Common use of Owner’s Priority Clause in Contracts

Owner’s Priority. Owner’s Priority shall be due and payable in advance in equal monthly installments on the first day of each Fiscal Month, pro-rated for any partial month, regardless of any inadequacy of Gross Revenues or Operating Profits. Notwithstanding anything contained herein to the contrary, to the extent that for any Fiscal Month prior to January 2006 Operating Profits attributable to the Expansion Hotels for such month are insufficient to pay the portion of Owner’s Priority attributable to such Hotels for such month as set forth in Exhibit C, Manager may defer paying up to $333,333 of such portion of Owner’s Priority for such month. Amounts which are so deferred shall nevertheless be deemed accrued; provided, however, Owner shall not be entitled to payment of any amounts so deferred except as provided in Section 10.1(c)(i.e., the same shall not accrue from year to year but shall only be payable out of Gross Revenues of the Fiscal Year to which such deferred amounts pertain). If any installment of Owner’s Priority is not paid when due, the same shall accrue interest at the Interest Rate. (Such interest shall be payable on demand, shall not be an Operating Cost, and shall be paid by Manager.) Appropriate adjustments shall be made to reflect any change in Owner’s Priority on account of advances made pursuant to Sections 5.2(c) or 15.2 by Owner or Purchaser when such advances are made, provided any additional amounts of Owner’s Priority due by reason of any such advance for the month in which such advance is made shall not be due and payable until the first Business Day of the month next after the date as of which such change occurs. As installments of Owner’s Priority are to be paid in advance, Manager may advance amounts due on account of a monthly installment of Owner’s Priority for a Fiscal Month and reimburse itself from Operating Profits of all of the Hotels for such Fiscal Month the amounts so advanced; provided, however, if Operating Profits for such Fiscal Month in excess of the amount to be contributed to the Reserve Account pursuant to Section 5.2 are insufficient to make such reimbursements, the amount of such insufficiency shall be deemed an advance to Working Capital, and Manager shall be entitled to the reimbursement thereof only pursuant to Section 10.1(j); provided, however, by notice given to Owner within thirty (30) days after the end of such Fiscal Month, Manager may elect to deem the amount of such insufficiency an advance under the Guaranty (and not an advance to Working Capital). If Manager shall so make such election, the amount of such insufficiency shall be reimbursed to the Guarantor as provided in Section 10.1(l). If Owner fails to receive any installment of Owner’s Priority as and when due, Owner may terminate this Agreement on not less than thirty (30) days’ notice; provided, however, such notice shall be void ab initio if such installment together with any interest accrued thereon is paid to Owner prior to the thirtieth (30th) day after such notice is given.

Owner’s Priority. Owner’s Priority shall be due and payable in advance in equal monthly installments on the first day of each Fiscal Month, pro-rated for any partial month, regardless of any inadequacy of Gross Revenues or Operating Profits. Notwithstanding anything contained herein to the contrary, to the extent that for any Fiscal Month prior to January 2006 Operating Profits attributable to the Expansion Hotels for such month are insufficient to pay the portion of Owner’s Priority attributable to such Hotels for such month as set forth in Exhibit C, Manager may defer paying up to $333,333 of such portion of Owner’s Priority for such month. Amounts which are so deferred shall nevertheless be deemed accrued; provided, however, Owner shall not be entitled to payment of any amounts so deferred except as provided in Section 10.1(c)(i.e., the same shall not accrue from year to year but shall only be payable out of Gross Revenues of the Fiscal Year to which such deferred amounts pertain). If any installment of Owner’s Priority is not paid when due, the same shall accrue interest at the Interest Rate. (Such interest shall be payable on demand, shall not be an Operating Cost, and shall be paid by Manager.) Appropriate adjustments shall be made to reflect any change in Owner’s Priority on account of advances made pursuant to Sections 5.2(c) or 15.2 by Owner or Purchaser when such advances are made, provided any additional amounts of Owner’s Priority due by reason of any such advance for the month in which such advance is made shall not be due and payable until on the first Business Day of the month next after the date as of which such change occurs. As installments of Owner’s Priority are to be paid in advance, Manager may advance amounts due on account of a monthly installment of Owner’s Priority for a Fiscal Month and reimburse itself from Operating Profits of all of the Hotels for such Fiscal Month the amounts so advanced; provided, however, if Operating Profits for such Fiscal Month in excess of the amount to be contributed to the Reserve Account pursuant to Section 5.2 are insufficient to make such reimbursements, the amount of such insufficiency shall be deemed an advance to Working Capital, and Manager shall be entitled to the reimbursement thereof only pursuant to Section 10.1(j); provided, however, by notice given to Owner within thirty (30) days after the end of such Fiscal Month, Manager may elect to deem the amount of such insufficiency an advance under the Guaranty (and not an advance to Working Capital). If Manager shall so make such election, the amount of such insufficiency shall be reimbursed to the Guarantor as provided in Section 10.1(l). If Owner fails to receive any installment of Owner’s Priority as and when due, Owner may terminate this Agreement on not less than thirty (30) days’ notice; provided, however, such notice shall be void ab initio if such installment together with any interest accrued thereon is paid to Owner prior to the thirtieth (30th) day after such notice is given.