WERE PRESENT PRIOR TO TRANSFER OF
62
POSSESSION SHALL REMAIN THE LIABILITY OF BORROWER; AND (II) BORROWER SHALL HAVE
THE BURDEN OF PROVING THAT SUCH ENVIRONMENTAL CONDITION OCCURRED SUBSEQUENT TO
TRANSFER OF POSSESSION.
ARTICLE VIII.
CASH MANAGEMENT
8.1
Cash Management.
(1)
COLLATERAL ACCOUNTS.
THE BORROWER AND
ADMINISTRATIVE AGENT HEREBY CONFIRM THAT, FOLLOWING THE EXECUTION OF THIS
AGREEMENT, A SPECIAL, SEPARATE DEPOSIT ACCOUNT (THE "PAYMENTS ACCOUNT") AND A
SUB-ACCOUNT THEREOF (THE "DEBT SERVICE ACCOUNT"), EACH IN THE NAME OF, AND UNDER
THE SOLE DOMINION AND CONTROL OF, THE ADMINISTRATIVE AGENT WILL BE ESTABLISHED
WITH DBTCA, SOLELY FOR THE PURPOSES SET FORTH HEREIN.
THE BORROWER HEREBY
AUTHORIZES AND AGREES AND THE ADMINISTRATIVE AGENT AGREES, THAT UNTIL (I) THE
PAYMENTS ACCOUNTS AND THE DEBT SERVICE ACCOUNT HAVE BEEN ESTABLISHED, AND (II)
THE ACCOUNT AGREEMENT HAS BEEN EXECUTED AND DELIVERED BY EACH OF THE PARTIES
THERETO PURSUANT TO SECTION 8.1(2), THE ACCOUNT WITH DEUTSCHE BANK, ABA
#021001033, COMMERCIAL LOAN DIVISION, BEARING ACCOUNT NUMBER AC#99401268 RE: CNL
HOSPITALITY TERM (10/04) (THE "SUSPENSE ACCOUNT," AND WITH THE PAYMENTS ACCOUNT
AND THE DEBT SERVICE ACCOUNT, THE "COLLATERAL ACCOUNTS") SHALL SUBSTITUTE FOR
THE PAYMENTS ACCOUNT AND DEBT SERVICE ACCOUNT AND ALL AMOUNTS CONTEMPLATED TO BE
TRANSFERRED, DEPOSITED OR DISBURSED TO OR FROM THE PAYMENTS ACCOUNT OR DEBT
SERVICE ACCOUNT UNDER THIS ARTICLE VIII SHALL INSTEAD BE TRANSFERRED, DEPOSITED
OR DISBURSED TO, FROM OR WITHIN THE SUSPENSE ACCOUNT IN THE AMOUNTS REQUIRED
UNDER THIS AGREEMENT AS IF THE PAYMENTS ACCOUNT AND DEBT SERVICE ACCOUNT WERE IN
USE HEREUNDER.
EACH SUCH TRANSFER, DEPOSIT OR DISBURSEMENT SHALL BE CREDITED OR
DEBITED TO THE PAYMENTS ACCOUNT OR DEBT SERVICE ACCOUNT, AS APPLICABLE, ON THE
RECORDS OF THE SUSPENSE ACCOUNT.
UPON THE ESTABLISHMENT OF THE PAYMENTS ACCOUNT
AND THE DEBT SERVICE ACCOUNT AND THE EXECUTION AND DELIVERY OF THE ACCOUNT
AGREEMENT BY EACH OF THE PARTIES THERETO PURSUANT TO SECTION 8.1(2), AMOUNTS ON
DEPOSIT IN THE SUSPENSE ACCOUNT FOR THE CREDIT OF EACH SUCH RESPECTIVE ACCOUNT
SHALL BE TRANSFERRED TO SUCH ACCOUNT.
BORROWER HEREBY AGREES AND CONFIRMS TO
THE ADMINISTRATIVE AGENT (AND SHALL AGREE AND CONFIRM TO DBTCA PURSUANT TO THE
ACCOUNT AGREEMENT) THAT IT HAS NO DOMINION OR CONTROL WHATSOEVER OF THE
COLLATERAL ACCOUNTS OR ANY FUNDS OR AMOUNTS IN THE COLLATERAL ACCOUNTS, AND
BORROWER HEREBY DISCLAIMS ANY AND ALL RIGHTS OF ANY NATURE WHATSOEVER TO CONTROL
OR OTHERWISE DIRECT OR MAKE ANY CLAIM AGAINST THE FUNDS OR OTHER AMOUNTS IN THE
COLLATERAL ACCOUNTS AT ANY TIME.
(2)
PLEDGE OF ACCOUNT COLLATERAL.
TO SECURE
THE FULL AND PUNCTUAL PAYMENT AND PERFORMANCE OF THE OBLIGATIONS, THE BORROWER
HEREBY COLLATERALLY ASSIGNS, GRANTS A SECURITY INTEREST IN AND PLEDGES (AND THE
BORROWER PARTIES SHALL CAUSE EACH MORTGAGED PROPERTY OWNER AND OPERATING LESSEE
TO SO ASSIGN, GRANT AND PLEDGE) TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF
THE LENDERS, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW (AND THE BORROWER
PARTIES SHALL CAUSE EACH MORTGAGED PROPERTY OWNER AND OPERATING LESSEE TO
EXECUTE THE ACCOMMODATION SECURITY DOCUMENTS WITH RESPECT THERETO), A FIRST
PRIORITY CONTINUING SECURITY INTEREST