Common use of Key Money Clause in Contracts

Key Money. (a) As an inducement for Owner to enter into the transactions contemplated by this Agreement, Hyatt shall, subject to the Funding Conditions, provide to Owner a financial contribution in an amount equal to Two Million Seven Hundred Thousand United States Dollars (US$2,700,000.00), in the form of key money (the “Key Money”) on the date which is the later of (A) 30 days after the Opening Date or (B) the date all of the Funding Conditions (defined below) have been satisfied (the “Key Money Contribution Date”). (b) Hyatt’s obligation to provide such Key Money is expressly subject to satisfaction of the following conditions (the “Funding Conditions”): (i) Owner shall have satisfied each of the conditions and undertakings in Article III and Sections 4.2 and 11.3 of this Agreement; (ii) Hyatt’s reasonable confirmation on (or no earlier than 5 days prior to) the Key Money Contribution Date of Owner’s compliance with the representations and warranties set forth in Article XXI of this Agreement; (iii) Owner is not in default in the performance of any obligations pursuant to this Agreement or any of the other Hyatt Agreements, including payment of all amounts owing to Hyatt or its Affiliates hereunder or thereunder. Notwithstanding the foregoing, to the extent any payments are due and payable on the Key Money Contribution Date by Owner to Hyatt, Hyatt may elect, in its sole discretion, to fund the Key Money to Owner reduced by the aggregate amount owing by Owner to Hyatt. For the avoidance of doubt, Hyatt’s obligation to fund the Key Money pursuant to this Section 3.5 shall be considered satisfied in full despite any set-off by Hyatt of amounts owing by Owner to Hyatt; (iv) Owner shall have delivered a fully-executed estoppel certificate from any lenders and ground lessors, or equivalent estoppel certifications made by each such party, in its own capacity, to Hyatt, set forth in such party’s applicable fully-executed Financing Non-Disturbance Agreement and/or Lessor Non-Disturbance Agreement at the time of delivery to Hyatt in accordance herewith; (v) Owner shall have delivered a fully-executed guaranty (the “Guaranty”) from a guarantor (other than Owner) (the “Guarantor”) that is acceptable to Hyatt meeting the Net Worth and Liquidity Requirement to guarantee the full repayment to Hyatt of any Unamortized Key Money in the event of any termination or expiration of this Agreement, substantially in the form of Exhibit F attached hereto, and all the Guaranty’s ancillary documents reasonably required under the circumstances, including, but not limited to, a Guarantor Net Worth Certificate and Guarantor Financial Statements (each as defined in Exhibit F attached hereto); and (vi) Owner and Hyatt shall have executed the addendum pursuant to Section 3.4; and (vii) Owner shall have delivered the fully-executed Financing Non-Disturbance Agreement required by this Agreement with respect to any lender; and (viii) Owner shall have delivered the fully-executed Lessor Non-Disturbance Agreement required by this Agreement with respect to any ground lessor. Upon request of Hyatt, Owner shall provide evidence, reasonably acceptable to Hyatt, demonstrating such compliance with the Funding Conditions. (c) The Key Money will be amortized on a monthly straight-line basis over a period of 20 years commencing on the 1st calendar day of the first full Fiscal Year. The amount of any Key Money remaining unamortized as of any date is herein referred to as the “Unamortized Key Money”. If this Agreement is terminated prior to the end of the Operating Term for any reason whatsoever under this Agreement (including under Section 2.3), any Unamortized Key Money shall be refunded by Owner to Hyatt. If the termination is initiated by Owner, then the full repayment of the Unamortized Key Money by Owner shall be a condition precedent to any such termination and such refund shall take place upon acceptance by Hyatt of such termination; provided, however, if any such termination prior to the end of the Operating Term is initiated by Hyatt, then upon at least 30 days prior written notice to Hyatt, Owner may elect to delay the effective date of such termination up to 90 days if necessary to secure the funds to refund to Hyatt the Unamortized Key Money (and interest thereon at the Interest Rate, as provided in Section 16.3(b) below, accruing during the entire deferral period on the full Unamortized Key Money amount due to Hyatt, commencing as of the original early termination date until the actual date of payment by Owner to Hyatt as required herein), and provided, further, that if Owner has so elected to defer the effective date of the termination, then Hyatt may elect, in its sole discretion, to further extend the effective termination date beyond such deferred period until such later date as reasonably needed by Hyatt to transition Hotel operations, so long as such date shall not be later than 90 days beyond the original 90 day deferral. Notwithstanding anything herein to the contrary, Owner agrees that if there is a material reduction in the number of guest rooms and suites or other revenue generating facilities (which in any case shall be subject to the mutual agreement of the Parties) from the number and size of guest rooms, suites and other revenue’ generating facilities contemplated in this Agreement, the amount of Key Money shall be adjusted to a lesser amount, as mutually agreed by Owner and Hyatt.

Key Money. (a) As an inducement for Owner to enter into the transactions contemplated by this Agreement, Hyatt shall, subject to the Funding Conditions, provide to Owner a financial contribution in an amount equal to Two Million Seven Hundred Thousand United States Dollars (US$2,700,000.00), in the form of key money (the “Key Money”) on the date which is the later of (A) 30 days after the Opening Date or (B) the date all of the Funding Conditions (defined below) have been satisfied (the “Key Money Contribution Date”). (b) Hyatt’s obligation to provide such Key Money is expressly subject to satisfaction of the following conditions (the “Funding Conditions”): (i) Owner shall have satisfied each of the conditions and undertakings in Article III and Sections 4.2 and 11.3 of this Agreement; (ii) Hyatt’s reasonable confirmation on (or no earlier than 5 days prior to) the Key Money Contribution Date of Owner’s compliance with the representations and warranties set forth in Article XXI of this Agreement; (iii) Owner is not in default in the performance of any obligations pursuant to this Agreement or any of the other Hyatt Agreements, including payment of all amounts owing to Hyatt or its Affiliates hereunder or thereunder. Notwithstanding the foregoing, to the extent any payments are due and payable on the Key Money Contribution Date by Owner to Hyatt, Hyatt may elect, in its sole discretion, to fund the Key Money to Owner reduced by the aggregate amount owing by Owner to Hyatt. For the avoidance of doubt, Hyatt’s H▇▇▇▇’▇ obligation to fund the Key Money pursuant to this Section 3.5 shall be considered satisfied in full despite any set-off by Hyatt of amounts owing by Owner to Hyatt; (iv) Owner shall have delivered a fully-executed estoppel certificate from any lenders and ground lessors, or equivalent estoppel certifications made by each such party, in its own capacity, to Hyatt, set forth in such party’s applicable fully-executed Financing Non-Disturbance Agreement and/or Lessor Non-Disturbance Agreement at the time of delivery to Hyatt in accordance herewith; (v) Owner shall have delivered a fully-executed guaranty (the “Guaranty”) from a guarantor (other than Owner) (the “Guarantor”) that is acceptable to Hyatt meeting the Net Worth and Liquidity Requirement to guarantee the full repayment to Hyatt of any Unamortized Key Money in the event of any termination or expiration of this Agreement, substantially in the form of Exhibit F attached hereto, and all the Guaranty’s ancillary documents reasonably required under the circumstances, including, but not limited to, a Guarantor Net Worth Certificate and Guarantor Financial Statements (each as defined in Exhibit F attached hereto); and (vi) Owner and Hyatt shall have executed the addendum pursuant to Section 3.4; and (vii) Owner shall have delivered the fully-executed Financing Non-Disturbance Agreement required by this Agreement with respect to any lender; and (viii) Owner shall have delivered the fully-executed Lessor Non-Disturbance Agreement required by this Agreement with respect to any ground lessor. Upon request of Hyatt, Owner shall provide evidence, reasonably acceptable to Hyatt, demonstrating such compliance with the Funding Conditions. (c) The Key Money will be amortized on a monthly straight-line basis over a period of 20 years commencing on the 1st calendar day of the first full Fiscal Year. The amount of any Key Money remaining unamortized as of any date is herein referred to as the “Unamortized Key Money”. If this Agreement is terminated prior to the end of the Operating Term for any reason whatsoever under this Agreement (including under Section 2.3), any Unamortized Key Money shall be refunded by Owner to Hyatt. If the termination is initiated by Owner, then the full repayment of the Unamortized Key Money by Owner shall be a condition precedent to any such termination and such refund shall take place upon acceptance by Hyatt of such termination; provided, however, if any such termination prior to the end of the Operating Term is initiated by Hyatt, then upon at least 30 days prior written notice to Hyatt, Owner may elect to delay the effective date of such termination up to 90 days if necessary to secure the funds to refund to Hyatt the Unamortized Key Money (and interest thereon at the Interest Rate, as provided in Section 16.3(b) below, accruing during the entire deferral period on the full Unamortized Key Money amount due to Hyatt, commencing as of the original early termination date until the actual date of payment by Owner to Hyatt as required herein), and provided, further, that if Owner has so elected to defer the effective date of the termination, then Hyatt may elect, in its sole discretion, to further extend the effective termination date beyond such deferred period until such later date as reasonably needed by Hyatt to transition Hotel operations, so long as such date shall not be later than 90 days beyond the original 90 day deferral. Notwithstanding anything herein to the contrary, Owner agrees that if there is a material reduction in the number of guest rooms and suites or other revenue generating facilities (which in any case shall be subject to the mutual agreement of the Parties) from the number and size of guest rooms, suites and other revenue’ generating facilities contemplated in this Agreement, the amount of Key Money shall be adjusted to a lesser amount, as mutually agreed by Owner and Hyatt.