<PAGE>

                                                                 EXHIBIT 10.1.10

                            CASH MANAGEMENT AGREEMENT

                           Dated: as of June 25, 2004

                                      among

                                  THE BORROWERS
                      LISTED ON THE SIGNATURE PAGES HERETO,
                                  as Borrowers,

                      MERRILL LYNCH MORTGAGE LENDING, INC.
                                   as Lender,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as Agent

                                       and

                LODGIAN MANAGEMENT CORP., a Delaware corporation,
                                   as Manager

<PAGE>

                            CASH MANAGEMENT AGREEMENT

                  CASH MANAGEMENT AGREEMENT (this "AGREEMENT"), dated as of June
25, 2004, among the Borrowers listed on the signature pages hereto, each having
an address c/o Lodgian, Inc., 3445 Peachtree Road, NE, Suite 700, Atlanta,
Georgia 30326 (each, a "BORROWER", and collectively, "BORROWERS"), WACHOVIA
BANK, NATIONAL ASSOCIATION, having an address at 8739 Research Drive, URP4,
Charlotte, North Carolina 28288-1075 ("AGENT"), MERRILL LYNCH MORTGAGE LENDING,
INC., a Delaware corporation having an office at Four World Financial Center,
New York, New York 10080 ("LENDER"), and LODGIAN MANAGEMENT CORP., a Delaware
corporation, having an address c/o Lodgian, Inc., 3445 Peachtree Road, NE, Suite
700, Atlanta, Georgia 30326 ("MANAGER").

                              W I T N E S S E T H:

                  WHEREAS, pursuant to a certain Loan and Security Agreement,
dated as of the date hereof (together with all extensions, renewals,
modifications, substitutions and amendments thereof, the "LOAN AGREEMENT"),
between the Borrowers and Lender, Lender has made a loan to the Borrowers in the
principal amount of One Hundred Ten Million and No/100 Dollars ($110,000,000.00)
(the "LOAN"), which Loan is evidenced by a Promissory Note, dated as of the date
hereof (together with all extensions, renewals, modifications, restatements,
replacements, substitutions, by means of multiple notes or otherwise, and
amendments thereof, collectively, the "NOTE"), made by the Borrowers, as makers,
to Lender, as payee, and secured by, among other things, (i) those certain
Mortgages/Deeds of Trust/Deeds to Secure Debt, Assignments of Leases and Rents,
Security Agreements and Fixture Filings, each dated as of the date hereof
(together with all extensions, renewals, modifications, restatements,
substitutions and amendments thereof, each a "SECURITY INSTRUMENT" and,
collectively, the "SECURITY INSTRUMENTS"), each made by a Borrower for the
benefit of Lender and covering the properties as more particularly described
therein (collectively, the "PROPERTIES"), (ii) those certain Assignments of
Leases and Rents, dated as of the date hereof (together with all extensions,
renewals, modifications, restatements, substitutions and amendments thereof,
collectively, the "ASSIGNMENT OF LEASES"), made by the applicable Borrower, as
assignor, to Lender, as assignee, and (iii) the other Loan Documents (as defined
in the Loan Agreement);

                  WHEREAS, pursuant to the Security Instruments and the
Assignment of Leases, the Borrowers have each granted to Lender a security
interest in all of the Borrowers' right, title and interest in, to and under the
Rents (as defined in the Security Instruments) and other revenues derived from
and otherwise attributable or allocable to the Properties, and have assigned and
conveyed to Lender all of the Borrowers' right, title and interest in, to and
under the Operating Revenues due and to become due to each of the Borrowers or
to which any of the Borrowers are now or may hereafter become entitled, arising
out of the Property or any part or parts thereof;

                  WHEREAS, the Borrowers and Manager have entered into
Management Agreements with respect to the Properties pursuant to which Manager
has agreed to manage the Properties; and

<PAGE>

                  WHEREAS, Manager has agreed to subordinate any right, title
and interest that Manager may have in and to the Operating Revenues and any
other income and revenues from the Properties to the interests of Lender under
the Loan Agreement and the Loan Documents; and

                  WHEREAS, in order to fulfill all of the Borrowers' obligations
under the Loan Agreement, the Borrowers and Manager have agreed that all
Operating Revenues and other revenues from the Properties will be deposited
directly into the Deposit Account or the Lock Box Account (as such terms are
hereinafter defined), transferred to a Lock Box Account (if not deposited
directly therein) established hereunder with Agent and allocated and/or
disbursed in accordance with the terms and conditions hereof.

                  NOW, THEREFORE, in consideration of the covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

                  I.       DEFINITIONS

                  Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Loan Agreement. As used herein, the following terms
shall have the following definitions:

                  "ACCOUNTS" shall mean, collectively, the Deposit Account, the
Lock Box Account, the Sub-Accounts, the FF&E Reserve Account, any Loss Proceeds
Account, and any other accounts pledged to Lender pursuant to this Agreement or
any of the other Loan Documents.

                  "AGENT" shall mean Wachovia Bank, National Association, as
agent under this Agreement, together with its successors and assigns.

                  "AGREEMENT" shall mean this Cash Management Agreement among
the Borrowers, Manager, Agent and Lender, as amended, supplemented, restated or
otherwise modified from time to time.

                  "APPROVED OPERATING BUDGET" shall mean, for any period, each
Borrower's Operating Budget as approved or deemed approved by Lender from time
to time in accordance with Section 5.1(D) of the Loan Agreement, setting forth
such Borrower's reasonable estimate of Operating Revenues and Operating Expenses
for the applicable Property for such period.

                  "BORROWERS" as defined in the Preamble, together with their
successors and permitted assigns.

                  "BUSINESS INTERRUPTION INSURANCE" as defined in Section
2.1(d).

                  "CAP" means the interest rate cap agreement to be provided by
the Borrowers pursuant to Section 2.3 of the Loan Agreement.

                  "CAPITAL IMPROVEMENT RESERVE SUB-ACCOUNT" as defined in
Section 2.1(c).

                                       2
<PAGE>

                  "CASH TRAP EVENT" as defined in Section 6.8 of the Loan
Agreement.

                  "CASH TRAP RESERVE SUB-ACCOUNT" as defined in Section 2.1(c).

                  "COLLATERAL"  as defined in Section 5.1.

                  "CREDIT CARD COMPANIES" as defined in Section 2.2(a).

                  "CREDIT CARD RECEIVABLES PAYMENT DIRECTION LETTER" as defined
in Section 2.2(a).

                  "DEBT SERVICE SUB-ACCOUNT" as defined in Section 2.1(c).

                  "DEPOSIT ACCOUNT" as defined in Section 2.1(a).

                  "DEPOSIT ACCOUNT AGREEMENT" as defined in Section 2.1(a).

                  "DEPOSIT BANK" as defined in Section 2.1(a).

                  "ELIGIBLE ACCOUNT" shall mean a separate and identifiable
account from all other funds held by the holding institution, which account is
either (i) an account maintained with an Eligible Bank or (ii) a segregated
trust account maintained by a corporate trust department of a federal depository
institution or a state chartered depository institution subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal
Regulation Section 9.10(b), which, in either case, has corporate trust powers
and is acting in its fiduciary capacity or is otherwise acceptable to the Rating
Agencies.

                  "ELIGIBLE BANK" shall mean a bank that satisfies the Rating
Criteria.

                  "EXCESS CASH FLOW" means any and all amounts available for
distribution in any calendar month after allocations and/or distribution of all
amounts required to be allocated under Sections 3.3(a)(i) through (ix) hereof.

                  "EXTRAORDINARY EXPENSES" shall mean any extraordinary
Operating Expense or Capital Expenditure not set forth in the Approved Operating
Budget then in effect for the Property.

                  "EXTRAORDINARY RECEIPTS" shall mean any receipts of the
Borrowers not included within the definition of Operating Revenues under the
Loan Agreement, including, without limitation, receipts from litigation
proceedings and tax certiorari proceedings.

                  "EXTRAORDINARY RECEIPTS SUB-ACCOUNT" as defined in Section
2.1(e).

                  "FF&E RESERVE ACCOUNT" as defined in Section 2.1(f).

                  "HAZARDOUS MATERIALS REMEDIATION RESERVE SUB-ACCOUNT" as
defined in Section 2.1(c).

                                       3
<PAGE>

                  "IMPOSITIONS AND INSURANCE RESERVE SUB-ACCOUNT" as defined in
Section 2.1(c).

                  "LENDER" shall mean Merrill Lynch Mortgage Lending, Inc.,
together with its successors and assigns.

                  "LOCK BOX ACCOUNT" as defined in Section 2.1(b).

                  "LOSS PROCEEDS ACCOUNT" as defined in Section 2.1(d).

                  "MANAGER" shall mean Lodgian Management Corp., together with
its successors and permitted assigns.

                  "MEZZANINE BORROWER" as defined in the Loan Agreement.

                  "MEZZANINE LENDER" as defined in the Loan Agreement.

                  "MEZZANINE LENDER'S PERCENTAGE" as defined in the Loan
Agreement.

                  "MEZZANINE LOAN" as defined in the Loan Agreement.

                  "MEZZANINE LOAN AGREEMENT" means that certain Mezzanine Loan
Agreement dated as of the date hereof, between Mezzanine Lender and Mezzanine
Borrower.

                  "MEZZANINE LOAN DEBT SERVICE SUB-ACCOUNT" as defined in
Section 2.1(c).

                  "MEZZANINE SERVICER" means the Servicer as such term is
defined in the Mezzanine Loan Agreement.

                  "MEZZANINE SERVICING FEE" shall mean the monthly Servicing Fee
(as defined in the Mezzanine Loan Agreement) for which the Mezzanine Borrower is
responsible pursuant to Section 2.11 of the Mezzanine Loan Agreement.

                  "MINIMUM BALANCE" as defined in Section 2.1(g).

                  "MINIMUM BALANCE SUB-ACCOUNT" as defined in Section 2.1(c).

                  "MONTHLY DEBT SERVICE PAYMENT AMOUNT" shall mean the monthly
payment of principal and interest on the Loan required to be paid on each
Monthly Payment Date during the term of the Loan.

                  "MONTHLY FF&E PAYMENT" shall mean the monthly deposit required
to be made to the FF&E Reserve pursuant to Section 6.4 of the Loan Agreement for
any month provided that if at the time of determination thereof the actual
Operating Revenues utilized in calculating the Monthly FF&E Payment have not
been determined for the prior calendar month (the "Measurement Month"), such
calculation shall be based upon the Operating Revenues set forth for the
Measurement Month in the applicable Operating Budget (the "Estimated Monthly
FF&E Payment"), and, upon determination of the actual Operating Revenues for the
Measurement Month, funds from the Lock Box Account in an amount equal to any
deficit between the

                                       4
<PAGE>

Estimated Monthly FF&E Payment and the Monthly FF&E Payment required to be
allocated to the FF&E Reserve based upon the actual Operating Revenues for the
Measurement Month, shall be allocated (or if funds available in the Lock Box
Account and not otherwise required to be deposited in any other Sub-Account for
the applicable month are not sufficient to cover such deficit, paid by the
Borrowers) to the FF&E Reserve within five (5) Business Days of such
determination. Any excess of the Estimated Monthly FF&E Payment allocated to the
FF&E Reserve for the applicable month over the Monthly FF&E Payment based upon
the actual Operating Revenues for the Measurement Month shall be made available
for allocation to the other Sub-Accounts or disbursed in accordance with Section
3.3(a) hereof.

                  "MONTHLY IMPOSITIONS AND INSURANCE AMOUNT" shall mean the
aggregate monthly deposit for Impositions and Insurance Premiums required to be
paid pursuant to Section 6.3 of the Loan Agreement.

                  "MONTHLY MEZZANINE DEBT SERVICE PAYMENT AMOUNT" shall mean the
monthly payment of principal and interest on the Mezzanine Loan required to be
paid on each Monthly Payment Date to Mezzanine Lender pursuant to the Mezzanine
Loan Agreement.

                  "MONTHLY OPERATING EXPENSE BUDGET AMOUNT" shall mean, with
respect to each month, an amount equal to the Operating Expenses plus estimated
sales, use, occupancy and similar taxes relating to the Properties (excluding
therefrom Impositions, Insurance Premiums, FF&E expenditures, and management
fees payable to any Manager that is an Affiliate of the Borrowers) set forth in
the Approved Operating Budget for the applicable month of determination.

                  "MONTHLY PAYMENT DATE" means the date that is the last day of
each calendar month occurring during the term of the Loan (or if such last day
of such calendar month is not a Business Day, the immediately preceding day that
is a Business Day).

                  "MORTGAGE LENDER'S PERCENTAGE" as defined in the Loan
Agreement.

                  "OPERATING EXPENSES" as defined in the Loan Agreement.

                  "OPERATING EXPENSE SUB-ACCOUNT" as defined in Section 2.1(c).

                  "OPERATING REVENUES" as defined in the Loan Agreement.

                  "PERMITTED INVESTMENTS" shall mean any one or more of the
following obligations or securities acquired at a purchase price of not greater
than par, including those issued by any Servicer, the trustee under any
Securitization or any of their respective Affiliates, payable on demand or
having a maturity date not later than the Business Day immediately prior to the
date on which the invested sums are required for payment of an obligation for
which the related Sub-Account was created and meeting one of the appropriate
standards set forth below:

                           (i)      obligations of, or obligations fully
         guaranteed as to payment of principal and interest by, the United
         States or any agency or instrumentality thereof, provided such
         obligations are backed by the full faith and credit of the United
         States of America including, without limitation, obligations of: the
         U.S. Treasury (all direct or

                                       5
<PAGE>

         fully guaranteed obligations), the Farmers Home Administration
         (certificates of beneficial ownership), the General Services
         Administration (participation certificates), the U.S. Maritime
         Administration (guaranteed Title XI financing), the Small Business
         Administration (guaranteed participation certificates and guaranteed
         pool certificates), the U.S. Department of Housing and Urban
         Development (local authority bonds) and the Washington Metropolitan
         Area Transit Authority (guaranteed transit bonds); provided, however,
         that the investments described in this clause (i) must (A) have a
         predetermined fixed dollar amount of principal due at maturity that
         cannot vary or change, (B) if rated by S&P, not have an "r" highlighter
         affixed to their rating, (C) if such investments have a variable rate
         of interest, have an interest rate tied to a single interest rate index
         plus a fixed spread (if any) and must move proportionately with that
         index, and (D) not be subject to liquidation prior to their maturity;

                           (ii)     Federal Housing Administration debentures;

                           (iii)    obligations of the following United States
         government sponsored agencies: Federal Home Loan Mortgage Corp. (debt
         obligations), the Farm Credit System (consolidated systemwide bonds and
         notes), the Federal Home Loan Banks (consolidated debt obligations),
         the Federal National Mortgage Association (debt obligations), the
         Student Loan Marketing Association (debt obligations), the Financing
         Corp. (debt obligations), and the Resolution Funding Corp. (debt
         obligations); provided, however, that the investments described in this
         clause (iii) must (A) have a predetermined fixed dollar amount of
         principal due at maturity that cannot vary or change, (B) if rated by
         S&P, not have an "r" highlighter affixed to their rating, (C) if such
         investments have a variable rate of interest, have an interest rate
         tied to a single interest rate index plus a fixed spread (if any) and
         must move proportionately with that index, and (D) not be subject to
         liquidation prior to their maturity;

                           (iv)     federal funds, unsecured certificates of
         deposit, time deposits, bankers' acceptances and repurchase agreements
         with maturities of not more than 365 days of any bank, the short term
         obligations of which at all times are rated in the highest short term
         rating category by each Rating Agency (or, if not rated by all Rating
         Agencies, rated by at least one Rating Agency in the highest short term
         rating category and otherwise acceptable to each other Rating Agency,
         as confirmed in writing that such investment would not, in and of
         itself, result in a downgrade, qualification or withdrawal of the
         initial or, if higher, then current ratings assigned to any class of
         certificates or other securities issued in connection with any
         Securitization backed in whole or in part by the Loan (collectively the
         "CERTIFICATES"); provided, however, that the investments described in
         this clause (iv) must (A) have a predetermined fixed dollar amount of
         principal due at maturity that cannot vary or change, (B) if rated by
         S&P, not have an "r" highlighter affixed to their rating, (C) if such
         investments have a variable rate of interest, have an interest rate
         tied to a single interest rate index plus a fixed spread (if any) and
         must move proportionately with that index, and (D) not be subject to
         liquidation prior to their maturity;

                           (v)      fully Federal Deposit Insurance
         Corporation-insured demand and time deposits in, or certificates of
         deposit of, or bankers' acceptances issued by, any

                                       6
<PAGE>

         bank or trust company, savings and loan association or savings bank,
         the short term obligations of which at all times are rated in the
         highest short term rating category by each Rating Agency (or, if not
         rated by all Rating Agencies, rated by at least one Rating Agency in
         the highest short term rating category and otherwise acceptable to each
         other Rating Agency, as confirmed in writing that such investment would
         not, in and of itself, result in a downgrade, qualification or
         withdrawal of the initial or, if higher, then current ratings assigned
         to any class of Certificates); provided, however, that the investments
         described in this clause (v) must (A) have a predetermined fixed dollar
         of principal due at maturity that cannot vary or change, (B) if rated
         by S&P, not have a "r" highlighter affixed to their rating, (C) if such
         investments have a variable rate of interest, have an interest rate
         tied to a single interest rate index plus a fixed spread (if any) and
         must move proportionately with that index, and (D) not be subject to
         liquidation prior to their maturity;

                           (vi)     debt obligations with maturities of not more
         than 365 days and at all times rated by each Rating Agency (or, if not
         rated by all Rating Agencies, rated by at least one Rating Agency and
         otherwise acceptable to each other Rating Agency, as confirmed in
         writing that such investments would not, in and of itself, result in a
         downgrade, qualification or withdrawal of the initial or, if higher,
         then current ratings assigned to the Certificates) in its highest
         long-term unsecured debt rating category; provided, however, that the
         investments described in this clause (vi) must (A) have a predetermined
         fixed dollar amount of principal due at maturity that cannot vary or
         change, (B) if rated by S&P, not have an "r" highlighter affixed to
         their rating, (C) if such investments have a variable rate of interest,
         have an interest rate tied to a single interest rate index plus a fixed
         spread (if any) and must move proportionately with that index, (D) not
         be subject to liquidation prior to their maturity, and (E) if such
         investment has a maturity of (1) less than one month, have a long-term
         rating of at least "A2" by Moody's, (2) up to three months, have a
         long-term rating of at least "Aa" by Moody's, (3) up to six months,
         have a long-term rating of at least "Aa3" by Moody's, and (4) over six
         months, have a long-term rating of at least "Aaa" by Moody's;

                           (vii)    commercial paper (including both
         non-interest-bearing discount obligations and interest-bearing
         obligations payable on demand or on a specified date not more than one
         year after the date of issuance thereof) with maturities of not more
         than 365 days and that at all times is rated by each Rating Agency (or,
         if not rated by all Rating Agencies, rated by at least one Rating
         Agency and otherwise acceptable to each other Rating Agency, as
         confirmed in writing that such investment would not, in and of itself,
         result in a downgrade, qualification or withdrawal of the initial or,
         if higher, then current ratings assigned to any class of Certificates)
         in its highest short-term unsecured debt rating; provided, however,
         that the investments described in this clause (vii) must (A) have a
         predetermined fixed dollar amount of principal due at maturity that
         cannot vary or change, (B) if rated by S&P, not have a "r" highlighter
         affixed to their rating, (C) if such investments have a variable rate
         of interest, have an interest rate tied to a single interest rate index
         plus a fixed spread (if any) and must move proportionately with that
         index, and (D) not be subject to liquidation prior to their maturity;

                                       7
<PAGE>

                           (viii)   units of taxable money market funds or
         mutual funds, which funds are regulated investment companies, seek to
         maintain a constant net asset value per share and have the highest
         rating from each Rating Agency (or, if not rated by all Rating
         Agencies, rated by at least one Rating Agency and otherwise acceptable
         to each other Rating Agency, as confirmed in writing that such
         investment would not, in and of itself, result in a downgrade,
         qualification or withdrawal of the initial or, if higher, then current
         ratings assigned to any class of Certificates) for money market funds
         or mutual funds; and

                           (ix)     any other security, obligation or investment
         which has been approved as a Permitted Investment in writing by (a)
         Lender and (b) each Rating Agency, as evidenced by a written
         confirmation that the designation of such security, obligation or
         investment as a Permitted Investment will not, in and of itself, result
         in a downgrade, qualification or withdrawal of the initial or, if
         higher, then current ratings assigned to any class of Certificates by
         such Rating Agency;

provided, however, that such instrument continues to qualify as a "CASH FLOW
INVESTMENT" pursuant to Code Section 860G(a)(6) earning a passive return in the
nature of interest and no obligation or security shall be a Permitted Investment
if (A) such obligation or security evidences a right to receive only interest
payments or (B) the right to receive principal and interest payments on such
obligation or security are derived from an underlying investment that provides a
yield to maturity in excess of 120% of the yield to maturity at par of such
underlying investment; and provided, further, no obligation or security, other
than an obligation or security constituting real estate assets, cash, cash items
or Government securities pursuant to Code Section 856(c)(4)(A), shall be a
Permitted Investment if the value of such obligation or security exceeds ten
percent (10%) of the total value of the outstanding securities of any one
issuer.

                  "RATING CRITERIA" with respect to any Person, shall mean that
(i) the short-term unsecured debt obligations of such Person are rated at least
"A-1" by S&P, "P-1" by Moody's and "F-1" by Fitch, if deposits are held by such
Person for a period of less than one month, or (ii) the long-term unsecured debt
obligations of such Person are rated at least "AA-" by S&P (or "A" if the
short-term unsecured debt obligations of such Person are rated at least "A-1"),
"Aa3" by Moody's and "AA-" by Fitch, if deposits are held by such Person for a
period of one month or more.

                  "SERVICING FEE" shall mean the monthly Servicing Fee (as
defined in the Loan Agreement) for which the Borrowers are responsible under
Section 2.11 of the Loan Agreement.

                  "SPECIAL PAYMENTS" shall mean (x) any Release Price paid
pursuant to the Loan Agreement, (y) any principal prepayments made pursuant to
Sections 2.5(B)(iii), 5.5(C) or 6.8 of the Loan Agreement, and (z) any
Prepayment Consideration due on any of the foregoing principal prepayments
received pursuant to the terms of the Loan Agreement.

                  "SUB-ACCOUNTS" shall mean, collectively, the Debt Service
Sub-Account, the Impositions and Insurance Reserve Sub-Account, the Mezzanine
Loan Debt Service Sub-Account, the Capital Improvement Reserve Sub-Account, the
Hazardous Materials Remediation Reserve Sub-Account, the Extraordinary Receipts
Sub-Account, the Cash Trap Reserve Sub-

                                       8
<PAGE>

Account, the Operating Expense Sub-Account, the Minimum Balance Sub-Account and
any other sub-accounts of the Lock Box Account which may hereafter be
established by Lender hereunder.

                  "UCC" as defined in Section 5.1(a)(iv).

                  II.      THE ACCOUNTS

                  SECTION 2.1 ESTABLISHMENT OF DEPOSIT ACCOUNT, LOCK BOX ACCOUNT
AND SUB-ACCOUNTS.

                  (a)      DEPOSIT ACCOUNT. On or before the Closing Date, one
or more deposit accounts (collectively, the "DEPOSIT ACCOUNT") shall be
established at the Borrowers' sole cost and expense with financial institutions
approved by Lender (collectively, the "DEPOSIT BANK"), each pursuant to an
agreement (collectively, the "DEPOSIT ACCOUNT AGREEMENT") in form and substance
reasonably acceptable to Lender, executed and delivered by each Borrower and the
applicable Deposit Bank. Among other things, the Deposit Account Agreement shall
provide that the Borrowers shall have no access to or control over the Deposit
Account, and that all available funds on deposit in the Deposit Account shall be
deposited by wire transfer (or transfer via the ACH System) on each Business Day
by the Deposit Bank into the Lock Box Account.

                  (b)      LOCK BOX ACCOUNT. On or before the Closing Date, an
Eligible Account shall be established with Agent for the purposes specified
herein, which shall be entitled "Lock Box Account for the benefit of Merrill
Lynch Mortgage Lending, Inc., its successors and assigns, as secured party"
(said account, and any account replacing the same in accordance with this
Agreement, the "LOCK BOX ACCOUNT"). The Lock Box Account shall be under the sole
dominion and control of Lender and/or its designee, including any Servicer of
the Loan, and the Borrowers shall have no rights to control or direct the
investment or payment of funds therein except as may be expressly provided
herein.

                  Any amounts that Lender may hold in reserve pursuant to the
Loan Agreement may be held by Lender in the Lock Box Account (including in a
Sub-Account thereof) or may be held in another account or manner as specified in
Articles VI or VII of the Loan Agreement.

                  (c)      SUB-ACCOUNTS OF THE LOCK BOX ACCOUNT. The Lock Box
Account shall be deemed to contain, among others, the following Sub-Accounts
(which may be maintained as separate ledger accounts):

                           (i)      "DEBT SERVICE SUB-ACCOUNT" shall mean the
         Sub-Account established for the purpose of depositing the amounts
         required for payments of principal and interest under the Loan and all
         other amounts then due under the Note and the Loan Agreement;

                           (ii)     "IMPOSITION AND INSURANCE RESERVE
         SUB-ACCOUNT" shall mean the Sub-Account established for the purpose of
         depositing the sums required to be deposited pursuant to Section 6.3 of
         the Loan Agreement;

                                       9
<PAGE>

                           (iii)    "CAPITAL IMPROVEMENT RESERVE SUB-ACCOUNT"
         shall mean the Sub-Account established for the purpose of depositing
         the sums required to be deposited pursuant to Section 6.5 of the Loan
         Agreement;

                           (iv)     "HAZARDOUS MATERIALS REMEDIATION RESERVE
         SUB-ACCOUNT" shall mean the Sub-Account established for the purpose of
         depositing sums required to be deposited pursuant to Section 6.6 of the
         Loan Agreement;

                           (v)      "MEZZANINE LOAN DEBT SERVICE SUB-ACCOUNT"
         shall mean the Sub-Account established for the purpose of depositing
         the amounts required for payments of the Monthly Mezzanine Debt Service
         Payment Amount;

                           (vi)     "CASH TRAP RESERVE SUB-ACCOUNT" shall mean
         the Sub-Account established for the purpose of depositing Excess Cash
         Flow when required to be deposited pursuant to Section 6.8 of the Loan
         Agreement;

                           (vii)    "OPERATING EXPENSE SUB-ACCOUNT" shall mean
         the Sub-Account established for the purpose of depositing the Monthly
         Operating Expense Budget Amount, Extraordinary Expenses approved by
         Lender, if any, and fees due to the Manager; and

                           (viii)   "MINIMUM BALANCE SUB-ACCOUNT" shall mean the
         Sub-Account established for the purpose of depositing and maintaining
         the Minimum Balance as and to the extent required under Section 2.1(g)
         hereof.

                  (d)      If the proceeds of any business interruption or rent
loss insurance maintained under Section 5.4 of the Loan Agreement (any such
insurance, "BUSINESS INTERRUPTION INSURANCE") paid upon the occurrence of any
fire or casualty to any Property shall be paid in a lump sum (rather than on a
monthly basis), the Borrowers and Lender shall establish a separate Eligible
Account with Agent hereunder entitled "Loss Proceeds Account for the benefit of
Merrill Lynch Mortgage Lending, Inc., its successors and assigns, as secured
party" (said account, the "LOSS PROCEEDS ACCOUNT") for deposit of such Business
Interruption Insurance proceeds and such proceeds shall be held, allocated and
disbursed in accordance with the terms and conditions hereof and of the Loan
Agreement. The Loss Proceeds Account shall be under the sole dominion and
control of Lender and/or its designee, including any Servicer of the Loan, and
the Borrowers shall have no rights to control or direct the investment or
payment of funds therein except as expressly provided herein.

                  (e)      If any Extraordinary Receipts are received by any
Borrower, such amounts shall be paid to the Lock Box Account to be retained in a
subaccount thereof (the "EXTRAORDINARY RECEIPTS SUB-ACCOUNT"). Amounts held in
the Extraordinary Receipts Sub-Account shall be disbursed to the Lock Box
Account and allocated and distributed in accordance with Section 3.3 upon
receipt by Lender of evidence reasonably satisfactory to Lender that (x) with
respect to Extraordinary Receipts received in connection with any pending
litigation, action, or similar matter, such action has been concluded in favor
of the Borrowers and no appeal has been timely filed within the applicable
appeal period, (y) with respect to Extraordinary Receipts received with respect
to work at, or other conditions with respect to, any of the Properties, the

                                       10
<PAGE>

item of work or other condition has been completed or corrected and paid for to
the reasonable satisfaction of Lender, and (z) with respect to Extraordinary
Receipts received in any other circumstance, the Borrowers are not liable
directly, or indirectly, to refund or repay any such amounts; provided however,
all Extraordinary Receipts with respect to lease termination payments, advance
booking terminations, and similar payments or fees, shall be retained in the
Extraordinary Receipts Sub-Account and disbursed in equal monthly installments
during the period of time for which such payments relate in accordance with
Section 3.3. The Extraordinary Receipts Sub-Account shall be under the sole
dominion and control of Lender and/or its designee, including any Servicer of
the Loan, and the Borrowers shall have no rights to control or direct the
investment or payment of funds therein except as expressly provided herein.

                  (f)      On or before the Closing Date, the Borrowers shall
establish a separate Eligible Account hereunder entitled "FF&E Reserve Account
for the benefit of Merrill Lynch Mortgage Lending, Inc., its successors and
assigns, as secured party" (said account, the "FF&E RESERVE ACCOUNT") with Agent
for the purpose of depositing Monthly FF&E Reserve Payments pursuant to Section
6.4 of the Loan Agreement, to be held, allocated and disbursed in accordance
with the terms and conditions hereof and of the Loan Agreement. The FF&E Reserve
Account shall be under the sole dominion and control of Lender and/or its
designee, including any Servicer of the Loan, and the Borrowers shall have no
rights to control or direct the investment or payment of funds therein except as
expressly provided herein and in the Loan Agreement. Notwithstanding the
foregoing, the Borrowers shall, in accordance with the terms of this Agreement
and the Loan Agreement, have access to and the right to withdraw funds held in
the FF&E Reserve Account on or prior to (x) the occurrence and during the
continuance of an Event of Default, or (y) the failure of the Borrowers or
Manager to comply with the reporting requirements set forth in Section 5.1(A)(v)
of the Loan Agreement, at which time Agent, upon receipt of notice from Lender,
shall (i) cease to honor checks drawn by Manager or any Borrower on the FF&E
Reserve Account, (ii) cease to disburse funds from the FF&E Reserve Account to
either the Manager or the Borrowers except in accordance with written
instructions received from Lender, and (iii) deposit the amounts in the FF&E
Reserve Account, together with any funds from time to time held or deposited or
received into the FF&E Reserve Account, in accordance with Lender's instructions
from time to time on the day such instructions are received, if such
instructions are received prior to 12:00 p.m. on such day, or, if received after
12:00 p.m., on the following Business Day. The Borrowers shall not withdraw any
funds from the FF&E Reserve Account in violation of this Agreement or the Loan
Agreement.

                  (g)      Upon the occurrence and during the continuance of a
Cash Trap Event or an Event of Default, the Borrowers shall be required to
deposit, from and at the time of the allocations from the Lock Box Account
pursuant to Section 3.3(a)(ix) hereof, and maintain in the Minimum Balance
Sub-Account an amount equal to $50,000 (the "MINIMUM BALANCE"). In the event
that, during the continuance of a Cash Trap Event, funds available in a Deposit
Account are insufficient to pay the amount of any checks deposited into such
Deposit Account which are returned for insufficient or uncollected funds
(collectively "CHARGEBACKS"), and such Chargebacks are required to be paid by
the applicable Borrower to the applicable Deposit Account Bank pursuant to the
terms of the applicable Deposit Account Agreement, provided that no Event of
Default exists, funds shall be made available from the Minimum Balance
Sub-Account to the applicable Borrower to pay the amount of such Chargebacks due
to such Deposit Account Bank (or to reimburse the applicable Borrower for any
such amounts as may have been

                                       11
<PAGE>

previously paid by or on behalf of such Borrower from other funds on account of
any Chargebacks at a time when insufficient amounts were available therefor in
the Minimum Balance Sub-Account) promptly after delivery to Lender of evidence
reasonably satisfactory to Lender that such amounts are due (or have been paid
by or on behalf of the applicable Borrower). In the event that during a Cash
Trap Event, as a result of any such disbursement or otherwise, the Minimum
Balance Sub-Account shall contain less than the Minimum Balance, the Borrowers
shall be required to deposit such deficiency from and at the time of allocations
from the Lock Box Account pursuant to Section 3.3(a)(ix) hereof.

                  SECTION 2.2 DEPOSITS INTO ACCOUNTS. The Borrowers and Manager
represent, warrant and covenant that:

                  (a)      Each Borrower and Manager shall cause all Operating
Revenues and other income and revenues received by such Borrower or Manager to
be deposited directly into the Deposit Account for each applicable Property. The
Borrowers shall obtain an agreement (each, a "CREDIT CARD RECEIVABLES PAYMENT
DIRECTION LETTER") from each of the Persons paying or disbursing credit card
receivables (each, a "CREDIT CARD COMPANY" and collectively, the "CREDIT CARD
COMPANIES"), in substantially the form of EXHIBIT A attached hereto or as
otherwise approved by Lender in its reasonable discretion, pursuant to which the
Credit Card Companies agree to pay all credit card receivables for the
Properties directly into the Lock Box Account, and acknowledge and agree that
Lender shall have a first priority perfected security interest in such credit
card receivables. Pursuant to the Deposit Account Agreement, all available funds
on deposit in the applicable Deposit Account shall be deposited directly by the
Deposit Bank into the Lock Box Account by wire transfer on each Business Day.

                  (b)      If any Borrower or Manager receives any Operating
Revenues or other income or revenues from any Property, or any Extraordinary
Receipts, then such receipt shall not constitute a Default provided (i) such
amounts shall be deemed to be Collateral and shall be held in trust for the
benefit, and as the property, of Lender, and (ii) such Borrower or Manager shall
deposit such amounts into the applicable Deposit Account within two (2) Business
Days of receipt.

                  (c)      Without the prior written consent of Lender, which
shall not be unreasonably withheld, delayed or conditioned, neither the
Borrowers nor Manager shall (i) terminate, amend, revoke or modify any Credit
Card Receivables Payment Direction Letter in any manner whatsoever, or (ii)
direct or cause any Credit Card Company to pay any amount in any manner other
than as provided in the related Credit Card Receivables Payment Direction
Letter, unless a replacement Credit Card Receivables Payment Direction Letter in
form reasonably acceptable to Lender is executed and delivered to Lender by any
proposed replacement Credit Card Company prior to termination of the then
effective Credit Card Receivables Payment Direction Letter.

                  (d)      Each Borrower and Manager shall also cause the
proceeds of any Business Interruption Insurance to be deposited directly into
the Lock Box Account as same are paid (or, if any such proceeds are received by
such Borrower or Manager, same shall be deposited into the Lock Box Account
within two (2) Business Days after receipt thereof) and such proceeds shall be
allocated and disbursed in accordance with Section 3.3 hereof. If the proceeds
of any such

                                       12
<PAGE>

Business Interruption Insurance are paid in a lump sum, such proceeds shall be
deposited into the Loss Proceeds Account. Agent shall cause monthly amounts to
be transferred from the Loss Proceeds Account to the Lock Box Account as
directed by Lender (based upon a ratable allocation of such proceeds over the
casualty restoration period as reasonably determined by Lender) on the first
(1st) Business Day of each calendar month during the period of restoration of
the Property, and after transfer of same to the Lock Box Account, such amounts
shall be allocated and disbursed in accordance with Section 3.3 hereof.

                  (e)      The Borrowers and Manager shall also cause any
payments and proceeds payable to the Borrowers under any Cap entered into by or
for the benefit of the Borrowers and pledged to Lender in accordance with the
terms of the Loan Agreement to be deposited directly into the Lock Box Account
by the applicable Cap Provider (or, if any such proceeds are received by any
Borrower or Manager, same shall be deposited into the Lock Box Account within
two (2) Business Days after receipt thereof) and such proceeds shall be
allocated, disbursed and applied in accordance with Section 3.3 hereof.

                  SECTION 2.3 ACCOUNT NAME. The Accounts shall each be in the
names set forth herein; provided, however, that if Lender transfers or assigns
the Loan, Agent, at Lender's request (with respect to the Accounts other than
the Deposit Account), and each Deposit Bank (with respect to its Deposit
Account) shall change the name of each Account to the name of the transferee or
assignee. If Lender retains a Servicer to service the Loan, Agent, at Lender's
request, shall change the name of each Account to the name of Servicer, as agent
for Lender.

                  SECTION 2.4 ELIGIBLE ACCOUNTS/CHARACTERIZATION OF ACCOUNTS.
The Borrowers and Agent shall maintain each Account (other than the Deposit
Account) as an Eligible Account. Each Account (other than the Deposit Account)
is and shall be treated as a "SECURITIES ACCOUNT" as such term is defined in
Section 8-501(a) of the UCC. Agent hereby agrees that each item of property
(whether investment property, financial asset, securities, securities
entitlement, instrument, cash or other property) credited to each Account shall
be treated as a "FINANCIAL ASSET" within the meaning of Section 8-102(a)(9) of
the UCC. Agent shall, subject to the terms of this Agreement, treat Lender as
entitled to exercise the rights that comprise any financial asset credited to
each Account. All securities or other property underlying any financial assets
credited to each Account (other than cash) shall be registered in the name of
Agent, indorsed to Agent or in blank or credited to another securities account
maintained in the name of Agent and in no case will any financial asset credited
to any Account be registered in the name of any Borrower, payable to the order
of any Borrower or specially indorsed to any Borrower.

                  SECTION 2.5 PERMITTED INVESTMENTS. Sums on deposit in the
Accounts may, at the Borrowers' election, be invested in Permitted Investments,
provided that, notwithstanding the foregoing, in no event will funds in the
Deposit Account be subject to any investment. Except during the existence of any
Event of Default, the Borrowers shall have the right to direct Agent to invest
sums on deposit in the Accounts in Permitted Investments. After an Event of
Default and during the continuance thereof, Lender may direct Agent to invest
sums on deposit in the Accounts in Permitted Investments as Lender shall
determine in its sole discretion. The Borrowers hereby irrevocably authorize and
direct Agent to apply any income earned from Permitted Investments to the
respective Accounts. The amount of actual losses sustained on a

                                       13
<PAGE>

liquidation of a Permitted Investment shall be deposited into the Lock Box
Account by the Borrowers no later than three (3) Business Days following such
liquidation. The Borrowers shall be responsible for payment of any federal,
state or local income or other tax applicable to income earned from Permitted
Investments. The Accounts shall be assigned the federal tax identification
number of the applicable Borrowers, which numbers are set forth on the signature
page hereof. Any interest, dividends or other earnings which may accrue on the
Accounts shall be added to the balance in the applicable Account and allocated
and/or disbursed in accordance with the terms hereof.

                  III.     DEPOSITS

                  SECTION 3.1 INITIAL DEPOSITS.

                  (a)      The Borrowers shall deposit in the Debt Service
Sub-Account on the date hereof the amount of $86,166.67.

                  (b)      The Borrowers shall deposit in the Impositions and
Insurance Reserve Sub-Account on the date hereof the amount of $2,162,828.40.

                  (c)      The Borrowers shall deposit in the Hazardous
Materials Remediation Reserve Sub-Account on the date hereof the amount of
$21,368.75.

                  (d)      The Borrowers shall deposit in the FF&E Reserve
Account on the date hereof the amount of -0-.

                  (e)      The Borrowers shall deposit in the Capital
Improvement Reserve Sub-Account on the date hereof the amount of $16,019,622.00.

                  SECTION 3.2 ADDITIONAL DEPOSITS; SPECIAL PAYMENTS. The
Borrowers shall make such additional deposits into the Accounts as may be
required by the Loan Agreement. In addition, any Special Payments received by
Lender under the Loan Agreement, together with interest thereon through the
immediately following Payment Date pursuant to the Loan Agreement and the
Mezzanine Loan Agreement, shall be deposited by Lender in the Lock Box Account
and shall, at any time other than after the occurrence and during the
continuance of an Event of Default, be distributed by Agent on the immediately
following Monthly Payment Date, or on such earlier date as may be reasonably
requested by Lender, as follows: (i) to Lender, the Mortgage Lender's Percentage
of such Special Payment together with any interest due thereon pursuant to the
terms of the Loan Agreement, and (ii) to Mezzanine Lender, the Mezzanine
Lender's Percentage of such Special Payment together with any interest due
thereon pursuant to the terms of the Mezzanine Loan Agreement. Lender and
Mezzanine Lender shall apply such portions of the Special Payments as provided
in the Loan Agreement and in the Mezzanine Loan Agreement, as applicable.

                  SECTION 3.3 ALLOCATION OF FUNDS FROM THE LOCK BOX ACCOUNT.

                  (a)      At any time other than after the occurrence and
during the continuance of an Event of Default, Agent shall allocate and deposit,
as applicable, all available funds on

                                       14
<PAGE>

deposit in the Lock Box Account on each Business Day of each calendar month (or
such other period of time as set forth below) in the following amounts and order
of priority:

                           (i)      First, to the Impositions and Insurance
         Reserve Sub-Account, the Monthly Impositions and Insurance Amount for
         the next Monthly Payment Date;

                           (ii)     Second, (A) to the Agent, as Servicer, the
         monthly Servicing Fee on the Loan and then (B) to the Debt Service
         Sub-Account, the Monthly Debt Service Payment Amount due under the Loan
         Agreement for the next Monthly Payment Date;

                           (iii)    Third, to the FF&E Reserve Account, the
         Monthly FF&E Payment for the next Monthly Payment Date;

                           (iv)     Fourth, to the Operating Expense
         Sub-Account, funds sufficient to pay the Monthly Operating Expense
         Budget Amount for the next calendar Month;

                           (v)      Fifth, to the Operating Expense Sub-Account,
         funds in an amount necessary to pay Extraordinary Expenses approved by
         Lender, if any;

                           (vi)     Sixth, to the Operating Expense Sub-Account,
         subject to the terms and conditions of the Assignment of Management
         Agreement, any management fees due and owing to Manager which have not
         previously been paid to Manager, together with any fees payable to
         Manager for the next calendar month pursuant to the Management
         Agreement not otherwise paid pursuant to (iv) above;

                           (vii)    Seventh, to the Debt Service Sub-Account any
         late payment charges, default interest, and any other amounts (other
         than interest and principal paid pursuant to (ii) above) then due and
         owing under the Loan Agreement;

                           (viii)   Eighth, for so long as the Mezzanine Loan is
         outstanding, (A) to the Mezzanine Servicer, the monthly Mezzanine
         Servicing Fee, and then (B) to the Mezzanine Loan Debt Service
         Sub-Account, an amount equal to the Monthly Mezzanine Debt Service
         Payment Amount due for the next Monthly Payment Date under the
         Mezzanine Loan Agreement;

                           (ix)     Ninth, if a Cash Trap Event shall have
         occurred and is continuing and the balance then held in the Minimum
         Balance SubAccount is less than the Minimum Balance, to the Minimum
         Balance Sub-Account until such Sub-Account contains the Minimum
         Balance;

                           (x)      Tenth, if a Cash Trap Event shall have
         occurred and is continuing, any amounts remaining in the Lock Box
         Account after deposits for items (i) through (ix) above shall be
         deposited into the Cash Trap Reserve Sub-Account; and

                           (xi)     Eleventh, if no Cash Trap Event shall have
         occurred and is continuing, any amounts remaining in the Lock Box
         Account after deposits for items (i) through (viii) above shall be paid
         to, or as directed by, the Borrowers.

                                       15
<PAGE>

                  (b)      If there are insufficient funds in the Lock Box
Account for the deposits required by Sections 3.3(a)(i) through (iii) and (vii)
above, the Borrowers shall deposit such deficiency into the Lock Box Account on
or before the applicable Monthly Payment Date. Except as expressly provided in
Section 6.8 of the Loan Agreement, under no circumstances shall Lender be
required to utilize the Cash Trap Reserve or funds in any other Sub-Account to
cure any deficiencies in any other Sub-Accounts. The deposit by the Borrowers of
any such deficiency pursuant to this Section 3.3(b) shall satisfy the obligation
of the Borrowers to make the related deposit under the Loan Agreement.

                  (c)      The Borrowers shall use, or caused to be used, all
disbursements made to it under Sections 3.3(a)(iv) and (v) solely to pay
Operating Expenses in accordance with the Approved Operating Budget and to pay
Extraordinary Expenses for which Lender has approved disbursements under Section
3.3(a)(v) above.

                  (d)      Notwithstanding anything to the contrary contained
herein, Lender shall not be obligated to make any disbursement from the Lock Box
Account (under Sections 3.3(a)(iv) and (v) or otherwise) to pay for any costs or
expenses (including legal fees) in connection with any dispute or defense of the
Borrowers under any of the Loan Documents.

                  (e)      Upon the expiration of a Cash Trap Event in
accordance with Section 6.8 of the Loan Agreement, any funds remaining in the
Cash Trap Reserve Sub-Account and in the Minimum Balance Sub-Account will be
disbursed pursuant to Section 6.8 of the Loan Agreement.

                  (f)      Notwithstanding anything herein to the contrary, upon
the occurrence and during the continuance of an Event of Default, all funds on
deposit in the Lock Box Account, the Sub-Accounts, the FF&E Reserve Account, and
any Loss Proceeds Account shall be disbursed to or as directed by Lender, it
being agreed that application of any such amounts shall be in Lender's sole
discretion and shall not be subject to the terms of Section 3.3(a) hereof.

                  (g)      Except as otherwise agreed to by Lender in writing,
no funds shall be withdrawn from the FF&E Reserve Account other than in
accordance with the CapEx/FF&E Budget.

                  SECTION 3.4 DISBURSEMENTS FOR OPERATING EXPENSE AMOUNTS. The
Borrowers shall provide on a monthly basis (a) a reasonably detailed explanation
of any variances of ten percent (10%) or more between budgeted (as set forth in
the Approved Operating Budget) and actual Operating Expense amounts for any
month in the aggregate, and (b) with respect to any individual item with a cost
of $10,000 or more and not otherwise covered by the Approved Operating Budget,
all invoices or other backup requested by Lender to substantiate the amount
disbursed to the Borrowers pursuant to Section 3.3(a)(iv) and (v).

                  IV.      PAYMENT OF FUNDS FROM SUB-ACCOUNTS

                  SECTION 4.1 PAYMENTS FROM SUB-ACCOUNTS.

                  (a)      Impositions and Insurance Reserve Sub-Account. Lender
shall have the right to withdraw amounts on deposit in the Impositions and
Insurance Reserve Sub-Account to

                                       16
<PAGE>

pay (or reimburse any Borrower for repayment of) Impositions and Insurance
Premiums in accordance with the Loan Agreement.

                  (b)      Debt Service Sub-Account. Lender shall have the right
to withdraw amounts from the Debt Service Sub-Account to pay: (i) default
interest and late charges, if any, and any amounts then due and payable under
the Note and the Loan Agreement, and (ii) the Monthly Debt Service Payment
Amount on each Monthly Payment Date on which same are due and payable under the
Loan Agreement.

                  (c)      Operating Expense Sub-Account. Funds deposited into
the Operating Expense Sub-Account pursuant to Sections 3.3(a)(iv) through (vi)
shall be distributed to the Borrowers on each Business Day.

                  (d)      Mezzanine Loan Debt Service Sub-Account. On each
Monthly Payment Date, all funds held in the Mezzanine Loan Debt Service
Sub-Account shall be distributed to Mezzanine Lender, and such distribution
shall be deemed to have been distributed by the Borrowers to the Mezzanine
Borrowers and shall be applied by Mezzanine Borrowers to the obligations under
the Mezzanine Loan Agreement.

                  (e)      Distributions to the Borrowers. Following the date in
each month that Borrower has made all required deposits pursuant to Section
3.3(i) through (viii), to the extent that Excess Cash Flow is to be distributed
to the Borrowers pursuant to Section 3.3(a)(xi) above, such funds shall be
distributed to the Borrowers on each Business Day.

                  (f)      FF&E Reserve Account. Distributions from the FF&E
Reserve Account will be made in accordance with Section 2.1(f).

                  (g)      Minimum Balance Sub-Account. Distributions from the
Minimum Balance Sub-Account will be made in accordance with Section 2.1(g).

                  SECTION 4.2 REQUESTS FOR WITHDRAWALS FROM THE HAZARDOUS
MATERIALS REMEDIATION RESERVE SUB-ACCOUNT AND CAPITAL IMPROVEMENT RESERVE
SUB-ACCOUNT. Agent shall disburse funds on deposit in the Hazardous Materials
Remediation Reserve Sub-Account and the Capital Improvement Reserve Sub-Account
within five (5) Business Days after written request made from time to time (but
not more often than twice per calendar month) by the Borrowers in accordance
with the terms and conditions of Section 6.7 of the Loan Agreement.

                  SECTION 4.3 SOLE DOMINION AND CONTROL. The Borrowers and
Manager acknowledge and agree that the Accounts are subject to the sole
dominion, control and discretion of Lender, its authorized agents or designees,
including Agent, subject to the terms hereof and the Loan Agreement. Neither the
Borrowers nor Manager shall have any right of withdrawal with respect to any
Account except, subject to the terms and conditions hereof and the Loan
Agreement, the FF&E Reserve Account. Agent shall have the right and agrees to
comply with the instructions of Lender with respect to the Accounts without the
further consent of the Borrowers or Manager. Agent shall comply with all
"entitlement orders" (as defined in Section 8-102(a)(8) of the UCC) and
instructions originated by Lender without further consent by the Borrowers or
any other Person.

                                       17
<PAGE>

                  V.       PLEDGE OF ACCOUNTS

                  SECTION 5.1 SECURITY FOR OBLIGATIONS. (a) To secure the full
and punctual payment and performance of all Obligations of the Borrowers under
the Loan Agreement, the Note, the Security Instruments, this Agreement and all
other Loan Documents, the Borrowers hereby grant to Lender a first priority
continuing security interest in and to the following property of the Borrowers,
whether now owned or existing or hereafter acquired or arising and regardless of
where located (all of the same, collectively, the "COLLATERAL"):

                           (i)      the Deposit Account, the Lock Box Account,
         each of the Sub-Accounts, the FF&E Reserve Account, any Loss Proceeds
         Account and all cash, checks, drafts, certificates and instruments, if
         any, from time to time deposited or held in the Lock Box Account, each
         of the Sub-Accounts, any Loss Proceeds Account and the FF&E Reserve
         Account, including, without limitation, all deposits or wire transfers
         made to the Deposit Account, the Lock Box Account, each of the
         Sub-Accounts, the FF&E Reserve Account, and any Loss Proceeds Account;

                           (ii)     any and all amounts invested in Permitted
         Investments;

                           (iii)    all interest, dividends, cash, instruments
         and other property from time to time received, receivable or otherwise
         payable in respect of, or in exchange for, any or all of the foregoing;
         and

                           (iv)     to the extent not covered by clauses (i),
         (ii) or (iii) above, all "proceeds" (as defined under the Uniform
         Commercial Code as in effect in the State of New York (the "UCC")) of
         any or all of the foregoing.

                  (b)      Lender and Agent, as agent for Lender, shall have
with respect to the Collateral, in addition to the rights and remedies herein
set forth, all of the rights and remedies available to a secured party under the
UCC, as if such rights and remedies were fully set forth herein.

                  SECTION 5.2 RIGHTS ON DEFAULT. Upon the occurrence and during
the continuance of an Event of Default, Lender shall promptly notify Agent of
such Event of Default and, without notice from Lender, (a) the Borrowers shall
have no further right in respect of (including, without limitation, the right to
instruct Lender or Agent to transfer from) the Accounts, (b) Lender may direct
Agent to liquidate and transfer any amounts then invested in Permitted
Investments to the Accounts or reinvest such amounts in other Permitted
Investments as Lender may reasonably determine is necessary to perfect or
protect any security interest granted or purported to be granted hereby or to
enable Agent, as agent for Lender, or Lender to exercise and enforce Lender's
rights and remedies hereunder with respect to any Collateral, and (c) Lender may
apply any Collateral to any Obligations in such order of priority as Lender may
determine. The proceeds of any disposition of the Collateral, or any part
thereof, may be applied by Lender to the payment of the Obligations in such
priority and proportions as Lender in its discretion shall deem proper.

                  SECTION 5.3 FINANCING STATEMENT; FURTHER ASSURANCES.
Simultaneously herewith, the Borrowers shall deliver to Lender for filing a
financing statement or statements in

                                       18
<PAGE>

connection with the Collateral in the form reasonably required by Lender to
properly perfect Lender's security interest therein to the extent a security
interest in the Collateral may also be perfected by filing. The Borrowers agree
that at any time and from time to time, at the expense of the Borrowers, the
Borrowers will promptly execute and deliver all further instruments and
documents, and take all further actions, that may be reasonably necessary, or
that Agent or Lender may reasonably request, in order to perfect and protect any
security interest granted or purported to be granted hereby (including, without
limitation, any security interest in and to any Permitted Investments) or to
enable Agent or Lender to exercise and enforce its rights and remedies hereunder
with respect to any Collateral. In the event of any change in name, identity or
structure of any Borrower, such Borrower shall notify Lender thereof and
promptly after Lender's reasonable request shall file and record, or deliver to
Lender, such UCC financing statements (if any) as are necessary to maintain the
priority of Lender's lien upon and security interest in the Collateral, and
shall pay all expenses and fees in connection with the filing and recording
thereof. If Lender shall require the filing or recording of additional UCC
financing or continuation statements, the Borrowers shall, promptly after
request, execute, if necessary, file and record such UCC financing or
continuation statements as Lender shall deem reasonably necessary, and shall pay
all reasonable expenses and fees in connection with the filing and recording
thereof.

                  SECTION 5.4 TERMINATION OF AGREEMENT. This Agreement shall
create a continuing security interest in the Collateral and shall remain in full
force and effect until payment in full of the Obligations. Upon payment and
performance in full of the Obligations, this Agreement shall terminate and the
Borrowers shall be entitled to the return, at their expense, of such of the
Collateral as shall not have been sold or otherwise applied pursuant to the
terms hereof, and Agent and/or Lender shall execute such instruments and
documents as may be reasonably requested by the Borrowers to evidence such
termination and the release of the lien hereof including, without limitation,
letters to Credit Card Companies, as applicable, prepared by the Borrowers and
reasonably acceptable to Lender rescinding the instructions set forth in the
Credit Card Receivables Payment Direction Letter and UCC-3 termination
statements.

                  VI.      RIGHTS AND DUTIES OF LENDER AND AGENT

                  SECTION 6.1 REASONABLE CARE. Beyond the exercise of reasonable
care in the custody thereof or as otherwise expressly provided herein, neither
Agent nor Lender shall have any duty as to any Collateral in its possession or
control as agent therefor or bailee thereof or any income thereon or the
preservation of rights against any Person or otherwise with respect thereto.
Agent and Lender each shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral in its possession if the Collateral
is accorded treatment substantially equal to that which Agent or Lender accords
its own property, it being understood that Agent and/or Lender shall not be
liable or responsible for any loss or damage to any of the Collateral, or for
any diminution in value thereof, by reason of the act or omission of Agent or
Lender, its Affiliates, agents, employees or bailees, except to the extent that
such loss or damage results from such Person's gross negligence or willful
misconduct, provided that nothing in this Article VI shall be deemed to relieve
Agent from the duties and standard of care which, as a commercial bank, it
generally owes to depositors. Neither Lender nor Agent shall have any liability
for any loss resulting from the investment of funds in Permitted Investments in
accordance with the terms and conditions of this Agreement.

                                       19
<PAGE>

                  SECTION 6.2 INDEMNITY. Agent, in its capacity as agent
hereunder, shall be responsible for the performance only of such duties as are
specifically set forth herein, and no duty shall be implied from any provision
hereof. Agent shall not be under any obligation or duty to perform any act which
would involve it in expense or liability or to institute or defend any suit in
respect hereof, or to advance any of its own monies. The Borrowers shall
indemnify and hold Agent and Lender, their respective employees, officers,
directors and agents harmless from and against any loss, liability, cost or
damage (including, without limitation, reasonable attorneys' fees and
disbursements) incurred by Agent or Lender in connection with the transactions
contemplated hereby, except to the extent that such loss or damage results from
such Person's gross negligence or willful misconduct. The foregoing indemnity
shall survive the termination of this Agreement and the resignation and removal
of Agent.

                  SECTION 6.3 RELIANCE. Agent shall be protected in acting upon
any notice, resolution, request, consent, order, certificate, report, opinion,
bond or other paper, document or signature believed by it to be genuine, and it
may be assumed that any person purporting to act on behalf of any Person giving
any of the foregoing in connection with the provisions hereof has been duly
authorized to do so. Agent may consult with legal counsel, and the advice or
opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken or suffered by it hereunder and in good faith in
accordance therewith. Agent shall not be liable for any act or omission done or
omitted to be done by Agent in reliance upon any instruction, direction or
certification received by Agent and without gross negligence or willful or
reckless misconduct. Agent shall be entitled to execute any of the powers
hereunder or perform any duties hereunder either directly or through agents or
attorneys; provided, however, that the execution of such powers by any such
agents or attorneys shall not diminish, or relieve Agent for, responsibility
therefor to the same degree as if Agent itself had executed such powers.

                  SECTION 6.4 RESIGNATION OF AGENT.

                  (a)      Agent shall have the right to resign as Agent
hereunder upon sixty (60) days' prior written notice to the Borrowers and
Lender, and in the event of such resignation, the Borrowers shall appoint a
successor Agent which must be an Eligible Bank. No such resignation by Agent
shall become effective until a successor Agent shall have accepted such
appointment and executed an instrument by which it shall have assumed all of the
rights and obligations of Agent hereunder. If no such successor Agent is
appointed within sixty (60) days after receipt of the resigning Agent's notice
of resignation, the resigning Agent may petition a court for the appointment of
a successor Agent.

                  (b)      In connection with any resignation by Agent, (i) the
resigning Agent shall, (A) duly assign, transfer and deliver to the successor
Agent this Agreement and all cash and Permitted Investments held by it
hereunder, (B) deliver such financing statements and execute and deliver such
other instruments prepared by the Borrowers and reasonably approved by Lender or
prepared by Lender as may be reasonably necessary to assign to the successor
Agent, as agent for Lender, any security interest in the Collateral existing in
favor of the retiring Agent hereunder and to otherwise give effect to such
succession and (C) take such other actions as may be reasonably required by
Lender or the successor Agent in connection with the foregoing and (ii) the
successor Agent shall establish in Lender's name, as secured party, cash
collateral accounts, which shall become the Accounts for purposes of this
Agreement upon the succession

                                       20
<PAGE>

of such Agent, and which Accounts shall also be "securities accounts" within the
meaning of the UCC.

                  (c)      Lender at its sole discretion shall have the right,
upon thirty (30) days notice to Agent, to substitute Agent with a successor
Agent that satisfies the requirements of an Eligible Bank or to have one or more
of the Accounts held by another Eligible Bank, provided that such successor
Agent shall perform the duties of Agent pursuant to the terms of this Agreement.

                  SECTION 6.5 LENDER APPOINTED ATTORNEY-IN-FACT. The Borrowers
hereby irrevocably constitute and appoint Lender as the Borrowers' true and
lawful attorney-in-fact, coupled with an interest and with full power of
substitution, to exercise and enforce every right, power, remedy, option and
privilege of the Borrowers with respect to the Collateral, and do in the name,
place and stead of the Borrowers, all such acts, things and deeds for and on
behalf of and in the name of the Borrowers, which the Borrowers are required to
do hereunder or under the other Loan Documents or which Agent or Lender may
reasonably deem necessary to more fully vest in Lender the rights and remedies
provided for herein and to accomplish the purposes of this Agreement including,
without limitation, the filing of any UCC financing statements or continuation
statements in appropriate public filing offices on behalf of the Borrowers, in
any of the foregoing cases, upon the Borrowers' failure to take any of the
foregoing actions within ten (10) days after notice from Lender. The foregoing
powers of attorney are irrevocable and coupled with an interest. If any Borrower
fails to perform any agreement herein contained and such failure shall continue
for ten (10) days after notice of such failure is given to such Borrower, Lender
may perform or cause performance of any such agreement, and any reasonable
expenses of Lender and Agent in connection therewith shall be paid by the
Borrowers.

                  SECTION 6.6 ACKNOWLEDGMENT OF LIEN/OFFSET RIGHTS. Agent hereby
acknowledges and agrees with respect to the Accounts that (a) the Accounts shall
be held by Agent in the names set forth herein, (b) all funds held in the
Accounts shall be held for the benefit of Lender, (c) the Borrowers have granted
to Lender a first priority security interest in the Collateral, (d) Agent shall
not disburse any funds from the Accounts except as provided herein, and (e)
Agent shall invest and reinvest any balance of the Accounts in Permitted
Investments in accordance with Section 2.5 hereof. Agent hereby waives any right
of offset, banker's lien or similar rights against, or any assignment, security
interest or other interest in, the Collateral.

                  SECTION 6.7 REPORTING PROCEDURES.

                  Agent shall provide the Borrowers and Lender with a record of
all checks and any other items deposited to the Lock Box Account or processed
for collection. Agent shall send a daily credit advice to the Borrowers and
Manager, which credit advice shall specify the amount of each receipt deposited
into each Account on such date. Agent shall send a monthly report to the
Borrowers, Manager and Lender, which monthly report shall specify the credits
and charges to the Accounts for the previous calendar month. Agent shall, at the
request of Lender, establish Lender and its designated Servicer, and the
Borrowers, as users of Agent's electronic data transfer system in accordance
with Agent's standard procedures; provided that, the Borrowers' access shall be
limited to information services and shall under no circumstances provide the
Borrowers with transaction rights in any such account. Upon request of Lender or
its designated

                                       21
<PAGE>

Servicer, (i) Agent shall send to Lender or its designated Servicer, as
applicable, either (x) copies of the daily credit advices and any other advices
or reports furnished by Agent to the Borrowers and/or Manager hereunder or (y)
information on Account balances, to the extent said balances in the Accounts
have changed from the previous report, the aggregate amount of withdrawals from
the Accounts and other similar information via the electronic data transfer
system or facsimile transmission on a daily basis, and (ii) Agent shall advise
Lender or its designated Servicer, as applicable, of the amount of available
funds in the Accounts and shall deliver to Lender or its designated Servicer
copies of all statements and other information concerning the Accounts, to the
extent that the balances in the Accounts have changed from the previous report,
as Lender or its designated Servicer shall reasonably request. In the event
Agent shall resign as Agent hereunder, Agent shall provide the Borrowers with a
final written accounting, including closing statements, with respect to the
Accounts within thirty (30) days of resignation.

                  VII.     REMEDIES

                  SECTION 7.1 REMEDIES. Upon the occurrence and during the
continuance of an Event of Default, Lender or Agent at the direction of Lender,
as agent for Lender, may:

                  (a)      without notice to the Borrowers, except as required
by law, and at any time or from time to time, charge, set-off and otherwise
apply all or any part of the Collateral against the Obligations or any part
thereof, including, without limitation, reasonable costs and expenses set forth
in Section 8.4 hereof;

                  (b)      in its sole discretion, at any time and from time to
time, exercise any and all rights and remedies available to it under this
Agreement, and/or as a secured party under the UCC and/or under any other
applicable law or in equity; and

                  (c)      demand, collect, take possession of, receive, settle,
compromise, adjust, sue for, foreclose or realize upon the Collateral (or any
portion thereof) as Lender may determine in its sole discretion.

                  SECTION 7.2 WAIVER. The Borrowers hereby expressly waive, to
the fullest extent permitted by law, presentment, demand, protest or any notice
of any kind in connection with this Agreement or the Collateral. The Borrowers
acknowledge and agree that ten (10) days' prior written notice of the time and
place of any public sale of the Collateral or any other intended disposition
thereof shall be reasonable and sufficient notice to the Borrowers within the
meaning of the UCC.

                  VIII.    MISCELLANEOUS

                  SECTION 8.1 TRANSFERS AND OTHER LIENS. Each Borrower agrees
that it will not (i) sell or otherwise dispose of any of the Collateral or (ii)
create or permit to exist any Lien upon or with respect to all or any of the
Collateral, except for the Lien granted under this Agreement.

                  SECTION 8.2 LENDER'S RIGHT TO PERFORM BORROWER'S OBLIGATIONS;
NO LIABILITY OF LENDER. If any Borrower fails to perform any of the covenants or
obligations contained herein, and such failure shall continue for a period ten
(10) Business Days after such Borrower's receipt of written notice thereof from
Lender, Lender may itself perform, or cause

                                       22
<PAGE>

performance of, such covenants or obligations, and the reasonable expenses of
Lender incurred in connection therewith shall be payable by the Borrowers to
Lender. Notwithstanding Lender's right to perform certain obligations of the
Borrowers, it is acknowledged and agreed that the Borrowers retain control of
the Property and operation thereof and notwithstanding anything contained herein
or Agent's or Lender's exercise of any of its rights or remedies hereunder,
under the Loan Documents or otherwise at law or in equity, neither Agent nor
Lender shall be deemed to be a mortgagee-in-possession nor shall Lender be
subject to any liability with respect to the Property or otherwise based upon
any claim of lender liability except as a result of Lender's gross negligence or
willful misconduct.

                  SECTION 8.3 NO WAIVER. The rights and remedies provided in
this Agreement and the other Loan Documents are cumulative and may be exercised
independently or concurrently, and are not exclusive of any other right or
remedy provided at law or in equity. No failure to exercise or delay by Agent or
Lender in exercising any right or remedy hereunder or under the Loan Documents
shall impair or prohibit the exercise of any such rights or remedies in the
future or be deemed to constitute a waiver or limitation of any such right or
remedy or acquiescence therein. Every right and remedy granted to Agent and/or
Lender hereunder or by law may be exercised by Agent and/or Lender at any time
and from time to time, and as often as Agent and/or Lender may deem it
expedient. Any and all of Agent's and/or Lender's rights with respect to the
lien and security interest granted hereunder shall continue unimpaired, and the
Borrowers shall be and remain obligated in accordance with the terms hereof,
notwithstanding (a) any proceeding of the Borrowers under the Federal Bankruptcy
Code or any bankruptcy, insolvency or reorganization laws or statutes of any
state, (b) the release or substitution of Collateral at any time, or of any
rights or interests therein or (c) any delay, extension of time, renewal,
compromise or other indulgence granted by the Agent and/or Lender in the event
of any default, with respect to the Collateral or otherwise hereunder. No delay
or extension of time by Agent and/or Lender in exercising any power of sale,
option or other right or remedy hereunder, and no notice or demand which may be
given to or made upon the Borrowers by Agent and/or Lender, shall constitute a
waiver thereof, or limit, impair or prejudice Agent's and/or Lender's right,
without notice or demand, to take any action against the Borrowers or to
exercise any other power of sale, option or any other right or remedy.

                  SECTION 8.4 EXPENSES. Agent shall deduct from the Lock Box
Account for its own account the monthly Servicing Fee for which the Borrowers
are responsible pursuant to Section 2.11 of the Loan Agreement prior to making
any disbursements pursuant to Section 3.3(a)(ii) hereof, and, for so long as the
Mezzanine Loan is outstanding, Agent shall deduct from the Lock Box Account the
monthly Mezzanine Servicing Fee for which the Mezzanine Borrower is responsible
pursuant to Section 2.11 of the Mezzanine Loan Agreement to be remitted to the
Mezzanine Servicer prior to making any disbursements pursuant to Section
3.3(a)(viii) hereof. The Collateral shall secure, and the Borrowers shall pay to
Agent and Lender within five (5) Business Days of the written demand therefor,
from time to time, all reasonable costs and expenses (including, but not limited
to, reasonable attorneys' fees and disbursements, and transfer, recording and
filing fees, taxes and other charges) of, or incidental to, the creation or
perfection of any lien or security interest granted or intended to be granted
hereby, the custody, care, sale, transfer, administration, collection of or
realization on the Collateral, or in any way relating to the enforcement,
protection or preservation of the rights or remedies of Agent and/or Lender
under this Agreement, the Loan Agreement, the Note, the Security Instruments, or
the

                                       23
<PAGE>

other Loan Documents. Standard and customary fees and charges associated with
the Accounts shall be included on a monthly consolidated account analysis
statement which Agent shall submit to the Borrowers for the Borrowers' payment.
This statement shall set forth the fees and charges payable for such month,
including, but not limited to reasonable fees and reasonable expenses incurred
in connection with this Agreement and be accompanied by reasonably detailed
supporting documentation. Agent shall be entitled to charge the Accounts for
such reasonable fees and expenses as indicated by the analysis statement.

                  SECTION 8.5 ENTIRE AGREEMENT. This Agreement constitutes the
entire and final agreement between the parties with respect to the subject
matter hereof and may not be changed, terminated or otherwise varied, except by
a writing duly executed by the parties.

                  SECTION 8.6 NO WAIVER. No waiver of any term or condition of
this Agreement, whether by delay, omission or otherwise, shall be effective
unless in writing and signed by the party sought to be charged, and then such
waiver shall be effective only in the specific instance and for the purpose for
which given.

                  SECTION 8.7 SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties hereto, their respective
successors and permitted assigns.

                  SECTION 8.8 NOTICES. All notices, demands, requests, consents,
approvals and other communications (any of the foregoing, a "NOTICE") required,
permitted, or desired to be given hereunder to the Borrowers, Lender or Manager
shall be in writing and delivered to such parties at the addresses and in the
manner provided in Section 14.5 of the Loan Agreement. Notices to the Agent
shall be addressed as follows:

                           Wachovia Bank, National Association
                           8739 Research Drive
                           URP4
                           Charlotte, North Carolina 28288-1075
                           Attention: David Tucker
                           Facsimile No.: (704) 593-7737

                  SECTION 8.9 CAPTIONS. All captions in this Agreement are
included herein for convenience of reference only and shall not constitute part
of this Agreement for any other purpose.

                  SECTION 8.10 GOVERNING LAW. This Agreement shall be governed
by and construed and enforced in all respects in accordance with the laws of the
State of New York without regard to conflicts of law principles of such State.

                  SECTION 8.11 COUNTERPARTS. This Agreement may be executed in
any number of counterparts.

                  SECTION 8.12 EXCULPATION. The provisions of Article XII of the
Loan Agreement are hereby incorporated by reference into this Agreement as to
the liability of the Borrowers hereunder to the same extent and with the same
force as if fully set forth herein, and shall apply equally to Manager to the
same extent and with the same force as if fully set forth

                                       24
<PAGE>

herein, provided, however, that notwithstanding the foregoing, there shall be
personal liability to the Borrowers and Manager for the payment to Lender of all
losses, damages, costs and expenses suffered or incurred by Lender and arising
from the failure of the Borrowers and/or Manager to comply with the provisions
of Section 2.2 of this Agreement.

                  SECTION 8.13 LOAN AGREEMENT. If any inconsistency exists
between the terms of this Agreement and the terms of the Loan Agreement, the
terms of the Loan Agreement shall prevail.

                                       25
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                    LENDER:

                                    MERRILL LYNCH MORTGAGE LENDING, INC.

                                    By:/s/ Robert Spinna
                                       -------------------------------------
                                       Name: Robert Spinna
                                       Title: Vice President

                                    AGENT:

                                    WACHOVIA BANK, NATIONAL ASSOCIATION

                                    By:/s/ David C. Tucker
                                       -------------------------------------
                                       Name: David C. Tucker
                                       Title: Vice President

                                    MANAGER:

                                    LODGIAN MANAGEMENT CORP.

                                    By:/s/ Daniel E. Ellis
                                       -------------------------------------
                                       Name: Daniel E. Ellis
                                       Title: Vice President

                   [SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

<PAGE>

                                    BORROWERS:

                                    APICO HILLS, INC.
                                    BRUNSWICK MOTEL ENTERPRISES, INC.
                                    DOTHAN HOSPITALITY 3053, INC.
                                    DOTHAN HOSPITALITY 3071, INC.
                                    GADSDEN HOSPITALITY, INC.
                                    LODGIAN BRIDGEPORT LLC
                                    LODGIAN COLCHESTER LLC
                                    LODGIAN FLORENCE LLC
                                    LODGIAN HAMBURG LLC
                                    LODGIAN HOTELS FLOATING, LLC
                                    LODGIAN JACKSON LLC
                                    LODGIAN MEMPHIS LLC
                                    LODGIAN MEMPHIS PROPERTY OWNER, LLC
                                    LODGIAN MORGANTOWN LLC
                                    SERVICO AUSTIN, INC.
                                    SERVICO CEDAR RAPIDS, INC.
                                    SERVICO GRAND ISLAND, INC.
                                    SERVICO JAMESTOWN, INC.
                                    SERVICO LANSING, INC.
                                    SERVICO MARYLAND, INC.
                                    SERVICO NEW YORK, INC.
                                    SERVICO NIAGARA FALLS, INC.
                                    SERVICO PENSACOLA 7200, INC.
                                    SERVICO PENSACOLA 7330, INC.
                                    SERVICO WINTER HAVEN, INC.
                                    SHEFFIELD MOTEL ENTERPRISES, INC.

                                    By: /s/ Daniel E. Ellis
                                        -----------------------------
                                    Name:  Daniel E. Ellis
                                    Title: Vice President and Secretary, or
                                           Authorized Signatory for each of the
                                           entities listed above

<PAGE>

                                    EXHIBIT A

            Form of Credit Card Receivables Payment Direction Letter

                                     [Date]

___________________________
___________________________
___________________________

                  Re:  _______________________ (the "COMPANY")

Gentlemen:

         ________________ (the "PROCESSOR") has entered into arrangements
pursuant to which Processor acts as credit card processing service provider with
respect to certain credit card and debit card sales by Company and makes
payments to Company in respect of such sales as set forth in the [Merchant
Services Bankcard Agreement], dated _____________ between Processor and Company
(and together with any replacement agreement thereto, referred to herein as the
"CARD PROCESSING AGREEMENT").

         Please be advised that Company has entered or is about to enter into
financing arrangements with Merrill Lynch Mortgage Lending, Inc. (the "LENDER")
pursuant to which Lender may from time to time make loans and advances and
provide other financial accommodations to Company, secured by, among other
things, all of Company's right, title and interest in and to all deposit and
other bank accounts and proceeds of the foregoing, including all amounts at any
time payable by Processor to Company pursuant to the Card Processing Agreement
or otherwise.

         Notwithstanding anything to the contrary contained in the Card
Processing Agreement or any prior instructions to Processor, unless and until
Processor receives written instructions from Lender to the contrary, effective
as of the day after the date of Processor's written acknowledgement below all
amounts payable by Processor to Company pursuant to the Card Processing
Agreement or otherwise shall be sent by federal funds wire transfer or
electronic depository transfer to the following bank account of Lender:

                           ___________ (the "BANK")
                           ABA Number: ___________

For the Account of: Lock Box Account for the benefit of Merrill Lynch Mortgage
                    Lending, Inc., its successors and assigns
                          Account Number: ____________
                      Attn: ____________, Fax: ____________

         In the event Processor at any time receives any other instructions from
Lender with respect to the disposition of amounts payable by or through
Processor to Company pursuant to

                                      A-1
<PAGE>

the Card Processing Agreement or otherwise, Processor is hereby irrevocably
authorized and directed to follow such instructions, without inquiry as to
Lender's right or authority to give such instructions. Company and Lender
acknowledge that (a) any instructions from Lender to Processor to change the
account to which funds must be sent by a vice president or other officer of
Lender to ____________; (b) such instructions shall only provide for funds to be
sent to a single deposit account of Lender, in a manner with respect to the
nature of the funds transfer and at times consistent with the payment practices
of Processor as then in effect, unless otherwise agreed by Processor. The
Company agrees to hold harmless Processor for any action taken by Processor in
accordance with the terms of this letter and the Card Processing Agreement; and
Lender shall complete such account change forms as Processor may require. The
Company hereby acknowledges that the account set forth above is owned by Company
but is under the control of Lender.

         Lender and Company hereby confirm and agree as follows: (i) the Card
Processing Agreement is in full force and effect and (ii) this Payment Direction
Letter does not prohibit or limit any rights Processor possesses under the Card
Processing Agreement, including but not limited to Processor's right to debit,
offset or charge back any amount owing to Processor under the Card Processing
Agreement or any replacement or renewal thereof, against funds sent to or to be
sent to the above referenced bank account.

         This Payment Direction Letter cannot be changed, modified, or
terminated, except by written agreement signed by Lender, Company and Processor.
Processor agrees to use reasonable efforts to ensure payment instructions are
followed, but Lender and Company herein acknowledge that Processor shall incur
no liability for changes or modifications wherein Processor has received
instructions from Company or Lender to change deposit instructions. The terms of
this Payment Direction Letter shall be governed by the laws of the State of New
York.

         Please acknowledge your receipt of, and agreement to, the foregoing by
signing in the space provided below.

                                         Very truly yours,
                                         ________________ (the "COMPANY")

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         Date: _________________________________

Agreed to by Processor:

________________________________

By:_____________________________
   Name:
   Title:

                                      A-2