ADDITIONAL ADVANCE FOR WHICH ANY OF THE CONDITIONS
PRECEDENT HAVE NOT BEEN SATISFIED, THE MAKING OF SUCH ADDITIONAL ADVANCE SHALL
CONSTITUTE A WAIVER OF SUCH UNSATISFIED CONDITIONS FOR SUCH ADDITIONAL ADVANCE
(BUT NOT FOR ANY OTHER ADDITIONAL ADVANCE), UNLESS OTHERWISE SET FORTH IN A
WRITTEN NOTICE FROM LENDER TO BORROWER.
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT OR AN EVENT OF
DEFAULT, LENDER SHALL HAVE THE RIGHT (BUT NO OBLIGATION) TO MAKE ANY OR ALL
ADDITIONAL ADVANCES DIRECTLY TO CONTRACTORS OR ANY OTHER PERSON TO WHOM PAYMENT
IS DUE WITH RESPECT TO ANY APPROVED RENOVATION/RE-BRANDING EXPENSES.
THE
EXECUTION OF THIS AGREEMENT BY BORROWER SHALL, AND HEREBY DOES, CONSTITUTE AN
IRREVOCABLE DIRECTION AND AUTHORIZATION TO SO DISBURSE ANY SUCH ADDITIONAL
ADVANCE.
NO FURTHER DIRECTION OR AUTHORIZATION FROM BORROWER SHALL BE NECESSARY
OR REQUIRED FOR SUCH DIRECT DISBURSEMENTS AND ALL SUCH DISBURSEMENTS SHALL
SATISFY PRO TANTO THE OBLIGATIONS OF LENDER HEREUNDER AND SHALL BE SECURED BY
THE APPLICABLE LOAN DOCUMENTS AS FULLY AS IF MADE DIRECTLY TO BORROWER,
REGARDLESS OF THE DISPOSITION THEREOF BY THE PAYEE.
(C)
LENDER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION), BY ITS OWN ACTION
(AND WITHOUT ANY REQUEST THEREFOR BY BORROWER), TO DISBURSE TO ITSELF (OR RETAIN
FROM) ANY ADDITIONAL ADVANCE AMOUNTS TO PAY INTEREST, FEES AND ANY OTHER SUMS
THEN DUE AND PAYABLE TO LENDER PURSUANT TO THE LOAN DOCUMENTS, AFTER BORROWER'S
FAILURE TO MAKE SUCH PAYMENTS IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE
LOAN DOCUMENTS.
3.
CASH MANAGEMENT AND RESERVES
3.1
Cash Management Arrangements.
Borrower shall cause Owner to cause
all Rents to be deposited and applied in accordance with the Senior Loan
Documents.
Borrower shall cause Owner to cause all Rents to be deposited and
applied in accordance with the Senior Loan Documents.
All funds deposited by
the Deposit Bank into the Subordinate Deposit Account shall be deemed to be a
distribution from Owner to Borrower and shall be applied and disbursed in
accordance with this Agreement and the Subordinate Deposit Account Agreement.
The Subordinate Deposit Account and all subaccounts established by Lender
therein (which may be ledger or book entry accounts and not actual accounts)
shall at all times be Eligible Accounts (such subaccounts are referred to herein
as "Subaccounts").
The Subordinate Deposit Account
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and any Subaccount will be under the sole control and dominion of Lender, and
neither Borrower, Owner nor Manager nor any person claiming by or through
Borrower or Manager shall have any right of withdrawal therefrom.
Borrower
shall pay for all expenses of opening and maintaining all of the above
accounts.
If, at any time during the Term, Senior Lender is not requiring Owner
to comply with the cash management arrangements set forth in Section 3.1 of the
Senior Loan Agreement and the Clearing Account Agreement and the Senior Deposit
Account Agreement (or the Senior Loan has been refinanced or otherwise repaid in
full in accordance with the terms of this Agreement), then Lender shall have the
right, at its