SATISFACTORY TO
THE ADMINISTRATIVE AGENT AND ITS FINANCIAL ADVISOR, WHICH REPORTS SHALL, INTER
ALIA, CONFIRM THAT THE BORROWERS HAVE NOT TRANSFERRED FROM THE PAYMENT ACCOUNTS
AN AMOUNT IN EXCESS OF ONE HUNDRED TEN PERCENT (110%) OF THE AGGREGATE
CUMULATIVE AMOUNT BUDGETED THEREFOR OVER SUCH PERIOD AS SPECIFIED IN EXHIBIT A.
7.
EXHIBIT B HERETO SETS FORTH THE CURRENT
BALANCES IN EACH OF THE ACCOUNTS AS OF THE DATE HEREOF.
8.
ON OR PRIOR TO EACH TUESDAY OF EVERY WEEK
AFTER THE DATE HEREOF, THE BORROWERS' AGENT SHALL DELIVER TO THE ADMINISTRATIVE
AGENT A REPORT, CERTIFIED BY THE CHIEF FINANCIAL OFFICER OF THE BORROWERS (THE
"CFO"), SETTING FORTH (A) THE ACTUAL CASH DISBURSEMENTS ON A LINE ITEM BASIS FOR
THE PRECEDING WEEK (AND ON A CUMULATIVE BASIS SINCE THE DATE HEREOF AND FOR THE
MOST RECENTLY ENDED WEEKLY REPORTING PERIOD) AND CONTAINING A NARRATIVE ANALYSIS
OF THE PERFORMANCE OF THE BORROWERS FOR THE PRECEDING WEEK WITH SPECIFIC
REFERENCE TO THE PERMITTED USES AND PAYEES PROVIDED IN EXHIBIT A AND DISCUSSION
OF ANY VARIANCE FROM THE BUDGETED AMOUNTS PROVIDED IN EXHIBIT A AND (B) THE
REMAINING BALANCES AVAILABLE IN THE ACCOUNTS, EACH IN A FORM REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
ON OR PRIOR TO 12:00 NOON (NEW YORK
CITY TIME) ON MONDAY OF EVERY WEEK AFTER THE DATE HEREOF, THE BORROWERS' AGENT
SHALL DELIVER TO THE ADMINISTRATIVE AGENT A ROLLING CONSOLIDATED 13-WEEK CASH
FLOW FORECAST, CERTIFIED BY THE CFO, SETTING FORTH THE ANTICIPATED CASH REVENUE,
RECEIPTS, EXPENSES, EXPENDITURES AND DISBURSEMENTS IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
FOR THE AVOIDANCE OF DOUBT,
THE WEEKLY REPORTS PROVIDED PURSUANT TO THIS PARAGRAPH 8 SHALL NOT AMEND THE
AMOUNTS PROVIDED IN EXHIBIT A.
9.
THE BORROWERS HEREBY REQUEST, AND THE
ADMINISTRATIVE AGENT (ACTING ON THE INSTRUCTIONS OF THE REQUIRED LENDERS) HEREBY
AGREES, TO FORBEAR FROM EXERCISING ANY RIGHTS AND REMEDIES IT MAY HAVE ARISING
OUT OF THE BORROWERS' FAILURE TO REPAY THE CONSTRUCTION LOANS ON OR PRIOR TO
JUNE 30, 2009.
10.
THE FOREGOING CONSENTS, WAIVERS AND
FORBEARANCE PROVIDED IN THIS CONSENT SHALL EXPIRE ON JULY 31, 2009 UNLESS
OTHERWISE EXTENDED BY A WRITTEN CONSENT OF THE REQUIRED LENDERS OR TERMINATED
EARLIER BY A WRITTEN NOTICE FROM THE ADMINISTRATIVE AGENT.
11.
NOTWITHSTANDING ANYTHING PROVIDED HEREIN OR IN
THE FINANCING DOCUMENTS, THE BORROWERS ACKNOWLEDGE AND AGREE THAT: (A) THE
FOREGOING WAIVERS, FORBEARANCE AND INSTRUCTIONS PROVIDED HEREIN MAY BE MODIFIED
OR REVOKED AT ANY TIME UPON UNILATERAL NOTICE FROM THE ADMINISTRATIVE AGENT
(ACTING IN ITS SOLE DISCRETION), EXCEPT THAT THE EXTENSION OF THE EXPIRATION
DATE OF THE CONSENTS, WAIVERS AND FORBEARANCE CONTAINED IN PARAGRAPH 10 ABOVE
SHALL REQUIRE THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS; AND (B) FOR SO
LONG AS THE FOREGOING WAIVERS, FORBEARANCE AND INSTRUCTIONS REMAIN IN EFFECT,
THE OPERATING BUDGET IN EFFECT ON THE DATE HEREOF IS HEREBY SUSPENDED FOR ALL
PURPOSES AND THE BORROWERS MAY NOT REQUEST ANY TRANSFERS, WITHDRAWALS OR
PAYMENTS UNDER THE ACCOUNT AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED IN THIS
CONSENT.
12.
THE LENDERS AND AGENTS