Common use of Cash Management Account Clause in Contracts

Cash Management Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Bank in trust and for the benefit of Lender in accordance with the Cash Management Agreement. The Cash Management Account shall be under the sole dominion and Control of Lender. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, subject to the terms set forth herein and in the other Loan Documents permitting disbursements from the same. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) Provided that no Event of Default shall have occurred and remain outstanding, on each Business Day during a Cash Management Trigger Event Period, all funds on deposit in the Cash Management Account shall be applied in the following amounts and order of priority: (i) First, funds sufficient to pay the next monthly deposit to the Tax Funds in accordance with the terms and conditions of Section 6.2 hereof; (ii) Second, funds sufficient to pay the next monthly deposit to the Insurance Funds in accordance with the terms and conditions of Section 6.3 hereof; (iii) Third, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank in accordance with the Cash Management Agreement; (iv) Fourth, funds sufficient to pay the next Monthly Debt Service Payment Amount; (v) Fifth, funds sufficient to pay the next monthly deposit to the Capital Expenditure Funds in accordance with the terms and conditions of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above), late payment charges and any other amounts then due and payable under the Loan Documents; (viii) Eighth, funds sufficient to pay for Operating Expenses for the applicable period incurred in accordance with an Approved Annual Budget and as set forth in a request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in form and substance reasonably acceptable to Lender; (ix) Ninth, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any; (x) Tenth, during the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurred, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) shall be deposited into the Material Tenant Rollover Account in accordance with the terms and conditions of Section 6.13 hereof.

Cash Management Account. (a) During the term of the Loan, Borrower There shall establish be established and maintain maintained a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Bank Servicer in trust and for the benefit of Lender in accordance with the Cash Management Agreement. The Lender, which Cash Management Account shall be under the sole dominion and Control control of Lender. The Cash Management Account shall be entitled “Column Financial, Inc., its successors and/or assigns – Hard Rock First Mezzanine Cash Management Account” or such other title as shall be reasonably acceptable to Lender and the bank holding the Cash Management Account. Each Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof, and will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, subject Account for application pursuant to the terms set forth herein of this Agreement and in the other Loan Documents permitting disbursements from the same. All and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by BorrowerBorrowers. (b) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (c) Provided that no Event of Default shall have occurred and remain outstanding, on each Business Day during a Cash Management Trigger Event Periodbe continuing, all funds on deposit in the Cash Management Account shall be applied in the following amounts and order of priority: (i) First, funds sufficient to pay the next monthly deposit to the Tax Funds by Lender in accordance with the terms of this Agreement (including, without limitation, Section 2.4.3 and conditions of Section 6.2 2.4.4 hereof; (ii) Second, funds sufficient to pay the next monthly deposit to the Insurance Funds in accordance with the terms and conditions of Section 6.3 hereof; (iii) Third, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank in accordance with the Cash Management Agreement; (iv) Fourth, funds sufficient to pay the next Monthly Debt Service Payment Amount; (v) Fifth, funds sufficient to pay the next monthly deposit to the Capital Expenditure Funds in accordance with the terms and conditions of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above), late payment charges and any other amounts then due and payable under the Loan Documents; (viii) Eighth, funds sufficient to pay for Operating Expenses for the applicable period incurred in accordance with an Approved Annual Budget and as set forth in a request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in form and substance reasonably acceptable to Lender; (ix) Ninth, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any; (x) Tenth, during the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurred, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) shall be deposited into the Material Tenant Rollover Account in accordance with the terms and conditions of Section 6.13 hereof.

Cash Management Account. (a) During the term of the Loan, Borrower There shall establish be established and maintain maintained a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Bank Servicer in trust and for the benefit of Lender in accordance with the Cash Management Agreement. The Lender, which Cash Management Account shall be under the sole dominion and Control control of Lender. The Cash Management Account shall be entitled “TriMont Real Estate Advisors, Inc. as Servicer for Vegas HR Limited Investor P & I Collection Account” or such other title as shall be reasonably acceptable to Lender and the bank holding the Cash Management Account. Each Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof, and will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, subject Account for application pursuant to the terms set forth herein of this Agreement and in the other Loan Documents permitting disbursements from the same. All and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by BorrowerBorrowers. (b) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (c) Provided that no Event of Default shall have occurred and remain outstanding, on each Business Day during a Cash Management Trigger Event Periodbe continuing, all funds on deposit in the Cash Management Account shall be applied in the following amounts and order of priority: (i) First, funds sufficient to pay the next monthly deposit to the Tax Funds by Lender in accordance with the terms of this Agreement (including, without limitation, Section 2.4.3 and conditions of Section 6.2 2.4.4 hereof; (ii) Second, funds sufficient to pay the next monthly deposit to the Insurance Funds in accordance with the terms and conditions of Section 6.3 hereof; (iii) Third, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank in accordance with the Cash Management Agreement; (iv) Fourth, funds sufficient to pay the next Monthly Debt Service Payment Amount; (v) Fifth, funds sufficient to pay the next monthly deposit to the Capital Expenditure Funds in accordance with the terms and conditions of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above), late payment charges and any other amounts then due and payable under the Loan Documents; (viii) Eighth, funds sufficient to pay for Operating Expenses for the applicable period incurred in accordance with an Approved Annual Budget and as set forth in a request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in form and substance reasonably acceptable to Lender; (ix) Ninth, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any; (x) Tenth, during the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurred, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) shall be deposited into the Material Tenant Rollover Account in accordance with the terms and conditions of Section 6.13 hereof.

Cash Management Account. (a) During the term of the Loan, Borrower There shall establish be established and maintain maintained a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Bank Servicer in trust and for the benefit of Lender in accordance with the Cash Management Agreement. The Lender, which Cash Management Account shall be under the sole dominion and Control control of Lender. The Cash Management Account shall be entitled “Column Financial, Inc., its successors and/or assigns – Hard Rock Second Mezzanine Cash Management Account” or such other title as shall be reasonably acceptable to Lender and the bank holding the Cash Management Account. Each Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof, and will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, subject Account for application pursuant to the terms set forth herein of this Agreement and in the other Loan Documents permitting disbursements from the same. All and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by BorrowerBorrowers. (b) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (c) Provided that no Event of Default shall have occurred and remain outstanding, on each Business Day during a Cash Management Trigger Event Periodbe continuing, all funds on deposit in the Cash Management Account shall be applied in the following amounts and order of priority: (i) First, funds sufficient to pay the next monthly deposit to the Tax Funds by Lender in accordance with the terms of this Agreement (including, without limitation, Section 2.4.3 and conditions of Section 6.2 2.4.4 hereof; (ii) Second, funds sufficient to pay the next monthly deposit to the Insurance Funds in accordance with the terms and conditions of Section 6.3 hereof; (iii) Third, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank in accordance with the Cash Management Agreement; (iv) Fourth, funds sufficient to pay the next Monthly Debt Service Payment Amount; (v) Fifth, funds sufficient to pay the next monthly deposit to the Capital Expenditure Funds in accordance with the terms and conditions of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above), late payment charges and any other amounts then due and payable under the Loan Documents; (viii) Eighth, funds sufficient to pay for Operating Expenses for the applicable period incurred in accordance with an Approved Annual Budget and as set forth in a request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in form and substance reasonably acceptable to Lender; (ix) Ninth, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any; (x) Tenth, during the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurred, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) shall be deposited into the Material Tenant Rollover Account in accordance with the terms and conditions of Section 6.13 hereof.

Cash Management Account. (a) During Pursuant to the term of the LoanCash Management Agreement, Borrower shall establish and maintain a segregated Eligible Account Lender has established an account (the “Cash Management Account”) to be held with a financial institution chosen by Cash Management Bank in trust and for the benefit of Lender in accordance with the Cash Management Agreement. The its discretion, which Cash Management Account shall be under the sole dominion and Control control of Lender. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, subject to the terms set forth herein Account and in the other Loan Documents permitting disbursements from the same. All all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) Provided that no Event The insufficiency of Default shall have occurred and remain outstanding, on each Business Day during a Cash Management Trigger Event Period, all funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be applied in the following amounts separate and order of priority:independent, and not conditioned on any event or circumstance whatsoever. (ic) First, All funds sufficient to pay the next monthly on deposit to the Tax Funds in accordance with the terms and conditions of Section 6.2 hereof; (ii) Second, funds sufficient to pay the next monthly deposit to the Insurance Funds in accordance with the terms and conditions of Section 6.3 hereof; (iii) Third, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank in accordance with the Cash Management Agreement;Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (ivd) Fourth, funds sufficient to pay Borrower hereby agrees that Lender may modify the next Monthly Debt Service Payment Amount; (v) Fifth, funds sufficient to pay the next monthly deposit to the Capital Expenditure Funds in accordance with the terms and conditions of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above), late payment charges and any other amounts then due and payable under the Loan Documents; (viii) Eighth, funds sufficient to pay for Operating Expenses Cash Management Agreement for the applicable period incurred purpose of establishing additional sub-accounts in accordance connection with an Approved Annual Budget any payments otherwise required under this Agreement and as set forth in a request for payment submitted by Borrower the other Loan Documents and Lender shall provide notice thereof to Lender specifying the individual Operating Expenses in form and substance reasonably acceptable to Lender; (ix) Ninth, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any; (x) Tenth, during the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurred, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) shall be deposited into the Material Tenant Rollover Account in accordance with the terms and conditions of Section 6.13 hereofBorrower.

Cash Management Account. (a) During the term of the Loan, Borrower There shall establish be established and maintain maintained a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Bank Servicer in trust and for the benefit of Lender in accordance with the Cash Management Agreement. The Lender, which Cash Management Account shall be under the sole dominion and Control control of Lender. The Cash Management Account shall be entitled “Column Financial, Inc., its successors and/or assigns — Hard Rock Third Mezzanine Cash Management Account” or such other title as shall be reasonably acceptable to Lender and the bank holding the Cash Management Account. Each Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof, and will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, subject Account for application pursuant to the terms set forth herein of this Agreement and in the other Loan Documents permitting disbursements from the same. All and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by BorrowerBorrowers. (b) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (c) Provided that no Event of Default shall have occurred and remain outstanding, on each Business Day during a Cash Management Trigger Event Periodbe continuing, all funds on deposit in the Cash Management Account shall be applied in the following amounts and order of priority: (i) First, funds sufficient to pay the next monthly deposit to the Tax Funds by Lender in accordance with the terms of this Agreement (including, without limitation, Section 2.4.3 and conditions of Section 6.2 2.4.4 hereof; (ii) Second, funds sufficient to pay the next monthly deposit to the Insurance Funds in accordance with the terms and conditions of Section 6.3 hereof; (iii) Third, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank in accordance with the Cash Management Agreement; (iv) Fourth, funds sufficient to pay the next Monthly Debt Service Payment Amount; (v) Fifth, funds sufficient to pay the next monthly deposit to the Capital Expenditure Funds in accordance with the terms and conditions of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above), late payment charges and any other amounts then due and payable under the Loan Documents; (viii) Eighth, funds sufficient to pay for Operating Expenses for the applicable period incurred in accordance with an Approved Annual Budget and as set forth in a request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in form and substance reasonably acceptable to Lender; (ix) Ninth, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any; (x) Tenth, during the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurred, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) shall be deposited into the Material Tenant Rollover Account in accordance with the terms and conditions of Section 6.13 hereof.

Cash Management Account. (a) During the term of the Loan, Borrower and Maryland Owner shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Bank Agent in trust and for the benefit of Lender in accordance with the Cash Management Agreement. The Lender, which Cash Management Account shall be under the sole dominion and Control control of Lender. The Cash Management Account shall be entitled “Inland Western Coram Plaza, L.L.C., as Borrower, and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of December 1, 2009 – Cash Management Account”. Each of Borrower and Maryland Owner hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Neither Borrower nor Maryland Owner will in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, subject to the terms set forth herein Account and in the other Loan Documents permitting disbursements from the same. All all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by BorrowerBorrower and Maryland Owner. (b) Provided that no Event The insufficiency of Default shall have occurred and remain outstanding, on each Business Day during a Cash Management Trigger Event Period, all funds on deposit in the Cash Management Account shall be applied in not relieve Borrower from the following amounts obligation to make any payments, as and order of priority: (i) First, funds sufficient when due pursuant -47- to pay this Agreement and the next monthly deposit to the Tax Funds in accordance with the terms and conditions of Section 6.2 hereof; (ii) Second, funds sufficient to pay the next monthly deposit to the Insurance Funds in accordance with the terms and conditions of Section 6.3 hereof; (iii) Third, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank in accordance with the Cash Management Agreement; (iv) Fourth, funds sufficient to pay the next Monthly Debt Service Payment Amount; (v) Fifth, funds sufficient to pay the next monthly deposit to the Capital Expenditure Funds in accordance with the terms and conditions of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above), late payment charges and any other amounts then due and payable under the Loan Documents; (viii) Eighth, funds sufficient to pay for Operating Expenses for the applicable period incurred in accordance with an Approved Annual Budget and as set forth in a request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in form and substance reasonably acceptable to Lender; (ix) Ninth, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any; (x) Tenth, during the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurred, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) such obligations shall be deposited into the Material Tenant Rollover Account in accordance with the terms separate and conditions of Section 6.13 hereofindependent, and not conditioned on any event or circumstance whatsoever.

Cash Management Account. (a) During the term of the Loan, Borrower There shall establish be established and maintain maintained a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Bank Servicer in trust and for the benefit of Lender in accordance with the Cash Management Agreement. The Lender, which Cash Management Account shall be under the sole dominion and Control control of Lender. The Cash Management Account shall be entitled “Column Financial, Inc., its successors and/or assigns – Hard Rock Third Mezzanine Cash Management Account” or such other title as shall be reasonably acceptable to Lender and the bank holding the Cash Management Account. Each Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof, and will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, subject Account for application pursuant to the terms set forth herein of this Agreement and in the other Loan Documents permitting disbursements from the same. All and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by BorrowerBorrowers. (b) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (c) Provided that no Event of Default shall have occurred and remain outstanding, on each Business Day during a Cash Management Trigger Event Periodbe continuing, all funds on deposit in the Cash Management Account shall be applied in the following amounts and order of priority: (i) First, funds sufficient to pay the next monthly deposit to the Tax Funds by Lender in accordance with the terms of this Agreement (including, without limitation, Section 2.4.3 and conditions of Section 6.2 2.4.4 hereof; (ii) Second, funds sufficient to pay the next monthly deposit to the Insurance Funds in accordance with the terms and conditions of Section 6.3 hereof; (iii) Third, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank in accordance with the Cash Management Agreement; (iv) Fourth, funds sufficient to pay the next Monthly Debt Service Payment Amount; (v) Fifth, funds sufficient to pay the next monthly deposit to the Capital Expenditure Funds in accordance with the terms and conditions of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above), late payment charges and any other amounts then due and payable under the Loan Documents; (viii) Eighth, funds sufficient to pay for Operating Expenses for the applicable period incurred in accordance with an Approved Annual Budget and as set forth in a request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in form and substance reasonably acceptable to Lender; (ix) Ninth, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any; (x) Tenth, during the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurred, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) shall be deposited into the Material Tenant Rollover Account in accordance with the terms and conditions of Section 6.13 hereof.

Cash Management Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”") to be held by Cash Management Bank Lender or by Servicer in trust and for the benefit of Lender in accordance with the Cash Management Agreement. The Lender, which Cash Management Account shall be under the sole dominion and Control control of Lender. The Cash Management Account shall be entitled “Greenwich Capital Financial Products, Inc., as Lender, pursuant to the Amended and Restated Loan Agreement dated as of December 14, 2007 - Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, subject Account for application pursuant to the terms set forth herein of this Agreement and in the other Loan Documents permitting disbursements from the same. All and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) Provided that no Event of Default shall have occurred and remain outstandingbe continuing, on each Business Day during a Payment Date (or such other date as is expressly set forth in the Cash Management Trigger Event Period, Agreement) all funds on deposit in the Cash Management Account shall be applied by Lender to the payment of the following items in the following amounts and order of priorityindicated: (i) First, funds sufficient to pay only if Marriott Manager or an Approved Qualified Manager is not managing the next monthly deposit Property, payments to the Tax Funds Ground Lease Reserve Fund in accordance with the terms and conditions of Section 6.2 7.4 hereof; (ii) Second, funds sufficient to pay only if Marriott Manager or an Approved Qualified Manager is not managing the next monthly deposit Property, payments to the Tax and Insurance Funds Escrow Fund in accordance with the terms and conditions of Section 6.3 7.2 hereof; (iii) Third, funds sufficient to pay payment of the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank Monthly Debt Service Amount in accordance with the Cash Management Agreementterms and conditions hereof; (iv) Fourth, funds sufficient only if Marriott Manager or an Approved Qualified Manager is not managing the Property, payments to pay the next Monthly Debt Service Payment AmountReplacement Reserve Fund in accordance with the terms and conditions hereof; (v) Fifth, funds sufficient payment to pay the next monthly deposit to the Capital Expenditure Funds in accordance with the terms and conditions Lender of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above), late payment charges and any other amounts then due and payable under the Loan Documents; (viiivi) EighthSixth, funds only if Marriott Manager or an Approved Qualified Manager is not managing the Property, payment to Borrower of an amount sufficient to pay for the monthly Operating Expenses and Capital Expenditures pursuant to the applicable Approved Annual Budget; and (vii) Lastly, all amounts remaining in the Cash Management Account after the application of the amounts required for the applicable period incurred in accordance with an Approved Annual Budget and as payments set forth in a request for payment submitted by Borrower above shall be remitted as follows: (A) unless and until the Debt Service Coverage Ratio Threshold is achieved, the remainder to be disbursed to Lender specifying and deposited in the individual Operating Expenses in form Debt Service Reserve Account to be held and substance reasonably acceptable to Lender;applied as additional Debt Service Reserve Fund; or (ixB) Ninth, funds sufficient to pay for Extraordinary Expenses for from and after the applicable period approved by Lender, if any; (x) Tenth, during time the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurredProperty achieves the Debt Service Coverage Ratio Threshold, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) funds shall be deposited into disbursed to Borrower. (c) Subject to Section 2.5.3, the Material Tenant Rollover insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (d) All funds on deposit in accordance with the terms Cash Management Account following the occurrence and conditions during the continuance of Section 6.13 hereofan Event of Default may be applied by Lender in such order and priority as Lender shall determine.

Cash Management Account. (a) During the term of the Loan, Borrower Issuers shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Bank in trust and in favor of Trustee for the benefit of Lender in accordance with the Cash Management Agreement. The Noteholders, which Cash Management Account shall be under the sole dominion and Control control of LenderTrustee. Lender The Cash Management Account shall be entitled “LaSalle Bank National Association, as Trustee, pursuant to Note Indenture. dated as of December 17, 2004 - Cash Management Account.” Issuers hereby grant to Trustee for the benefit of Noteholders a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Trustee for the benefit of Noteholders a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-l Financing Statements and continuations thereof. Issuers will not in any way alter or modify the Cash Management Account and will notify Trustee of the account number thereof. Trustee and Servicer shall have the sole right to make withdrawals from the Cash Management Account, subject to the terms set forth herein Account and in the other Loan Documents permitting disbursements from the same. All all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) Provided that no Event of Default shall have occurred and remain outstanding, on each Business Day during a Cash Management Trigger Event Period, all Issuers. All funds on deposit in the Cash Management Account shall be applied in the following amounts and order of priority: (i) First, funds sufficient to pay the next monthly deposit to the Tax Funds in accordance with the terms and conditions of Section 6.2 hereof; (ii) Second, funds sufficient to pay the next monthly deposit to the Insurance Funds in accordance with the terms and conditions of Section 6.3 hereof; (iii) Third, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank in accordance with the Cash Management Agreement; (iv) Fourth. The insufficiency of funds on deposit in the Cash Management Account shall not relieve Issuers from the obligation to make any payments, funds sufficient to pay the next Monthly Debt Service Payment Amount; (v) Fifth, funds sufficient to pay the next monthly deposit as and when due pursuant to the Capital Expenditure Funds in accordance with Notes and the terms other Financing Documents, and conditions of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above), late payment charges and any other amounts then due and payable under the Loan Documents; (viii) Eighth, funds sufficient to pay for Operating Expenses for the applicable period incurred in accordance with an Approved Annual Budget and as set forth in a request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in form and substance reasonably acceptable to Lender; (ix) Ninth, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any; (x) Tenth, during the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurred, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) such obligations shall be deposited into the Material Tenant Rollover Account in accordance with the terms separate and conditions of Section 6.13 hereof.independent, and not conditioned on any event or circumstance

Cash Management Account. (a) During On or prior to the term of the LoanClosing Date, Borrower there shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Bank in trust and for the benefit of Lender in accordance with established the Cash Management Account pursuant to the Servicing and Collateral Account Agreement. The On the Closing Date $750,000 shall be transferred from the Borrower's Funds Account to the Cash Management Account (such amount may be increased to $5,000,000 when Advances of the Term B Loan and Term C Loan commence). The Borrower shall be under permitted from time to time to replace amounts drawn from the sole dominion and Control Cash Management Account net of Lender. Lender and Servicer interest earned by including a request to such effect in an Advance Request (which request shall have the sole right to make withdrawals include proof of payment of all amounts withdrawn from the Cash Management Account); provided, subject however, prior to the time that the Cash Management Account is funded from the Bank Proceeds Account or Term A Loan the amount to be replaced may include the face amount of checks which have been issued by the Borrower in accordance with this Section 2.3.4 but which have not yet been presented for payment. Subject to the provisions of Section 5.1 and the Servicing and Collateral Account Agreement, the Borrower shall be permitted from time to time to draw checks on and otherwise withdraw amounts on deposit in the Cash Management Account to pay due and payable Main Project Costs allocated to the Main Project in accordance with the terms hereof; provided, however, if the Cash Management Account is funded from the Bank Proceeds Account or Term A Loans, the Borrower shall only pay for Main Project Costs therefrom which are to be paid from the Loans or the Bank Proceeds Account as set forth herein in the Main Project Budget and in accordance with the other Loan Documents permitting disbursements from Credit Agreement. Except as set forth in the same. All costs and expenses for establishing and maintaining immediately preceding sentence, the deposit of funds into the Cash Management Account shall be paid by Borrower. (b) Provided that no Event of Default not create, vest in, or give the Borrower any rights to such funds and the Borrower shall have occurred no right to draw, obtain the release of or otherwise use such funds until (x) the requirements of Section 2.4.4 have been satisfied and remain outstanding(y) the conditions set forth in Sections 3.1 and 3.2, on each Business Day during a Cash Management Trigger Event Periodas the case may be, all have been satisfied or waived in writing in accordance with the terms thereof. On the Final Completion Date, funds on deposit remaining in the Cash Management Account shall be applied as provided in Section 2.8. All amounts deposited into the following amounts Cash Management Account may be invested in Overnight Funds and order in money market investments of priority: (i) First, funds sufficient to pay the next monthly deposit to the Tax Funds U.S. Bank National Association in accordance with Section 2.3.12 and the terms Servicing and conditions of Section 6.2 hereof; (ii) Second, funds sufficient to pay the next monthly deposit to the Insurance Funds in accordance with the terms and conditions of Section 6.3 hereof; (iii) Third, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank in accordance with the Cash Management Collateral Account Agreement; (iv) Fourth, funds sufficient to pay the next Monthly Debt Service Payment Amount; (v) Fifth, funds sufficient to pay the next monthly deposit to the Capital Expenditure Funds in accordance with the terms and conditions of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above), late payment charges and any other amounts then due and payable under the Loan Documents; (viii) Eighth, funds sufficient to pay for Operating Expenses for the applicable period incurred in accordance with an Approved Annual Budget and as set forth in a request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in form and substance reasonably acceptable to Lender; (ix) Ninth, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any; (x) Tenth, during the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurred, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) shall be deposited into the Material Tenant Rollover Account in accordance with the terms and conditions of Section 6.13 hereof.

Cash Management Account. (a) During a. Upon the term first occurrence of a Monetary Event of Default, the LoanCollateral Agent, Borrower on the Company’s behalf, shall establish and maintain a segregated Eligible Account account (the “Cash Management Account”) to be held by a bank selected by the Collateral Agent (“Cash Management Bank Bank”) in trust and for the benefit of Lender in accordance with the Cash Management Agreement. The Collateral Agent, which Cash Management Account shall be under the sole dominion and Control control of Lenderthe Collateral Agent. Lender The Company hereby grants to the Collateral Agent a first priority security interest in any Cash Management Account and Servicer all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of the Collateral Agent a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the Collateral Agent to file UCC-1 Financing Statements and continuations thereof. The Company will not in any way alter or modify the Cash Management Account. The Collateral Agent shall have the sole right to make withdrawals from the Cash Management Account, subject to the terms set forth herein Account in accordance with this Note and in the other Loan Documents permitting disbursements from the sameTransaction Documents. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrowerthe Company in accordance with this Note. (b) b. Provided that no Monetary Event of Default shall have occurred and remain outstandingis continuing, on each Business Day Interest Date during a the continuance of an Event of Default, Cash Management Trigger Event Period, Bank shall apply all funds on deposit in the Cash Management Account shall be applied in the following amounts and order of priority: (i) i. First, funds sufficient to pay the next monthly deposit to the Tax Funds in accordance with the terms and conditions of Section 6.2 hereof; (ii) Second, funds sufficient to pay the next monthly deposit to the Insurance Funds in accordance with the terms and conditions of Section 6.3 hereof; (iii) Third, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank in accordance with the Cash Management Agreement; (iv) Fourth, funds sufficient to pay the next Monthly Debt Service Payment Amount; (v) Fifth, funds sufficient to pay the next monthly deposit to the Capital Expenditure Funds in accordance with the terms and conditions of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above)Interest Rate, late payment charges Late Charges and any other amounts then due and payable under the Loan Documents; (viii) Eighth, funds sufficient Transaction Documents shall be disbursed to the Collateral Agent to pay for Operating Expenses for the applicable period incurred in accordance with an Approved Annual Budget such interest, Late Charges and as set forth in a request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in form and substance reasonably acceptable to Lendersuch other amounts; (ix) Ninth, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any; (x) Tenth, during the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurred, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) shall be deposited into the Material Tenant Rollover Account in accordance with the terms and conditions of Section 6.13 hereof.

Cash Management Account. (a) During the term of the Loan, Borrower There shall establish be established and maintain maintained a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Bank Servicer in trust and for the benefit of Lender in accordance with the Cash Management Agreement. The Lender, which Cash Management Account shall be under the sole dominion and Control control of Lender. The Cash Management Account shall be entitled “TriMont Real Estate Advisors, Inc. as Servicer for Vegas HR Limited Investor P&I Collection Account” or such other title as shall be reasonably acceptable to Lender and the bank holding the Cash Management Account. Each Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof, and will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, subject Account for application pursuant to the terms set forth herein of this Agreement and in the other Loan Documents permitting disbursements from the same. All and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by BorrowerBorrowers. (b) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (c) Provided that no Event of Default shall have occurred and remain outstanding, on each Business Day during a Cash Management Trigger Event Periodbe continuing, all funds on deposit in the Cash Management Account shall be applied in the following amounts and order of priority: (i) First, funds sufficient to pay the next monthly deposit to the Tax Funds by Lender in accordance with the terms of this Agreement (including, without limitation, Section 2.4.3 and conditions of Section 6.2 2.4.4 hereof; (ii) Second, funds sufficient to pay the next monthly deposit to the Insurance Funds in accordance with the terms and conditions of Section 6.3 hereof; (iii) Third, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank in accordance with the Cash Management Agreement; (iv) Fourth, funds sufficient to pay the next Monthly Debt Service Payment Amount; (v) Fifth, funds sufficient to pay the next monthly deposit to the Capital Expenditure Funds in accordance with the terms and conditions of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above), late payment charges and any other amounts then due and payable under the Loan Documents; (viii) Eighth, funds sufficient to pay for Operating Expenses for the applicable period incurred in accordance with an Approved Annual Budget and as set forth in a request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in form and substance reasonably acceptable to Lender; (ix) Ninth, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any; (x) Tenth, during the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurred, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) shall be deposited into the Material Tenant Rollover Account in accordance with the terms and conditions of Section 6.13 hereof.

Cash Management Account. (a) During the term of the LoanSimultaneously herewith, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to shall be held by Cash Management Bank established and maintained with Agent in trust and Borrower’s name for the benefit of Lender in accordance with the Cash Management Agreement. The Lender, which Cash Management Account shall be under the sole dominion and Control control of Lender. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, subject to the terms set forth herein Account and in the other Loan Documents permitting disbursements from the same. All all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) Provided that no Event The insufficiency of Default shall have occurred and remain outstanding, on each Business Day during a Cash Management Trigger Event Period, all funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be applied in the following amounts separate and order of priority:independent, and not conditioned on any event or circumstance whatsoever. (ic) First, All funds sufficient to pay the next monthly on deposit to the Tax Funds in accordance with the terms and conditions of Section 6.2 hereof; (ii) Second, funds sufficient to pay the next monthly deposit to the Insurance Funds in accordance with the terms and conditions of Section 6.3 hereof; (iii) Third, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable to Cash Management Bank in accordance with the Cash Management Agreement;Account following the occurrence of an Event of Default or any Bankruptcy Action of Borrower or Manager may be applied by Lender in such order and priority as Lender shall determine. (ivd) Fourth, funds sufficient to pay Borrower hereby agrees that Lender may modify the next Monthly Debt Service Payment Amount; (v) Fifth, funds sufficient to pay the next monthly deposit to the Capital Expenditure Funds in accordance with the terms and conditions of Section 6.4 hereof; (vi) Sixth, funds sufficient to pay the next monthly deposit to the Rollover Funds in accordance with the terms and conditions of Section 6.5 hereof; (vii) Seventh, funds sufficient to pay any interest accruing at the Default Rate (without duplication with clause (iv) above), late payment charges and any other amounts then due and payable under the Loan Documents; (viii) Eighth, funds sufficient to pay for Operating Expenses Cash Management Agreement for the applicable period incurred purpose of establishing additional sub-accounts in accordance connection with an Approved Annual Budget any payments otherwise required under this Agreement and as set forth in a request for payment submitted by Borrower the other Loan Documents and Lender shall provide notice thereof to Lender specifying the individual Operating Expenses in form and substance reasonably acceptable to Lender; (ix) Ninth, funds sufficient to pay for Extraordinary Expenses for the applicable period approved by Lender, if any; (x) Tenth, during the continuation of a Material Tenant Trigger Event with respect to which a Material Tenant Trigger Event Cure has not occurred, the remaining amount (the “Material Tenant Trigger Event Excess Cash Flow”) shall be deposited into the Material Tenant Rollover Account in accordance with the terms and conditions of Section 6.13 hereofBorrower.