, rebate, reimbursement, or recovery with respect to any item previously included in Operating Expenses as to which Tenant shall have been deposited thereinassessed Tenant's Proportionate Share thereof (including, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expensewithout limitation, to an account designated any refund of Taxes obtained by the Borrowers, all amounts contained reason of a reduction in the Hotel Operating Sub-Accounts up assessed valuation of the Shopping Center or in the tax rate in effect during any Tax Year), Landlord shall promptly refund to Tenant an amount equal to Tenant's Proportionate Share of the amount set forth of such refund, rebate, reimbursement, or recovery, after first deducting therefrom all reasonable costs and expenses incurred by Landlord in obtaining the Approved Budget for such Interest Accrual Period providedsame (excluding attorneys' fees, howeverappraisers' fees and experts' fees incurred by Landlord in an attempt to minimize Taxes, that the aggregate withdrawals from the Hotel Operating Sub-Account pursuant to this Section 2.11(f)(i) for any Interest Accrual Period shall not exceed the amount set forth in the Approved Budget for such Interest Accrual Period (except to the extent set forth that such costs and expenses were included in subsection (ii), belowTaxes pursuant to Section 4.3(a) above). (iie) Provided that no Event of Default has occurred Landlord's and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess Tenant's rights and obligations under this Section 4.5 shall survive the expiration of the amounts set forth in the Approved Budget for such Interest Accrual Period for Operating Expenses (“Extra Funds”), Borrowers may deliver a written request to Lender to allocate an amount equal to Extra Funds to the Hotel Operations Sub-Account as set forth in Section 2.11(d)(vii) and for a disbursement of Extra Funds stating (1) the amount of such Extra Funds and (2) the purpose for which such amount is intended with attachments of copies of bills and other documentation as may be required by Lender to establish that such Operating Expenses are reasonable and that such amounts are then due or expected to become due in that month. Lender shall approve or disapprove such request, within ten (10) Business Days after Lender’s receipt of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approvalTerm. (iii) Notwithstanding anything herein to the contrary, with respect to each Marriott Property, so long as (A) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing under the Management Agreement applicable to such Marriott Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott is making all required payments as and when due pursuant to the Management Agreement and/or the Manager’s Subordination, this Section 2.11(f) shall not apply.

Payment of Operating Expenses. (i) Provided that no Event of Default has occurred and is continuingBorrower hereby agrees to pay, and provided that all amounts required or cause to be deposited into paid, when due all Operating Expenses with respect to the Sub-Accounts set forth in Sections 2.11(d)(i) through Property (vi) for the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expense, to an account designated by the Borrowers, all whether or not any amounts contained on deposit in the Hotel Operating Sub-Accounts up to an amount equal to the amount set forth in the Approved Budget for such Interest Accrual Period provided, however, that the aggregate withdrawals from the Hotel Operating Operations and Maintenance Expense Sub-Account pursuant shall be sufficient for such purpose); provided that Borrower may contest any Operating Expenses which it in good faith disputes, provided that (A) no Lien shall attach to this Section 2.11(f)(ithe Property (except for the Lien of any Impositions being contested by Borrower as permitted under the Loan Documents), (B) Borrower shall have demonstrated to Lender's reasonable satisfaction that it has established adequate reserves to provide for any Interest Accrual Period payment of such Operating Expense, if ultimately required, and (C) failure to pay such Operating Expense shall not exceed have a material adverse effect on the amount set forth operation of the Property. Borrower may, not more frequently than twice in the Approved Budget for such Interest Accrual Period any calendar month, give Lender written notice, at least five (except 5) Business Days prior to the extent set forth in subsection due date with respect to any Operating Expenses, requesting that Lender pay such Operating Expenses on behalf of Borrower on or prior to the due date thereof, which notice shall be accompanied by (ii), below). I) an Officer's Certificate specifying the Operating Expenses for which payment is requested and certifying that all requested amounts are properly payable hereunder and (ii) evidence reasonably satisfactory to Lender that all Operating Expenses for which disbursements have previously been requested have been paid. Provided that no Event of Default (A) Lender has occurred received the Consultant's Certifications for the most recent period for which the same are due, and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess of the amounts set forth (B) there are sufficient funds available in the Approved Budget for Operations and Maintenance Expense Sub-Account, Lender shall, as Lender in its sole discretion shall determine, either make such Interest Accrual Period for Operating Expenses (“Extra Funds”), Borrowers may deliver a written request to Lender to allocate an amount equal to Extra Funds to the Hotel Operations payments out of such Basic Sub-Account as set forth in Section 2.11(d)(vii) and or disburse funds from such Basic Sub-Account to Borrower or to the Consultant on behalf of Borrower for a disbursement of Extra Funds stating (1) the amount of such Extra Funds and (2) the purpose for which such amount is intended with attachments of copies making payment of bills and other documentation as may be required by Lender to establish that such Operating Expenses are reasonable and that such amounts are then due or expected to become due in that month. Lender shall approve or disapprove such request, within ten (10) Business Days after Lender’s receipt of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approvalof receipt of the documentation required hereby; provided that if an Event of Default with respect to any amounts payable under the Loan Documents shall have occurred and be continuing or the Indebtedness shall have been accelerated, Lender shall disburse payments of Operating Expenses only to third parties entitled to payment thereof. (iiiii) Notwithstanding anything herein to the contrarycontrary contained herein, Lender shall not be obligated to make any disbursement from the Operations and Maintenance Sub-Account to pay Basic Carrying Costs, Debt Service, the costs of any FF&E Replacements, the costs of Required Repairs or legal fees in connection with any dispute arising under any Loan Document or any management or consulting fees in excess of four percent (4%) of Revenues with respect to each Marriott the Property, so long as (A) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing under the Management Agreement applicable to such Marriott Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott is making all required payments as and when due pursuant to the Management Agreement and/or the Manager’s Subordination, this Section 2.11(f) shall not apply.

Payment of Operating Expenses. (i) Provided that no Event of Default has occurred and is continuingBorrower hereby agrees to pay, and provided that all amounts required or cause to be deposited into paid, when due all Operating Expenses with respect to the Sub-Accounts set forth in Sections 2.11(d)(i) through Property (vi) for the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expense, to an account designated by the Borrowers, all whether or not any amounts contained on deposit in the Hotel Operating Sub-Accounts up to an amount equal to the amount set forth in the Approved Budget for such Interest Accrual Period provided, however, that the aggregate withdrawals from the Hotel Operating Operations and Maintenance Expense Sub-Account pursuant shall be sufficient for such purpose); provided that Borrower may contest any Operating Expenses which it in good faith disputes, provided that (A) no Lien shall attach to this Section 2.11(f)(ithe Property (except for the Lien of any Impositions being contested by Borrower as permitted under the Loan Documents), (B) Borrower shall have demonstrated to Lender's reasonable satisfaction that it has established adequate reserves to provide for any Interest Accrual Period payment of such Operating Expense, if ultimately required, and (C) failure to pay such Operating Expense shall not exceed have a material adverse effect on the amount set forth operation of the Property. Borrower may, not more frequently than twice in any calendar month, give Lender written notice, at least five (5) Business Days prior to the due date with respect to any Operating Expenses, requesting that Lender pay such Operating Expenses on behalf of Borrower on or prior to the due date thereof, which notice shall be accompanied by (I) an Officer's Certificate specifying the Operating Expenses for which payment is requested and certifying that all requested amounts are properly payable hereunder and (II) evidence reasonably satisfactory to Lender that all Operating Expenses for which disbursements have previously been requested have been paid. Provided that (A) Lender has received the Consultant's Certifications for the most recent period for which the same are due, and (B) there are sufficient funds available in the Approved Budget for Operations and Maintenance Expense Sub-Account, Lender shall, as Lender in its sole discretion shall determine, either make such Interest Accrual Period (except to the extent set forth in subsection (ii), below). (ii) Provided that no Event payments out of Default has occurred and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess of the amounts set forth in the Approved Budget for such Interest Accrual Period for Operating Expenses (“Extra Funds”), Borrowers may deliver a written request to Lender to allocate an amount equal to Extra Funds to the Hotel Operations Basic Sub-Account as set forth in Section 2.11(d)(vii) and or disburse funds from such Basic Sub-Account to Borrower or to the Consultant on behalf of Borrower for a disbursement of Extra Funds stating (1) the amount of such Extra Funds and (2) the purpose for which such amount is intended with attachments of copies making payment of bills and other documentation as may be required by Lender to establish that such Operating Expenses are reasonable and that such amounts are then due or expected to become due in that month. Lender shall approve or disapprove such request, within ten (10) Business Days after Lender’s receipt of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approvalof receipt of the documentation required hereby; provided that if an Event of Default with respect to any amounts payable under the Loan Documents shall have occurred and be continuing or the Indebtedness shall have been accelerated, Lender shall disburse payments of Operating Expenses only to third parties entitled to payment thereof. (iiiii) Notwithstanding anything herein to the contrarycontrary contained herein, Lender shall not be obligated to make any disbursement from the Operations and Maintenance Sub-Account to pay Basic Carrying Costs, Debt Service, the costs of any FF&E Replacements, the costs of Required Repairs or legal fees in connection with any dispute arising under any Loan Document or any management or consulting fees in excess of four percent (4%) of Revenues with respect to each Marriott the Property, so long as (A) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing under the Management Agreement applicable to such Marriott Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott is making all required payments as and when due pursuant to the Management Agreement and/or the Manager’s Subordination, this Section 2.11(f) shall not apply.

Payment of Operating Expenses. (i) Provided that no Event of Default has occurred and is continuing, and provided that all amounts required Tenant shall pay to be deposited into Landlord the Sub-Accounts set forth Annual Operating Expenses in Sections 2.11(d)(i) through (vi) for the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expense, to an account designated by the Borrowers, all amounts contained equal monthly installments in the Hotel Operating Sub-Accounts up to an amount equal to the amount set forth in Section l(d) (prorated for any partial month), from the Approved Budget Commencement Date and continuing throughout the Term on the first day of each calendar month during the Term, as additional rent, without notice, demand or setoff, except as otherwise provided herein. Landlord shall apply such payments to the Annual Operating Expenses to Landlord of operating and maintaining the Property during each calendar year of the Term. The amount of the Annual Operating Expenses set forth in Section 1(d) represents landlord's estimate of Tenant's share of the estimated Annual Operating Expenses during the first calendar year of the Term on an annualized basis; from time to time Landlord may adjust such estimated amount if the estimated operating costs increase or decrease. The Annual Operating Expenses, as set forth in Section 1(d) will be adjusted to reflect as nearly as possible the actual Annual Operating Expenses for the Premises as and when such Interest Accrual Period expenses become known. Tenant's obligation to pay the Annual Operating Expenses pursuant to this Section 7 shall survive the expiration or termination of this lease. The calculation and payment of Annual Operating Expenses shall be as follows: (i) As used herein, the term "Annual Operating Expenses" shall mean the actual costs to Landlord (net of discounts, credits, rebates or reimbursements from insurance or payments from any party) of operating and maintaining the Premises during each calendar year of the Term computed on an accrual basis. Annual Operating Expenses shall be determined according to generally accepted accounting principles which shall be consistently applied, and shall include: (a) "impositions" (defined in Section 7(b); provided, however, that if, by law, any assessment of impositions may be divided and paid in installments, then, for the aggregate withdrawals from purposes of this subsection 7(a)(i), (x) such assessment shall be deemed to have been so divided, (y) such assessment shall be deemed payable in the Hotel maximum number of installments permitted by law, and (z) there shall be deemed included in Annual Operating Sub-Account pursuant Expenses for each calendar year the installment(s) of such assessment becoming payable during such calendar year, together with interest payable during such calendar year an such installment(s) and on all installments thereafter becoming due as provided by law, all as if such assessment had been so divided; (b) charges or fees for, and taxes on, the furnishing of water, sewer service, gas, fuel, or other utility services to this Section 2.11(f)(ithe Building; (c) for any Interest Accrual Period shall a management fee in an amount not to exceed the amount set forth prevailing market rate charged for owner managed buildings, but in no event exceeding three and three-fourths percent (3.75%) of the Approved Budget Annual Minimum Rent per lease year; (d) premiums for hazard, liability, rent insurance, workmens' compensation or similar insurance upon the Budding or portions thereof; (e) costs arising under service contracts with independent contractors for services provided to the Building; (f) maintenance and cleaning, sanitary control, snow removal and trash, garbage and other refuse removal, including costs related to trash compactors; (g) repair, maintenance and painting of sidewalks, pavements, light fixtures, signs; (h) repair, maintenance and painting of the Building; (i) pest control; (j) general repairs; (k) fire protection; (1) costs of replacements of any portion of the Property; however, if the cost of any item is greater than $25,000 in any lease year, such Interest Accrual Period (except cost shall be included in Annual Operating Expenses for the year in which the costs are incurred and subsequent years, appropriately allocated to such years on a straight-line basis, to the extent set forth in subsection (ii), below). (ii) Provided that no Event of Default has occurred and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess such items are amortized over the average of the amounts set forth in the Approved Budget range of useful life for such Interest Accrual Period for Operating Expenses (“Extra Funds”)item as quoted by its manufacturer, Borrowers may deliver a written request to Lender to allocate with an amount interest factor equal to Extra Funds to the Hotel Operations Sub-Account Prime Rate as set forth in Section 2.11(d)(vii) and for a disbursement of Extra Funds stating (1) the amount of such Extra Funds hereinafter defined; and (2m) maintenance and repair of utility systems servicing the purpose for which such amount is intended with attachments of copies of bills and other documentation as may be required by Lender to establish that such Operating Expenses are reasonable and that such amounts are then due or expected to become due in that month. Lender shall approve or disapprove such request, within ten (10) Business Days after Lender’s receipt of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approvalBuilding. (iii) Notwithstanding anything herein to the contrary, with respect to each Marriott Property, so long as (A) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing under the Management Agreement applicable to such Marriott Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott is making all required payments as and when due pursuant to the Management Agreement and/or the Manager’s Subordination, this Section 2.11(f) shall not apply.

Payment of Operating Expenses. In addition to the Basic Monthly Rent, Tenant covenants to pay to Landlord without abatement, deduction, offset, prior notice (iexcept as provided in this Paragraph 5) Provided that no Event or demand Tenant’s Share of Default has occurred Operating Expenses in lawful money of the United States at such place as Landlord may designate, in advance on or before the first day of each calendar month during the Term, commencing on21 the Commencement Date, in accordance with the provisions of this Paragraph 5. On or prior to the22 and is continuingprior to each Operating Year after the23, if reasonably practicable, Landlord shall furnish Tenant with a written statement (the “Estimated Operating Expenses Statement”) showing in reasonable detail the computation of Tenant’s Estimated Share of Operating Expenses. On or prior to the24, and provided that all amounts required on the first day of each month following the25, Tenant shall pay to be deposited into the Sub-Accounts set forth in Sections 2.11(d)(i) through (vi) for the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expense, to an account designated by the Borrowers, all amounts contained Landlord26 of Tenant’s Estimated Share of Operating Expenses as specified in the Hotel Estimated Operating Sub-Accounts up to an amount equal to the amount set forth in the Approved Budget Expenses Statement for such Interest Accrual Period 20 ;provided, however, that the aggregate withdrawals first Operating Year shall be comprised of the first twelve (12) full calendar months on or after the Commencement Date, and the second Operating Year shall be comprised of the period between the expiration of the first Operating Year and the end of the calendar year in which the expiration of the first Operating Year occurs 21 the first day (the “OECD”) of the thirteen (13th) full calendar month on or after 22 OECD 23 OECD 24 OECD 25 OECD 26 a prorated monthly amount Operating Year. If Landlord fails to give Tenant an Estimated Operating Expenses Statement prior to any Operating Year, Tenant shall continue to pay on the basis of the Estimated Operating Expenses Statement for the prior Operating Year until the Estimated Operating Expenses Statement for the current Operating Year is received. If at any time it appears to Landlord that the Operating Expenses will vary from Landlord’s original estimate, Landlord may deliver to Tenant a revised Estimated Operating Expenses Statement for such Operating Year, and subsequent payments by Tenant for such Operating Year shall be based on such revised Estimated Operating Expenses Statement. Within a reasonable time after the Hotel expiration of any Operating Sub-Account pursuant Year27 , Landlord shall furnish Tenant with a written statement (the “Actual Operating Expenses Statement”) showing in reasonable detail the computation of Tenant’s Share of Operating Expenses for such Operating Year and the amount by which Tenant’s Share of Operating Expenses exceeds or is less than the amounts paid by Tenant during such Operating Year. If the Actual Operating Expenses Statement indicates that the amount actually paid by Tenant for the relevant Operating Year is less than Tenant’s Share of Operating Expenses for such Operating Year, Tenant shall pay to Landlord such deficit within thirty (30) days after delivery of the Actual Operating Expenses Statement. Such payments by Tenant shall be made notwithstanding that the Actual Operating Expenses Statement is furnished to Tenant after the expiration of the Term or sooner termination of this Section 2.11(f)(i) Lease. If the Actual Operating Expenses Statement indicates that the amount actually paid by Tenant for the relevant Operating Year exceeds Tenant’s Share of Operating Expenses for such Operating Year, such excess shall, at28 option, either be applied against any amount then payable or to become payable by Tenant under this Lease, or promptly refunded to Tenant. No failure by Landlord to require the payment of Tenant’s Share of Operating Expenses for any Interest Accrual Period period shall constitute a waiver of Landlord’s right to collect Tenant’s Share of Operating Expenses for such period or for any subsequent period. If the Expense Stop exceeds Tenant’s Share of Operating Expenses for any full or partial Operating Year, Tenant shall not exceed be entitled to any refund, credit or adjustment of Basic Monthly Rent. Notwithstanding the amount set forth in the Approved Budget for such Interest Accrual Period (except to the extent set forth in subsection (ii), below). (ii) Provided that no Event of Default has occurred and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess of the amounts set forth in the Approved Budget for such Interest Accrual Period for Operating Expenses (“Extra Funds”), Borrowers may deliver a written request to Lender to allocate an amount equal to Extra Funds to the Hotel Operations Sub-Account as set forth in Section 2.11(d)(vii) and for a disbursement of Extra Funds stating (1) the amount of such Extra Funds and (2) the purpose for which such amount is intended with attachments of copies of bills and other documentation as may be required by Lender to establish that such Operating Expenses are reasonable and that such amounts are then due or expected to become due in that month. Lender shall approve or disapprove such request, within ten (10) Business Days after Lender’s receipt of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approval. (iii) Notwithstanding anything herein foregoing to the contrary, the Operating Expenses that vary with respect occupancy and are attributable to each Marriott Propertyany part of the Term or the base year used to calculate the Expense Stop in which less than ninety-five percent (95%) of the rentable area of the Building is occupied by tenants, so long as (A) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing under the Management Agreement applicable to such Marriott Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott is making all required payments as and when due pursuant will be adjusted by Landlord to the Management Agreement and/or amount that the Manager’s Subordination, this Section 2.11(fOperating Expenses would have been if ninety-five percent (95%) shall not applyof the rentable area of the Building had been occupied.

Payment of Operating Expenses. In addition to the Basic Monthly Rent, Tenant covenants to pay to Landlord without abatement, deduction, offset, prior notice (iexcept as provided in this Paragraph 5) Provided that no Event or demand Tenant’s Share of Default has occurred and is continuing, and provided that all amounts required to be deposited into the Sub-Accounts set forth Operating Expenses in Sections 2.11(d)(i) through (vi) for the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expense, to an account designated lawful money of Building by the BorrowersUtah Transit Authority (or any other governmental entity having the authority to impose such fees, all amounts contained bond costs or assessments for mass transit improvements); (t) expenses incurred in connection with the Hotel Operating Sub-Accounts up to an amount equal to the amount set forth in the Approved Budget marketing, negotiation, execution or enforcement of Building leases or making tenant improvements; (u) items for such Interest Accrual Period provided, however, that the aggregate withdrawals which Landlord is otherwise reimbursed; (v) expenses resulting from the Hotel Operating Sub-Account pursuant to this Section 2.11(f)(i) for any Interest Accrual Period shall not exceed the amount set forth in the Approved Budget for such Interest Accrual Period (except to the extent set forth in subsection (ii), below).violation by Landlord of applicable law; (iiw) Provided penalties for late payment by Landlord; (x) Landlord’s income or franchise taxes; (y) any expense paid to a related person that no Event of Default has occurred and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess of the amounts set forth amount that would be paid in the Approved Budget absence of such relationship; and (z) costs incurred in connection with the initial development and improvement of the Property. In addition, if the Premises are at least ninety percent (90%) vacant for more than ninety (90) days, the Operating Expenses that vary with occupancy and would otherwise be payable by Tenant under this Paragraph 5 shall be reduced equitably to reflect the reduction, if any, in variable expenses resulting from such vacancy the United States at such place as Landlord may designate, in advance on or before the first day of each calendar month during the Term, commencing on the Commencement Date, in accordance with the provisions of this Paragraph 5. On or prior to the Commencement Date and prior to each Operating Year after the Commencement Date, if reasonably practicable, Landlord shall furnish Tenant with a written statement (the “Estimated Operating Expenses Statement”) showing in reasonable detail the computation of Tenant’s Estimated Share of Operating Expenses. On or prior to the Commencement Date, and on the first day of each month following the Commencement Date, Tenant shall pay to Landlord one-twelfth (l/12th) of Tenant’s Estimated Share of Operating Expenses as specified in the Estimated Operating Expenses Statement for such Interest Accrual Period for Operating Year. If Landlord fails to give Tenant an Estimated Operating Expenses (“Extra Funds”)Statement prior to any Operating Year, Borrowers Tenant shall continue to pay on the basis of the Estimated Operating Expenses Statement for the prior Operating Year until the Estimated Operating Expenses Statement for the current Operating Year is received. If at any time it appears to Landlord that the Operating Expenses will vary from Landlord’s original estimate, Landlord may deliver to Tenant a revised Estimated Operating Expenses Statement for such Operating Year, and subsequent payments by Tenant for such Operating Year shall be based on such revised Estimated Operating Expenses Statement. Within a reasonable time after the expiration of any Operating Year19, Landlord shall furnish Tenant with a written request to Lender to allocate an amount equal to Extra Funds to statement (the Hotel Operations Sub-Account as set forth “Actual Operating Expenses Statement”) showing in Section 2.11(d)(vii) reasonable detail the computation of Tenant’s Share of Operating Expenses for such Operating Year and for a disbursement of Extra Funds stating (1) the amount by which Tenant’s Share of such Extra Funds and (2) Operating Expenses exceeds or is less than the purpose for which such amount is intended with attachments of copies of bills and other documentation as may be required amounts paid by Lender to establish that Tenant during such Operating Year. If the Actual Operating Expenses are reasonable and Statement indicates that the amount actually paid by Tenant for the relevant Operating Year is less than Tenant’s Share of Operating Expenses for such amounts are Operating Year, Tenant shall pay to Landlord such deficit within thirty (30) days after delivery of the Actual Operating Expenses Statement. Such payments by Tenant shall be made notwithstanding that the Actual Operating Expenses Statement is furnished to Tenant after the expiration of the Term or sooner termination of this Lease. If the Actual Operating Expenses Statement indicates that the amount actually paid by Tenant for the relevant Operating Year exceeds Tenant’s Share of Operating Expenses for such Operating Year, such excess shall, at20 option, either be applied against any amount then due payable or expected to become due in that monthpayable by Tenant under this Lease, or promptly refunded to Tenant. Lender No failure by Landlord to require the payment of Tenant’s Share of Operating Expenses for any period shall approve constitute a waiver of Landlord’s right to collect Tenant’s Share of Operating Expenses for such period or disapprove such requestfor any subsequent period. If the Expense Stop exceeds Tenant’s Share of Operating Expenses for any full or partial Operating Year, within ten (10) Business Days after Lender’s receipt Tenant shall not be entitled to any refund, credit or adjustment of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release Basic Monthly Rent. Notwithstanding the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approval. (iii) Notwithstanding anything herein foregoing to the contrary, the Operating Expenses that vary with respect occupancy and are attributable to each Marriott Propertyany part of the Term or the base calendar year used to calculate the Expense Stop in which less than ninety-five percent (95%) of the rentable area of the Building is occupied by tenants, so long as (A) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing under the Management Agreement applicable to such Marriott Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott is making all required payments as and when due pursuant will be adjusted by Landlord to the Management Agreement and/or amount that the Manager’s Subordination, this Section 2.11(fOperating Expenses would have been if ninety-five percent (95%) shall not applyof the rentable area of the Building had been occupied.

Payment of Operating Expenses. (i) Provided that no Event Tenant shall pay, as Additional Rent and in accordance with the requirements of Default has occurred and is continuingSECTION 2.2 AND 3.2, and provided that all amounts required to be deposited into Tenant's Proportionate Share of the Sub-Accounts Operating Expenses as set forth in Sections 2.11(d)(i) through (vi) SECTION 1.12. Additional Rent commences to accrue upon the Commencement Date. The Tenant's Proportionate Share of Operating Expenses payable hereunder for the Current Interest Accrual Period Operating Years in which the Term begins and ends shall be prorated to correspond to that portion of said Operating Years occurring within the Term. Tenant's Proportionate Share of Operating Expenses and any other sums due and payable under this Lease shall be adjusted upon receipt of the actual bills therefor, and the obligations of this SECTION 3 shall survive the termination or expiration of the Lease. Notwithstanding anything contained in Section 3 ("Additional Rent") hereof to the contrary, the term "Tenant's Proportionate Share of the Taxes" shall mean Forty-One and Thirty-Three Hundreths percent (41.33%) of the Real Estate Taxes for applicable Lease Year, and the Term "Tenant's Proportionate Share of Operating Expenses" shall mean Forty-One and Thirty-Three Hundreths percent (41.33%) of the Operating Expenses for the applicable Lease Year. Said percentages have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expense, to an account designated agreed upon by the Borrowers, all amounts contained in parties hereto after due consideration of the Hotel Operating Sub-Accounts up to an amount equal to rentable area of the amount set forth in the Approved Budget for such Interest Accrual Period Building; provided, however, that Tenant's above percentages for tenant's Proportionate share of Operating Expenses and for Tenant's Proportionate Share of Taxes shall be amended for each Lease Year to the aggregate withdrawals from percentage which the Hotel Operating Subaverage net rentable area of the Premises bears to ninety-Account five percent (95%) of the total average net rentable area of the Building for such LeaseYear or to the total average net rentable area leased (pursuant to this Section 2.11(f)(ileases under which the term has commenced) for any Interest Accrual Period shall not exceed the amount set forth in the Approved Budget Building for such Interest Accrual Period Lease Year (except to the extent set forth in subsection if such total is greater than ninety-five percent (ii), below). (ii95%) Provided that no Event of Default has occurred and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess of the amounts set forth in total net rentable area of the Approved Budget for such Interest Accrual Period for Operating Expenses (“Extra Funds”Building), Borrowers may deliver a written request to Lender to allocate an amount equal to Extra Funds to the Hotel Operations Sub-Account as set forth in Section 2.11(d)(vii) and for a disbursement of Extra Funds stating (1) the amount of such Extra Funds and (2) the purpose for which such amount is intended with attachments of copies of bills and other documentation as may be required by Lender to establish that such Operating Expenses are reasonable and that such amounts are then due or expected to become due in that month. Lender shall approve or disapprove such request, within ten (10) Business Days after Lender’s receipt of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approval. (iii) Notwithstanding anything Anything herein to the contrarycontrary notwithstanding, with respect to each Marriott Propertyit is agreed that in the event the Building is not fully occupied during any Lease Year, a reasonable and equitable adjustment shall be made by Landlord in computing the Operating Expenses for such year so long as (A) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing under that the Management Agreement applicable to such Marriott Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott is making all required payments as and when due pursuant Operating Expenses shall be adjusted to the Management Agreement and/or amount that would have been incurred had the Manager’s Subordination, this Section 2.11(f) Building been fully occupied during such year. Tenant's 2002 estimate of Additional Rent for the first operating year shall not apply.be the following amounts: Real Estate Taxes: $ 6,176.00/Mo. Operating Expenses: $ 2,855.00/Mo.

Payment of Operating Expenses. In addition to the Basic Monthly Rent, Tenant covenants to pay to Landlord without abatement, deduction, offset, prior notice (iexcept as provided in this Paragraph 5) Provided that no Event or demand Tenant’s Share of Default has occurred and is continuing, and provided that all amounts required to be deposited into the Sub-Accounts set forth Operating Expenses in Sections 2.11(d)(i) through (vi) for the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expense, to an account designated lawful money of Building by the BorrowersUtah Transit Authority (or any other governmental entity having the authority to impose such fees, all amounts contained bond costs or assessments for mass transit improvements); (t) expenses incurred in connection with the Hotel Operating Sub-Accounts up to an amount equal to the amount set forth in the Approved Budget marketing, negotiation, execution or enforcement of Building leases or making tenant improvements; (u) items for such Interest Accrual Period provided, however, that the aggregate withdrawals which Landlord is otherwise reimbursed; (v) expenses resulting from the Hotel Operating Sub-Account pursuant to this Section 2.11(f)(i) for any Interest Accrual Period shall not exceed the amount set forth in the Approved Budget for such Interest Accrual Period (except to the extent set forth in subsection (ii), below).violation by Landlord of applicable law; (iiw) Provided penalties for late payment by Landlord; (x) Landlord’s income or franchise taxes; (y) any expense paid to a related person that no Event of Default has occurred and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess of the amounts set forth amount that would be paid in the Approved Budget absence of such relationship; and (z) costs incurred in connection with the initial development and improvement of the Property. In addition, if the Premises are at least ninety percent (90%) vacant for more than ninety (90) days, the Operating Expenses that vary with occupancy and would otherwise be payable by Tenant under this Paragraph 5 shall be reduced equitably to reflect the reduction, if any, in variable expenses resulting from such vacancy the United States at such place as Landlord may designate, in advance on or before the first day of each calendar month during the Term, commencing on the Commencement Date, in accordance with the provisions of this Paragraph 5. On or prior to the Commencement Date and prior to each Operating Year after the Commencement Date, if reasonably practicable, Landlord shall furnish Tenant with a written statement (the “Estimated Operating Expenses Statement”) showing in reasonable detail the computation of Tenant’s Estimated Share of Operating Expenses. On or prior to the Commencement Date, and on the first day of each month following the Commencement Date, Tenant shall pay to Landlord one-twelfth (1/12th) of Tenant’s Estimated Share of Operating Expenses as specified in the Estimated Operating Expenses Statement for such Interest Accrual Period for Operating Year. If Landlord fails to give Tenant an Estimated Operating Expenses (“Extra Funds”)Statement prior to any Operating Year, Borrowers Tenant shall continue to pay on the basis of the Estimated Operating Expenses Statement for the prior Operating Year until the Estimated Operating Expenses Statement for the current Operating Year is received. If at any time it appears to Landlord that the Operating Expenses will vary from Landlord’s original estimate, Landlord may deliver to Tenant a revised Estimated Operating Expenses Statement for such Operating Year, and subsequent payments by Tenant for such Operating Year shall be based on such revised Estimated Operating Expenses Statement. Within a reasonable time after the expiration of any Operating Year19, Landlord shall furnish Tenant with a written request to Lender to allocate an amount equal to Extra Funds to statement (the Hotel Operations Sub-Account as set forth “Actual Operating Expenses Statement”) showing in Section 2.11(d)(vii) reasonable detail the computation of Tenant’s Share of Operating Expenses for such Operating Year and for a disbursement of Extra Funds stating (1) the amount by which Tenant’s Share of such Extra Funds and (2) Operating Expenses exceeds or is less than the purpose for which such amount is intended with attachments of copies of bills and other documentation as may be required amounts paid by Lender to establish that Tenant during such Operating Year. If the Actual Operating Expenses are reasonable and Statement indicates that the amount actually paid by Tenant for the relevant Operating Year is less than Tenant’s Share of Operating Expenses for such amounts are Operating Year, Tenant shall pay to Landlord such deficit within thirty (30) days after delivery of the Actual Operating Expenses Statement. Such payments by Tenant shall be made notwithstanding that the Actual Operating Expenses Statement is furnished to Tenant after the expiration of the Term or sooner termination of this Lease. If the Actual Operating Expenses Statement indicates that the amount actually paid by Tenant for the relevant Operating Year exceeds Tenant’s Share of Operating Expenses for such Operating Year, such excess shall, at 20 option, either be applied against any amount then due payable or expected to become due in that monthpayable by Tenant under this Lease, or promptly refunded to Tenant. Lender No failure by Landlord to require the payment of Tenant’s Share of Operating Expenses for any period shall approve constitute a waiver of Landlord’s right to collect Tenant’s Share of Operating Expenses for such period or disapprove such requestfor any subsequent period. If the Expense Stop exceeds Tenant’s Share of Operating Expenses for any full or partial Operating Year, within ten (10) Business Days after Lender’s receipt Tenant shall not be entitled to any refund, credit or adjustment of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release Basic Monthly Rent. Notwithstanding the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approval. (iii) Notwithstanding anything herein foregoing to the contrary, the Operating Expenses that vary with respect occupancy and are attributable to each Marriott Propertyany part of the Term or the base calendar year used to calculate the Expense Stop in which less than ninety-five percent (95%) of the rentable area of the Building is occupied by tenants, so long as (A) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing under the Management Agreement applicable to such Marriott Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott is making all required payments as and when due pursuant will be adjusted by Landlord to the Management Agreement and/or amount that the Manager’s Subordination, this Section 2.11(fOperating Expenses would have been if ninety-five percent (95%) shall not applyof the rentable area of the Building had been occupied.

Payment of Operating Expenses. (i) Provided that no Event of Default has occurred and is continuing, and provided that all amounts required to be deposited into the Sub-Accounts set forth in Sections 2.11(d)(i) through (vi) for the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ Borrower’s sole cost and expense, to an account designated by the BorrowersBorrower, all amounts contained in the Hotel Operating Sub-Accounts up to an amount equal to the amount set forth in the Approved Budget for such Interest Accrual Period provided, however, that the aggregate withdrawals from the Hotel Operating Sub-Account pursuant to this Section 2.11(f)(i) for any Interest Accrual Period shall not exceed the amount set forth in the Approved Budget for such Interest Accrual Period (except to the extent set forth in subsection (ii), below). (ii) Provided that no Event of Default has occurred and is continuing, if in a given Interest Accrual Period, Borrowers Borrower require amounts in excess of the amounts set forth in the Approved Budget for such Interest Accrual Period for Operating Expenses (“Extra Funds”), Borrowers Borrower may deliver a written request to Lender to allocate an amount equal to Extra Funds to the Hotel Operations Sub-Account as set forth in Section 2.11(d)(vii) and for a disbursement of Extra Funds stating (1) the amount of such Extra Funds and (2) the purpose for which such amount is intended with attachments of copies of bills and other documentation as may be required by Lender to establish that such Operating Expenses are reasonable and that such amounts are then due or expected to become due in that month. Lender shall approve or disapprove such request, within ten (10) Business Days after Lender’s receipt of such request and related documentation, provided such request shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approval. (iii) Notwithstanding anything herein to the contrary, with respect to each Marriott Property, so long as (A) Marriott Hyatt is Manager of such Marriott the Property, (B) no default has occurred and is continuing under the Management Agreement applicable to such Marriott Property beyond any applicable notice and cure periods set forth therein, and (C) Marriott Hyatt is making all required payments as and when due pursuant to the Management Agreement and/or the Manager’s Subordination, this Section 2.11(f) shall not apply.

Payment of Operating Expenses. (i) Provided that no Event Tenant shall pay, as Additional Rent and in accordance with the requirements of Default has occurred Section 2.2 and is continuing3.2, and provided that all amounts required to be deposited into the Sub-Accounts set forth in Sections 2.11(d)(i) through (vi) for the Current Interest Accrual Period have been deposited therein, Lender shall transfer within two Business Days thereafter at Borrowers’ sole cost and expense, to an account designated by the Borrowers, all amounts contained in the Hotel Operating Sub-Accounts up to an amount equal to the amount set forth in the Approved Budget for such Interest Accrual Period provided, however, that the aggregate withdrawals from the Hotel Operating Sub-Account pursuant to this Section 2.11(f)(i) for any Interest Accrual Period shall not exceed the amount set forth in the Approved Budget for such Interest Accrual Period (except to the extent set forth in subsection (ii), below). (ii) Provided that no Event of Default has occurred and is continuing, if in a given Interest Accrual Period, Borrowers require amounts in excess Tenant’s Proportionate Share of the amounts set forth in the Approved Budget for such Interest Accrual Period for Operating Expenses (“Extra Funds”), Borrowers may deliver a written request to Lender to allocate an amount equal to Extra Funds to the Hotel Operations Sub-Account as set forth in Section 2.11(d)(vii) and for a disbursement 1.12. Additional Rent commences to accrue upon the Commencement Date. The Tenant’s Proportionate Share of Extra Funds stating (1) the amount of such Extra Funds and (2) the purpose for which such amount is intended with attachments of copies of bills and other documentation as may be required by Lender to establish that such Operating Expenses are reasonable payable hereunder for the Operating Years in which the Term begins and ends shall be prorated to correspond to that such amounts are then portion of said Operating Years occurring within the Term. Tenant’s Proportionate Share of Operating Expenses and any other sums due or expected to become due in that month. Lender and payable under this Lease shall approve or disapprove such request, within ten (10) Business Days after Lender’s be adjusted upon receipt of such request the actual bills therefor, and related documentation, provided such request the obligations of this Section 3 shall be deemed approved if no response is received from Lender within ten (10) Business Days after Lender’s receipt survive the termination or expiration of such request and related documentation, and, if approved or deemed approved, Lender shall release the funds to each applicable Borrower or such Borrower’s designee within five (5) Business Days after Lender’s approval. (iii) Lease. Notwithstanding anything herein contained in Section 3 (“Additional Rent”) hereof to the contrary, with respect to each Marriott Property, so long as the term “Tenant’s Proportionate Share of Real Estate Taxes” shall mean eighteen percent (A18%) Marriott is Manager of such Marriott Property, (B) no default has occurred and is continuing under the Management Agreement Real Estate Taxes for applicable to such Marriott Property beyond any applicable notice and cure periods set forth thereinLease Year, and the Term “Tenant’s Proportionate Share of Operating Expenses” shall mean eighteen percent (C18%) Marriott is making all required payments as and when of the Operating Expenses for the applicable Lease Year. Said percentages have been agreed upon by the parties hereto after due pursuant consideration of the rentable area of the Building. Anything herein to the Management Agreement and/or contrary notwithstanding, it is agreed that in the Managerevent the Building is not 90% occupied during any Lease Year, a reasonable and equitable adjustment shall be made by Landlord in computing the Operating Expenses that vary with occupancy only for such year so that the Operating Expenses shall be adjusted to the amount that would have been incurred had the Building been fully occupied during such year. Tenant’s Subordination, this Section 2.11(f) initial estimate of Additional Rent for the first operating year shall not apply.be the following amounts: Real Estate Taxes: $3,252.19/Mo. Operating Expenses: $2,550.01/Mo.