Common use of RENTAL POOL Clause in Contracts

RENTAL POOL. Starwood desires to acquire the benefits and burdens of certain Property that Starwood desires and intends to convert to or hold for rental property purposes. Notwithstanding anything herein to the contrary, Starwood shall have the exclusive right, exercisable in its sole and absolute discretion at or before the closing of the Partnership’s purchase of a pool of Loans and REO, to designate any of the REO and Loans being purchased by the Partnership as property that shall be converted to or held for rental property purposes (all such designated Loans and REO, collectively, the “Rental Pool”, and individually, a “Rental Pool Asset”), provided Starwood delivers written notice to the other Partners of each such designation at or before such closing. In connection with the closing of the Initial Acquisition, the initial Rental Pool and list of designated Rental Pool Assets (with the BPO for each such asset) is set forth on Exhibit E attached hereto and made a part hereof. Each designation of a Loan or REO as a Rental Pool Asset shall be irrevocable and may not thereafter be changed by Starwood. Except with respect to Excluded Rental Pool Cash, the Partners agree that with respect to any Rental Pool Asset: JVP and the General Partner will not participate in the profits or losses of such Rental Pool Asset; all of the profits or losses from such Rental Pool Asset will be allocated to Starwood only; all of the economic benefits and all direct and or allocable share of all indirect costs attributable to such Rental Pool Asset will be for Starwood’s account (including all Rental Pool Expenditures); and all capital requirements for such Rental Pool Asset must be provided by Starwood. Except with respect to Excluded Rental Pool Cash, the Partners further agree that: the capital requirements and profits and losses attributable to the Rental Pool will not be taken into account in determining the profits or losses and Distributions to be allocated or paid to JVP; and Starwood will be solely responsible for the management of the Rental Pool. To carry out the Partners’ intent with respect to this subject, the following provisions apply with respect to the Rental Pool: (a) At Starwood’s option only, any Rental Pool Asset may (i) continue to be owned by the Partnership in accordance with the provisions hereof, or (ii) be distributed to Starwood in accordance with Section 6.5(b), or (iii) be sold by the Partnership, as directed by Starwood, to Starwood, an Affiliate of Starwood or any other Person. (b) The management, control and operation of the Partnership with respect to each Rental Pool Asset shall be vested exclusively in Starwood, and Starwood releases JVP and its Affiliates from any responsibilities or obligations with respect to such Property. (c) Starwood must make Rental Pool Additional Contributions within 15 days after the end of each month in which the Partnership incurs a Rental Pool Deficit in an amount sufficient to satisfy such Rental Pool Deficit. As provided in Section 5.2, no Partner may demand that any additional Capital Contributions be made by JVP with respect to investments in or expenditures for a Rental Pool Asset, and Starwood shall contribute all Rental Pool Additional Contributions. (d) The Partnership and each of the other Partners, to the fullest extent permitted under Delaware law, hereby waives its right to demand and hereby releases Starwood from any and all fiduciary duties Starwood might otherwise owe such other Partner or the Partnership in connection with (i) Starwood’s right to designate any Property as part of the Rental Pool and (ii) Starwood’s right to control the management and operation of the Partnership with respect to all decisions made with respect to the Rental Pool through (and after) the actual date of foreclosure sale, assignment, sale, transfer, or Distribution in kind of such assets by the Partnership, as provided in subsection (a) above. (e) In consideration of Starwood’s rights hereunder with respect to the right to designate the Rental Pool and thereafter control such Rental Pool, Starwood has agreed to pay JVP a fee with respect to each Property designated part of the Rental Pool. The complete terms regarding the payment of such fee are further set forth in that certain Rental Pool Agreement dated as of the date hereof and made between Starwood, JVP and SRP Sub, LLC (a Starwood Affiliate) (the “Rental Pool Agreement”).

RENTAL POOL. Starwood desires to acquire the benefits and burdens of certain Property that Starwood desires and intends to convert to or hold for rental property purposes. Notwithstanding anything herein to the contrary, Starwood shall have the exclusive right, exercisable in its sole and absolute discretion at or before the closing of the Partnership’s purchase of a pool of Loans and REO, to designate any of the REO and Loans being purchased by the Partnership as property that shall is, in good faith, contemplated to be converted to or held for rental property purposes (but without any obligation to do so) (all such designated Loans and REO, collectively, the “Rental Pool”, and individually, a “Rental Pool Asset”), provided Starwood delivers written notice to the other Partners of each such designation at or before such closing. In connection , or after such closing with the closing consent of the Initial Acquisition, the initial Rental Pool and list of designated Rental Pool Assets (with the BPO for each such asset) is set forth on Exhibit E attached hereto and made a part hereofJVP. Each designation of a Loan or REO as a Rental Pool Asset shall be irrevocable and may not thereafter be changed by Starwood. Except with respect to Excluded Rental Pool Cash, the Partners agree that with respect to any Rental Pool Asset: JVP and the General Partner will not participate in the profits or losses of such Rental Pool Asset; all of the profits or losses from such Rental Pool Asset will be allocated to Starwood only; all of the economic benefits and all direct and or allocable share of all indirect costs attributable to such Rental Pool Asset will be for Starwood’s account (including all Rental Pool Expenditures); and all capital requirements for such Rental Pool Asset must be provided by Starwood. Except with respect to Excluded Rental Pool Cash, the Partners further agree that: the capital requirements and profits and losses attributable to the Rental Pool will not be taken into account in determining the profits or losses and Distributions to be allocated or paid to JVP; and Starwood Starwood, subject to subsection (b) below, will be solely responsible for the management of the Rental Pool. To carry out the Partners’ intent with respect to this subject, the following provisions apply with respect to the Rental Pool: (a) At Starwood’s option only, any Rental Pool Asset may (i) continue to be owned by the Partnership in accordance with the provisions hereof, or (ii) be distributed to Starwood (or directly to SRP Sub, LLC if so directed by Starwood) in accordance with Section 6.5(b), or (iii) be sold by the Partnership, as directed by Starwood, to Starwood, an Affiliate of Starwood or any other Person. (b) The management, control and operation of the Partnership with respect to each Rental Pool Asset shall be vested exclusively in Starwood, and Starwood releases JVP and its Affiliates from any responsibilities or obligations with respect to such Property. Notwithstanding the foregoing, in consideration of the JVP Asset Management Fee, JVP will (i) advise Starwood regarding strategies and opportunities to maximize the economic return on such Property even if such maximization is ultimately derived from non-rental uses of such Properties and (ii) execute, on behalf of Starwood, strategies approved by Starwood with respect to Rental Pool Assets. (c) Starwood must make Rental Pool Additional Contributions within 15 days after the end of each month in which the Partnership incurs a Rental Pool Deficit in an amount sufficient to satisfy such Rental Pool Deficit. As provided in Section 5.2, no Partner may demand that any additional Capital Contributions be made by JVP with respect to investments in or expenditures for a Rental Pool Asset, and Starwood shall contribute all Rental Pool Additional Contributions. (d) The Partnership and each of the other Partners, to the fullest extent permitted under Delaware law, hereby waives its right to demand and hereby releases Starwood from any and all fiduciary duties Starwood might otherwise owe such other Partner or the Partnership in connection with (i) Starwood’s right to designate any Property as part of the Rental Pool and (ii) Starwood’s right to control the management and operation of the Partnership with respect to all decisions made with respect to the Rental Pool through (and after) the actual date of foreclosure sale, assignment, sale, transfer, or Distribution in kind of such assets by the Partnership, as provided in subsection (a) above. (e) In consideration of Starwood’s rights hereunder with respect to the right to designate the Rental Pool and thereafter control such Rental Pool, Starwood has agreed to pay JVP a fee with respect to each Property designated part of the Rental Pool. The complete terms regarding the payment of such fee are further set forth in that certain Amended and Restated Rental Pool Agreement dated as of the date hereof and made between Starwood, JVP and SRP Sub, LLC (a Starwood Affiliate) (the “Rental Pool Agreement”).

RENTAL POOL. Starwood desires to acquire 34.1 The Allottee understands and agrees that the benefits and burdens of certain Property that Starwood desires and intends to convert to or hold for rental property purposes. Notwithstanding anything herein to the contrary, Starwood shall have the exclusive right, exercisable in its sole and absolute discretion at or before the closing of the Partnership’s purchase of a pool of Loans and REO, to designate any of the REO and Loans being purchased by the Partnership as property that Apartment shall be converted to or held for rental property purposes under the Rental Pool arrangement (all such designated Loans and REO, collectively, the “Rental Pool”, ) and individually, a “Rental Pool Asset”), provided Starwood delivers written notice to the other Partners of each such designation at or before such closing. In connection with the closing of the Initial Acquisition, the initial Rental Pool and list of designated Rental Pool Assets (with the BPO for each such asset) is set forth on Exhibit E attached hereto and made a part hereof. Each designation of a Loan or REO as a Rental Pool Asset shall be irrevocable and may not thereafter be changed by Starwood. Except with respect to Excluded Rental Pool Cash, the Partners agree that with respect to any Rental Pool Asset: JVP and the General Partner will not participate in the profits or losses of such Rental Pool Asset; all of the profits or losses from such Rental Pool Asset will be allocated to Starwood only; all of the economic benefits and all direct and or allocable share of all indirect costs attributable to such Rental Pool Asset will be for Starwood’s account (including all Rental Pool Expenditures); and all capital requirements for such Rental Pool Asset must be provided by Starwood. Except with respect to Excluded Rental Pool Cash, the Partners further agree that: the capital requirements and profits and losses attributable to the Rental Pool will not be taken into account in determining the profits or losses and Distributions to be allocated or paid to JVP; and Starwood will be solely responsible for the management of the Rental Pool. To carry out the Partners’ intent with respect to this subject, the following provisions apply with respect to the Rental Pool: (a) At Starwood’s option only, any Rental Pool Asset may (i) continue to be owned managed by the Partnership HMC (on its own or through an Operator) in accordance with the provisions hereof, or terms and conditions set out in the rental pool agreement (ii) be distributed to Starwood in accordance with Section 6.5(b), or (iii) be sold by the Partnership, as directed by Starwood, to Starwood, an Affiliate of Starwood or any other Person. (b) The management, control and operation of the Partnership with respect to each Rental Pool Asset shall be vested exclusively in Starwood, and Starwood releases JVP and its Affiliates from any responsibilities or obligations with respect to such Property. (c) Starwood must make Rental Pool Additional Contributions within 15 days after the end of each month in which the Partnership incurs a Rental Pool Deficit in an amount sufficient to satisfy such Rental Pool Deficit. As provided in Section 5.2, no Partner may demand that any additional Capital Contributions be made by JVP with respect to investments in or expenditures for a Rental Pool Asset, and Starwood shall contribute all Rental Pool Additional Contributions. (d) The Partnership and each of the other Partners, to the fullest extent permitted under Delaware law, hereby waives its right to demand and hereby releases Starwood from any and all fiduciary duties Starwood might otherwise owe such other Partner or the Partnership in connection with (i) Starwood’s right to designate any Property as part of the Rental Pool and (ii) Starwood’s right to control the management and operation of the Partnership with respect to all decisions made with respect to the Rental Pool through (and after) the actual date of foreclosure sale, assignment, sale, transfer, or Distribution in kind of such assets by the Partnership, as provided in subsection (a) above. (e) In consideration of Starwood’s rights hereunder with respect to the right to designate the Rental Pool and thereafter control such Rental Pool, Starwood has agreed to pay JVP a fee with respect to each Property designated part of the Rental Pool. The complete terms regarding the payment of such fee are further set forth in that certain Rental Pool Agreement dated as of the date hereof and made between Starwood, JVP and SRP Sub, LLC (a Starwood Affiliate) (the “Rental Pool Agreement”), the indicative draft copy whereof is annexed to this Agreement as Schedule ‘F’. The terms and conditions in the draft Rental Pool Agreement are merely indicative and the Promoter reserves the right to make suitable amendments therein, as may be deemed necessary by it in its sole discretion and the Allottee accepts the same and hereby gives its consent thereto. The Allottee hereby agrees and undertakes to comply with the terms and conditions set out in the Rental Pool Agreement. The Allottee further understands and agrees that the Initial Working Capital Deposit shall be refunded to the Allottee by the Promoter or the Operator of the Rental Pool, only when sufficient working capital reserve has been created from the gross revenue generated by the operations of the Hotel Business. 34.2 It shall be mandatory for the Allottee to enter into the Rental Pool Agreement and the signing of which shall be a condition precedent for executing the Conveyance Deed of the Apartment in favour of the Allottee. Refusal to execute the Rental Pool Agreement by the Allottee shall constitute a breach of this Agreement and shall entitle the Promoter to terminate this Agreement in accordance herewith. 34.3 The Allottee acknowledges and agrees that during the Operating Term it shall not have any right of residence in the Apartment, the physical possession of which, shall, at all times remain with the HMC. The Allottee further acknowledges and agrees that its right to the use and occupation of the Apartment shall be subject to the terms and conditions of the Rental Pool Agreement or as stipulated by the HMC in this regard. 34.4 The Promoter has clarified and the Allottee understands and agrees that the Rental Pool arrangement has been conceived keeping in view a minimum set of serviced apartments in order to make the concept commercially viable and also to attract a suitable operator of the highest international standards. The planning, layout, location and services for the MSA-Rental Pool serviced apartments have also been planned accordingly. Any change in the status or the number of MSA- Rental Pool serviced apartments on account of any reason shall adversely impact the viability of the Rental Pool arrangement including the delivery of services to the remaining serviced apartments under Rental Pool and their profitability. Significantly it may also result in withdrawal by the Operator from the Hotel Business thus aborting the whole Rental Pool arrangement. Under the circumstances the Apartment is being sold on the condition that it shall remain a part of the Rental Pool arrangement during the full Operating Term subject only to the terms of the Rental Pool Agreement and any breach thereof by the Allottee, shall entitle the Promoter, at its sole discretion to action strictly in accordance with clause 34.6