Common use of WORKING CAPITAL AND BANK ACCOUNTS Clause in Contracts

WORKING CAPITAL AND BANK ACCOUNTS. 7.1. Commencing immediately prior to the Takeover Date, Owner will provide Operator with the Minimum Working Capital for the Hotel. Owner shall at all times provide, either from Total Revenues or from other funds of Owner, sufficient funds as reasonably determined by Operator to constitute normal working capital for the uninterrupted and efficient operation of the Hotel (but which, in no event, shall be an amount less than the Minimum Working Capital), in accordance with this Agreement, and to maintain the Standard as required herein (but without negating Operator’s obligation to obtain Owner’s consent to exceed budget amounts if required under Section 8.6). Operator agrees that in determining the required working capital, Operator shall take into account the anticipated Operating Expenses and anticipated Total Revenues of the Hotel for the applicable rolling thirty (30) day period. In furtherance thereof, Operator shall provide to Owner monthly cash flow forecasts covering the next ninety (90) days of the Hotel’s financial needs as part of Operator’s Monthly Cash Flow Forecast. Operator shall manage accounts receivable and inventories as would a prudent operator of a hotel similar to the Hotel and consistent with its operation of its other hotels. Within fourteen (14) days following Operator’s notice to Owner that additional funds are required to pay payroll expenses and other necessary Operating Expenses, Owner shall provide such funds necessary to pay such Operating Expenses. Any such failure to provide such funding within the required time period shall constitute a breach under Section 17.1(A) of this Agreement. Operator may, but shall not be required to, fund such expenses, and in such event, Operator may, in addition to all other rights, repay itself as soon as any funds are available. 7.2. All funds received by Operator in the operation of the Hotel, including working capital furnished by Owner, shall be deposited in an Agency Account in such federally insured financial institution as may be selected by Operator and reasonably approved by Owner and approved by any Mortgagee. Such funds shall not be commingled with Operator’s other funds. To the extent funds are currently available in the Agency Account, Operator shall pay all Operating Expenses and Fixed Charges on behalf of Owner from the Agency Account. Upon Owner’s written request and direction, Operator shall pay on behalf of Owner from the Agency Account (but only to the extent that such funds are available in the Agency Account following the payment of all Operating Expenses and Fixed Charges), such other Owner Expenses as may be requested by Owner; provided, however, Operator will not be required to pay such Owner Expenses until Operator receives Owner’s Expense Notice. Owner agrees to provide Owner’s Expense Notice at least thirty (30) days prior to the date on which the first payment by Operator is due, and such Owner’s Expense Notice shall only be revocable upon thirty (30) days prior written notice from Owner. 7.3. In addition to the Agency Account established pursuant to Section 7.2, the FF&E Reserve Account shall be established at the same institution for a reserve for replacements, substitutions and additions to the FF&E. Such funds shall not be commingled with Operator’s other funds. 7.4. The Agency Account and the FF&E Reserve Account, shall be opened and maintained at all times in the name of Operator as agent for Owner doing business as the “Hilton San Francisco Financial District” and shall be under the control of Operator. Notwithstanding the foregoing, checks or other documents of withdrawal may be signed only by authorized representatives of Operator, provided that such representatives shall be bonded or otherwise insured in a manner reasonably satisfactory to Owner. Owner shall have read-only access to the Agency Account and FF&E Reserve Account. The premiums for bonding or other insurance shall be an Operating Expense except for premiums for bonding off-site executive employees of Operator. Operator shall prepare all bank reconciliations and do all necessary accounting with respect to the Agency Account and the FF&E Reserve Account. Owner may review such bank reconciliations in detail at any time. 7.5. The provisions of this Article VII and any other provisions of this Agreement regarding cash management or the handling of Hotel funds (including any reserves) are subject to, and Operator shall comply with, any requirements regarding cash management and handling of all or any portion of Total Revenues and other Hotel funds including with respect to any reserves and any lock box or similar arrangements, of any Mortgagee, and within ten (10) days after being requested in writing to do so, Operator will join in any commercially reasonable agreement, acknowledgement or consent with respect thereto required by any Mortgagee. Nothing in this Section 7.5 shall negate or reduce Owner’s obligations to provide sufficient funds for operation in accordance with the other provisions of this Agreement.

WORKING CAPITAL AND BANK ACCOUNTS. 7.1. Commencing immediately prior to the Takeover Date, Owner will provide Operator with the Minimum Working Capital working capital for the HotelHotels in the amount of Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) (the “Working Capital”). Owner shall at all times provide, either from Total Revenues or from other funds of Owner, sufficient funds as reasonably determined by in the good faith business judgment of Operator to constitute normal working capital for the uninterrupted and efficient operation of the Hotel Hotels (but which, in no event, shall be an amount less than the Minimum Working Capital), including without limitation funds sufficient to operate, maintain and equip the Hotels in accordance with this Agreement, all Major Agreements and to maintain the Standard as Hotels in accordance with the Hotel Standard. The Working Capital amount required herein under this Section 7.1 shall be increased (but without negating not decreased) annually on the first day of each succeeding Fiscal Year by the same percentage as any percentage increase in the CPI (as defined in Section 8.6) from the first day of the prior Fiscal Year through the first day of such succeeding Fiscal Year. Upon Operator’s obligation to obtain Owner’s consent to exceed budget amounts if required under Section 8.6). Operator agrees that in determining the required working capital, Operator shall take into account the anticipated Operating Expenses and anticipated Total Revenues of the Hotel for the applicable rolling thirty (30) day period. In furtherance thereof, Operator shall provide to Owner monthly cash flow forecasts covering the next ninety (90) days of the Hotel’s financial needs as part of Operator’s Monthly Cash Flow Forecast. Operator shall manage accounts receivable and inventories as would a prudent operator of a hotel similar to the Hotel and consistent with its operation of its other hotels. Within fourteen (14) days following Operator’s written notice to Owner that additional funds are required to pay payroll expenses and other necessary Operating ExpensesExpenses (including but not limited to payroll expenses), Owner shall provide such the funds necessary to pay such Operating ExpensesExpenses within three (3) business days following Owner’s receipt of such notice. Any such failure to provide such funding within the required time period shall constitute a breach under Section 17.1(A) of this Agreement. If Operator may, but chooses to fund any such expenses (which shall not be required to, fund such expenses, and in such eventtotally at Operator’s sole discretion), Operator may, in addition to all other rights, repay itself as soon as any funds are available, and pay itself interest upon such sum from the date payment was made at a rate equal to the Prime Rate plus three hundred (300) basis points. 7.2. All funds received by Operator in the operation of the HotelHotels, including working capital furnished by Owner, shall be deposited in an a special account or accounts (the “Agency Account Account”) in such federally insured financial institution bank, savings and loan or trust company as may be selected by Operator Owner and reasonably approved by Owner Operator. Any successor or substitute bank, savings and approved by any Mortgagee. Such funds loan or trust company shall not be commingled with Operator’s other funds. To the extent funds are currently available selected in the Agency Account, same manner. Operator shall pay all Operating Expenses and Fixed Charges on behalf of Owner from the Agency Account; provided, however, that Operator shall not be obligated to pay any Operating Expenses or Fixed Charges in the event that such funds are not currently available in the Agency Account. Upon Owner’s written request and direction, Operator shall pay on behalf of Owner from the Agency Account (but only to the extent that such funds are available in the Agency Account following the payment of all Operating Expenses and Fixed Charges), such other Owner Expenses fixed expenses as may be requested by OwnerOwner (e.g., debt service, ground lease payments, capital costs, etc.) (“Owner Expenses”); provided, however, Operator will not be required to pay such Owner Expenses until Operator receives Owner’s written request and direction to do so (including copies of any material agreements) (“Owner’s Expense Notice”). Owner agrees to provide Owner’s Expense Notice at least thirty (30) days prior to the date on which the first payment by Operator is due, and such Owner’s Expense Notice shall only be revocable upon thirty (30) days prior written notice from Owner. 7.3. In addition to the A. The Agency Account established pursuant to Section 7.2, the FF&E Reserve Account shall be established at the same institution for a reserve for replacements, substitutions and additions to the FF&E. Such funds shall not be commingled with Operator’s other funds. 7.4. The Agency Account and the FF&E Reserve Account, shall be opened and maintained at all times in the name of the Hotel(s), with Operator as agent for Owner doing business as the “Hilton San Francisco Financial District” (bearing Owner’s Federal tax identification number), and shall be under the control of Operator. Notwithstanding The FF&E Reserve Account (as defined in Section 11.1) shall be in the foregoing, checks name of Owner and under the control of Owner. Checks or other documents of withdrawal may from the Agency Account shall be signed only by authorized representatives of Operator’s representatives, provided that such representatives shall be bonded or otherwise insured in a manner reasonably satisfactory to Owner. Owner shall have read-only access to the Agency Account and FF&E Reserve Account. The premiums for bonding or other insurance shall be an Operating Expense except for premiums for bonding off-site executive employees of Operator. Operator shall prepare No later than ninety (90) days following the expiration or termination of this Agreement, all bank reconciliations and do all necessary accounting with respect to remaining amounts in the Agency Account and the FF&E Reserve Account. Owner may review such bank reconciliations in detail at any time. 7.5shall be transferred to Owner. The provisions of this Article VII and Operator shall not co-mingle any Agency Account funds with any other provisions funds of this Agreement regarding cash management Operator or the handling of Hotel funds (including any reserves) from hotels that are subject to, and Operator shall comply with, any requirements regarding cash management and handling of all or any portion of Total Revenues and other Hotel funds including with respect to any reserves and any lock box or similar arrangements, of any Mortgagee, and within ten (10) days after being requested in writing to do so, Operator will join in any commercially reasonable agreement, acknowledgement or consent with respect thereto required by any Mortgagee. Nothing in this Section 7.5 shall negate or reduce Owner’s obligations to provide sufficient funds for operation in accordance with the other provisions of this Agreementnot Hotels.

WORKING CAPITAL AND BANK ACCOUNTS. 7.1. Commencing immediately prior Prior to the Takeover Commencement Date, Owner will provide Operator with the Minimum Working Capital for the Hotel. Owner shall at all times provide, either from Total Operating Revenues or from other funds of Owner, sufficient funds as reasonably determined by in the good faith business judgment of Operator to constitute normal working capital for the uninterrupted and efficient operation of the Hotel (but which, in no event, shall be an amount less than the Minimum Working Capital), including without limitation funds sufficient to operate, maintain and equip the Hotel in accordance with this Agreement, all Major Agreements and to maintain the Standard as required herein (but without negating Operator’s obligation to obtain Owner’s consent to exceed budget amounts if required under Section 8.6). Operator Hotel in a first-class physical condition, provided that Owner hereby acknowledges and agrees that in determining any payment obligations under the required working capitalMajor Agreements is solely that of Owner, and neither Operator shall take into account the anticipated Operating Expenses and anticipated Total Revenues of nor the Hotel for the applicable rolling thirty (30) day periodshall be responsible therefor. In furtherance thereof, Operator shall provide to Owner monthly cash flow forecasts covering the next ninety (90) days of the Hotel’s financial needs as part of Operator’s Monthly Cash Flow Forecast. Operator shall manage accounts receivable and inventories as would a prudent operator of a hotel similar to the Hotel and consistent with its operation of its other hotels. Within fourteen (14) days following Upon Operator’s notice to Owner that additional funds are required to pay payroll expenses and other necessary Operating Expenses, Owner shall provide such the funds necessary to pay such Operating ExpensesExpenses no later than five (5) days from Operator’s request therefor. Any such failure to provide such funding within the required time period timely shall constitute a breach under Section 17.1(A17.1(a) of this Agreement. Operator may, but shall not be required to, fund such expenses, and in such event, Operator may, in addition to all other rights, repay itself as soon as any funds are available. 7.2. All funds received by Operator in the operation of the Hotel, including working capital furnished by Owner, shall be deposited in into an Agency Account in such federally insured financial institution as may be selected by Operator Owner and reasonably approved by Owner and approved by any Mortgagee. Such funds shall not be commingled with Operator’s other funds. To the extent funds are currently available in the Agency Account, Operator shall pay all Operating Expenses and Fixed Charges if so requested by Owner in writing, Non-Operating Income and Expenses on behalf of Owner from the Agency Account. Upon Owner’s written request and direction, Operator shall pay on behalf of Owner from the Agency Account (but only to the extent that such funds are available in the Agency Account following the payment of all Operating Expenses) such Non-Operating Income and Expenses and Fixed Charges), such other Owner Expenses as may be requested by Owner; provided, however, Operator will not be required to pay such Non-Operating Income and Expenses and Owner Expenses until Operator receives Owner’s Expense Notice. Owner agrees to provide Owner’s Expense Notice at least thirty (30) days prior to the date on which the first payment by Operator is due, and such Owner’s Expense Notice shall only be revocable upon thirty (30) days prior written notice from Owner. Operator’s payment of any Owner Expense shall be subject to a supplemental accounting fee as may be mutually agreed to by Owner and Operator. 7.3. In addition to the Agency Account established pursuant to Section 7.2, the FF&E Reserve Account shall be established at (a) the same institution or (b) an institution designated by Owner’s lender pursuant to the terms of a Major Agreement, in each case for a reserve for replacements, substitutions and additions to the FF&E. Such funds shall not be commingled with Operator’s other funds.FF&E. 7.4. The Agency Account and the FF&E Reserve Account, Account shall be opened and maintained at all times in the name of Operator as agent for Owner doing business as the “Hilton San Francisco Financial District” and shall be under the control of Operator, subject to the rights of Owner’s lender under applicable Major Agreements. Notwithstanding the foregoing, checks Checks or other documents of withdrawal may shall be signed only by authorized representatives of Operator, provided that such representatives shall be bonded or otherwise insured in a manner reasonably satisfactory to Owner. Owner shall have read-only access to the Agency Account and FF&E Reserve Account. The premiums for bonding or other insurance shall be an Operating Expense except for premiums for bonding off-site executive employees of Operator. Operator shall prepare all bank reconciliations and do all necessary accounting with respect to the Agency Account and the FF&E Reserve Account. Owner may review such bank reconciliations in detail at any timeExpense. 7.5. The provisions of this Article VII and any other provisions of this Agreement regarding cash management or the handling of Hotel funds (including any reserves) are subject to, and Operator shall comply with, any requirements regarding cash management and handling of all or any portion of Total Revenues and other Hotel funds including with respect to any reserves and any lock box or similar arrangements, of any Mortgagee, and within ten (10) days after being requested in writing to do so, Operator will join in any commercially reasonable agreement, acknowledgement or consent with respect thereto required by any Mortgagee. Nothing in this Section 7.5 shall negate or reduce Owner’s obligations to provide sufficient funds for operation in accordance with the other provisions of this Agreement.

WORKING CAPITAL AND BANK ACCOUNTS. 7.18.1. Commencing immediately prior to the Takeover Date, Owner Lessee will provide Operator with the Minimum Working Capital initial working capital for the HotelHotel in an amount to be reasonably agreed upon between Lessee and Operator. Owner Thereafter, Lessee shall at all times provide, either from Total Revenues or from other funds of OwnerLessee, funds sufficient funds as reasonably determined by in amount in the good faith business judgment of Operator to constitute normal working capital for the uninterrupted and efficient operation of the Hotel, including without limitation funds sufficient to operate, maintain and equip the Hotel (but which, in no event, shall be an amount less than the Minimum Working Capital), in accordance with this Agreement, all Major Agreements and to maintain the Standard as required herein (but without negating Operator’s obligation Hotel in a physical condition substantially equal to obtain Owner’s consent to exceed budget amounts if required under Section 8.6). Operator agrees that in determining the required working capital, Operator shall take into account the anticipated Operating Expenses and anticipated Total Revenues physical condition of the Hotel for on the applicable rolling thirty (30) day period. In furtherance thereof, Operator shall provide to Owner monthly cash flow forecasts covering the next ninety (90) days of the Hotel’s financial needs as part of Operator’s Monthly Cash Flow Forecast. Operator shall manage accounts receivable and inventories as would a prudent operator of a hotel similar to the Hotel and consistent with its operation of its other hotels. Within fourteen (14) days following Operator’s notice to Owner that additional funds are required to pay payroll expenses and other necessary Operating Expenses, Owner shall provide such funds necessary to pay such Operating Expenses. Any such failure to provide such funding within the required time period shall constitute a breach under Section 17.1(A) of this Agreement. Operator may, but shall not be required to, fund such expenses, and in such event, Operator may, in addition to all other rights, repay itself as soon as any funds are availableEffective Date. 7.28.2. All funds received by Operator in the operation of the Hotel, including working capital furnished by OwnerLessee, shall be deposited in an Agency Account a special account or accounts bearing the name of the Hotel (the "AGENCY ACCOUNT") in such federally insured financial institution bank, savings and loan or trust company as may be selected by Operator and reasonably approved by Owner Lessee. Any successor or substitute bank, savings and approved by any Mortgageeloan or trust company shall be selected in the same manner. Such funds shall not be commingled with Operator’s other funds. To From the Agency Account, but only to the extent of funds are currently available in the Agency Account, Operator shall pay all Operating Expenses Expenses, Fixed Charges, capital costs and Fixed Charges on behalf of Owner from the Agency Account. Upon Owner’s written request other amounts, if and direction, Operator shall pay on behalf of Owner from the Agency Account (but only to the extent that such funds the same are available required to be paid by Operator on Lessee's behalf under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Lessee or its affiliates shall pay all debt service under any mortgage or deed of trust encumbering the fee or leasehold estate in the Agency Account following the payment Hotel, all ground lease payments (if any) and all Property Tax payments out of all Operating Expenses separate funds of Lessee or such affiliate and Fixed Charges), Operator shall have no responsibility to make any such other Owner Expenses as may be requested by Owner; provided, however, Operator will not be required to pay such Owner Expenses until Operator receives Owner’s Expense Notice. Owner agrees to provide Owner’s Expense Notice at least thirty (30) days prior to the date on which the first payment by Operator is due, and such Owner’s Expense Notice shall only be revocable upon thirty (30) days prior written notice from Ownerpayments. 7.3. In addition to the Agency Account established pursuant to Section 7.2, the FF&E Reserve Account shall be established at the same institution for a reserve for replacements, substitutions and additions to the FF&E. Such funds shall not be commingled with Operator’s other funds. 7.48.3. The Agency Account and the FF&E Reserve Account, shall be opened and maintained at all times in the name of Operator as agent for Owner doing business as the “Hilton San Francisco Financial District” Lessee and shall be under the control of Operator. Notwithstanding the foregoing, checks Checks or other documents of withdrawal may shall be signed only by authorized representatives of Operator, provided that such representatives shall be bonded or otherwise insured in a manner reasonably satisfactory to Owner. Owner shall have read-only access to the Agency Account and FF&E Reserve AccountLessee. The premiums for bonding or other insurance shall be an Operating Expense except for premiums for bonding off-site executive employees of Operator. Operator shall prepare Upon the expiration or termination of this Agreement all bank reconciliations and do all necessary accounting with respect to remaining amounts in the Agency Account and the FF&E Reserve Account. Owner may review such bank reconciliations in detail at any timeshall be transferred to Lessee. 7.5. The provisions of this Article VII and any other provisions of this Agreement regarding cash management or the handling of Hotel funds (including any reserves) are subject to, and Operator shall comply with, any requirements regarding cash management and handling of all or any portion of Total Revenues and other Hotel funds including with respect to any reserves and any lock box or similar arrangements, of any Mortgagee, and within ten (10) days after being requested in writing to do so, Operator will join in any commercially reasonable agreement, acknowledgement or consent with respect thereto required by any Mortgagee. Nothing in this Section 7.5 shall negate or reduce Owner’s obligations to provide sufficient funds for operation in accordance with the other provisions of this Agreement.