MAINTAINED
BY AND FOR THE BENEFIT OF LENDER IN ACCORDANCE WITH SECTION 2.6 (THE "RENOVATION
PROJECT RESERVE ACCOUNT") FOR THE PURPOSE OF ESTABLISHING A RESERVE FUND TO PAY
PROJECT COSTS WITH RESPECT TO THE RENOVATION PROJECT. FURTHER, IT IS
ACKNOWLEDGED THAT, SUBJECT TO THE REQUIREMENTS SET FORTH IN SECTION 2.1.5,
UNADVANCED PORTIONS OF THE FUTURE FUNDING AMOUNT MAY BE DEPOSITED INTO THE
RENOVATION PROJECT RESERVE ACCOUNT FROM TIME TO TIME AFTER THE DATE HEREOF.
7.5.2.
RELEASE OF RENOVATION PROJECT RESERVE FUND.
AMOUNTS ON DEPOSIT
FROM TIME TO TIME IN THE RENOVATION PROJECT RESERVE ACCOUNT (SUCH AMOUNTS,
COLLECTIVELY, "RENOVATION PROJECT RESERVE FUNDS") SHALL BE INVESTED IN PERMITTED
INVESTMENTS, SHALL CONSTITUTE A RESERVE FUND FOR ALL PURPOSES UNDER THIS
AGREEMENT AND SHALL BE SUBJECT TO THE PROVISIONS OF THIS AGREEMENT REGARDING
RESERVE FUNDS. BORROWER SHALL NOT BE PERMITTED TO DELIVER A LETTER OF CREDIT IN
LIEU OF THE RENOVATION PROJECT RESERVE FUNDS. ANY RENOVATION PROJECT RESERVE
FUNDS SHALL BE DISBURSED BY LENDER TO BORROWER TO PAY PROJECT COSTS OF THE
RENOVATION PROJECT AND SHALL BE FUNDED AS PROJECT ADVANCES ONLY UPON COMPLIANCE
BY BORROWER WITH THE PROVISIONS FOR DISBURSEMENT OF PROJECT ADVANCES UNDER THIS
AGREEMENT. SO LONG AS NO EVENT OF DEFAULT SHALL THEN EXIST, UPON FINAL
COMPLETION OF THE RENOVATION PROJECT, LENDER SHALL DIRECT CASH MANAGEMENT BANK
TO TRANSFER ALL RENOVATION PROJECT RESERVE FUNDS REMAINING ON DEPOSIT IN THE
RENOVATION PROJECT RESERVE ACCOUNT TO THE GENERAL RESERVE ACCOUNT, WHEREUPON
SUCH FUNDS
SHALL BE HELD AND/OR DISBURSED IN ACCORDANCE WITH THE TERMS OF
SECTION 7.9.
SECTION 7.6.
TIMESHARE PROJECT PROCEEDS ACCOUNT.
7.6.1.
DEPOSIT OF TIMESHARE PROJECT PROCEEDS.
NOTWITHSTANDING ANYTHING
CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT TO THE CONTRARY, DURING ANY
TIMESHARE PROJECT PROCEEDS SWEEP PERIOD, ALL TIMESHARE PROJECT PROCEEDS RECEIVED
BY, PAID OR PAYABLE TO OR FOR THE ACCOUNT OF BORROWER OR ANY OF ITS AFFILIATES
SHALL BE DEPOSITED WITH LENDER AND HELD IN AN ELIGIBLE ACCOUNT (WHICH MAY BE A
SUB-ACCOUNT OF THE CASH MANAGEMENT ACCOUNT) ESTABLISHED AND MAINTAINED BY AND
FOR THE BENEFIT OF LENDER IN ACCORDANCE WITH THE TERMS HEREOF (THE "TIMESHARE
PROJECT PROCEEDS ACCOUNT").
TIMESHARE PROJECT PROCEEDS DEPOSITED INTO THE
TIMESHARE PROJECT PROCEEDS ACCOUNT SHALL BE DISBURSED AND APPLIED BY LENDER FROM
TIME TO TIME IN ACCORDANCE WITH THIS SECTION 7.6. FOR THE PURPOSES HEREOF, A
"TIMESHARE PROCEEDS SWEEP PERIOD" SHALL BE DEEMED TO EXIST IF AND FOR SO LONG AS
ANY OF THE FOLLOWING SHALL APPLY:
(I)
AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
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(II)
ANY DSCR SWEEP PERIOD SHALL EXIST; OR
(III)
THE LOAN TO VALUE RATIO ON THE DATE OF DETERMINATION, AS
REASONABLY DETERMINED BY LENDER, SHALL BE EQUAL TO OR GREATER THAN THE
FOLLOWING: (A) 80%, WITH RESPECT TO THE FIRST LOAN YEAR, (B) 75%, WITH RESPECT
TO THE SECOND LOAN YEAR, (C) 67.5%, WITH RESPECT TO THE THIRD LOAN YEAR (IF
ANY), (D) 65%, WITH RESPECT TO THE FOURTH LOAN YEAR (IF ANY), AND (E) 62.5%,
WITH RESPECT TO THE FIFTH LOAN YEAR (IF ANY).
7.6.2.