Common use of Classification of Advances Made by Marriott to Cover Payments of Minimum Aggregate Tenant’s Priority Clause in Contracts

Classification of Advances Made by Marriott to Cover Payments of Minimum Aggregate Tenant’s Priority. A. The parties acknowledge that Tenant, to ensure that Tenant has sufficient funds to timely pay Minimum Rent due pursuant to the Lease, must receive, and Marriott agrees to pay to Tenant subject to the sufficiency of funds available therefor pursuant to this Agreement, the Security Deposit Agreement and the Marriott Guaranty Agreement (in each case subject to the terms and provisions of such agreements) and in accordance with Section 2.02.B hereinabove, Aggregate Tenant’s Priority on or before the first day of each Portfolio Accounting Period. As a result, it is possible that Marriott will pay Aggregate Tenant’s Priority prior to determining whether Aggregate Operating Profit for such Portfolio Accounting Period was adequate to cover such Aggregate Tenant’s Priority. If for any given Portfolio Accounting Period it is determined that Aggregate Operating Profit was inadequate to cover any such payments of Aggregate Tenant’s Priority made by Marriott with respect to such Portfolio Accounting Period, then one of the following shall be applicable: 1. if the Guaranty Term had not expired before the first day of such Portfolio Accounting Period and Marriott’s obligation to advance funds had not terminated for any other reason pursuant to the terms of the Marriott Guaranty Agreement (an expiration or termination as aforesaid, hereinafter, a “Guaranty Termination Event”), then (a) that portion of Aggregate Tenant’s Priority paid with respect to such Portfolio Accounting Period up to the amount of Tenant’s Termination Threshold with respect to such Portfolio Accounting Period, not otherwise funded or required to be funded by a Security Deposit Advance, shall be deemed to be a Marriott Guaranty Advance made pursuant to the Marriott Guaranty Agreement, and (b) the remaining portion of Aggregate Tenant’s Priority paid with respect to such Portfolio Accounting Period in excess of Tenant’s Termination Threshold may be deducted by Marriott from any payment of Aggregate Tenant’s Priority to be made with respect to any successive Portfolio Accounting Period until reimbursed to Marriott; or 2. if a Guaranty Termination Event had occurred prior to the first day of such Portfolio Accounting Period, then that portion of Aggregate Tenant’s Priority paid with respect to such Portfolio Accounting Period in excess of the amount of Aggregate Operating Profit for such Portfolio Accounting Period, not otherwise funded or required to be funded by a Security Deposit Advance, shall be, at Marriott’s option, (a) deemed to have been funded by Marriott as an Additional Marriott Advance, up to the amount of Tenant’s Termination Threshold, with any amount paid in excess of Tenant’s Termination Threshold to be deducted by Marriott from any payment of Aggregate Tenant’s Priority to be made with respect to any successive Portfolio Accounting Period until reimbursed to Marriott, or (b) deducted by Marriott from any payment of Aggregate Tenant’s Priority to be made with respect to any successive Portfolio Accounting Period until reimbursed to Marriott. No provision of this Section 4.03.A shall be construed to require Marriott to make payments of Aggregate Tenant’s Priority except from Aggregate Operating Profit or, if the Security Deposit is depleted or otherwise insufficient, then from Marriott Guaranty Advances (for payments up to Tenant’s Termination Threshold) available therefor. B. Notwithstanding anything herein to the contrary, within twenty (20) days after the end of each Portfolio Accounting Period, Marriott shall determine whether it is deemed to have made an Additional Marriott Advance or a Marriott Guaranty Advance (pursuant to the terms of the Marriott Guaranty Agreement) with respect to such Portfolio Accounting Period, and if Marriott has made such an advance with respect to such Portfolio Accounting Period, Marriott shall advise Tenant in writing of the type and amount of such advance (each such notice, an “Advance Notice”), and the balance of the Aggregate Amount Funded shall be deemed increased by the amount of any Marriott Guaranty Advance. Tenant may, in its sole discretion, elect immediately to repay any such advance. This paragraph shall only be applicable with respect to advances made or deemed made pursuant to this Section 4.03. C. Notwithstanding anything herein to the contrary, if Landlord or Tenant fail timely to fund the cost of the Renovations to the Portfolio Properties in accordance with the Renovation-Related Agreements, and such failure continues for a period of ten (10) days following receipt of Marriott’s written request for the same to Landlord and Tenant, then (i) such failure shall constitute a Guaranty Termination Event, and (ii) any and all Marriott Guaranty Advances made prior to the date thereof, less any amounts previously paid to the Managers prior to the date thereof in respect of the Aggregate First Incentive Management Fee pursuant to Section 2.02.A(3) hereof, shall be immediately due and payable by Landlord and Tenant (and/or by HPT pursuant to the HPT Guaranty) to Marriott.