Common use of Revenues Clause in Contracts

Revenues. Guest, convention, room, food, beverage, and all other -------- charges and revenues for services rendered and the operation of all departments of the Hotel, including, but not limited to, advance payments under booking agreements for rooms, facilities and services of the Hotel and any other revenues, provided, however, that food, room service and restaurant revenue shall be apportioned as of the closing of dinner service hours at each restaurant on the evening preceding the Closing Date, and bar revenues shall be read, measured (and tapes preserved) and apportioned as of 2:00 A.M. on the Closing Date and provided further that room rental receipts for the night before Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. All cash, checks, and other funds, and all other notes, security and other evidence of indebtedness located at the Hotel on the Closing Date and balances on deposit to the credit of Seller with banking institutions are and shall remain the property of Seller and are not included in this sale except for the cash and equivalents to be purchased by Purchaser at par. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller as of the Closing Date ("Seller's Receivables") to the extent received by Purchaser on behalf of Seller for a period of 90 days after the Closing Date (the "Collection Period"). Any monies of Seller received by Purchaser shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reduction. Seller shall, upon request, be provided with reasonable evidence and documentation as to Purchaser's determination and collection of Seller's Receivables. Purchaser shall not be obligated to commence any actions or proceedings to collect any of the Seller's Receivables. If, at the expiration of the Collection Period any of Seller's Receivables to be collected by Purchaser have not been collected, Purchaser shall have no further obligation to collect Seller's Receivables, but shall transfer the balance of Seller's Receivables to Seller for collection;

Revenues. GuestAll rentals, convention, room, food, beverage, receipts and all other -------- charges and revenues for services rendered and the operation of all departments of the Hotel, (including, but not limited to, advance payments under booking agreements reimbursements for roomsProperty Expenses, facilities common area maintenance, real and services of personal property taxes, insurance and other operating expense reimbursements, if applicable, but excluding percentage rent, if applicable) (collectively, the Hotel and any other revenues“Revenues”), provided, however, that food, room service and restaurant revenue shall be apportioned billed to Tenants by Seller as of the closing of dinner service hours at each restaurant on Closing, but which are properly allocable to the evening preceding period after the Closing Proration Date, and bar revenues shall be read, measured (and tapes preserved) and apportioned as of 2:00 A.M. on the Closing Date and provided further that room rental receipts for the night before Closing shall be apportioned fifty percent (50%) credited to Seller and fifty percent (50%) to Purchaser. All cash, checks, and other funds, and all other notes, security and other evidence of indebtedness located Buyer at the Hotel on Closing. To the Closing Date and balances on deposit extent there are any Revenues owing to the credit of Seller with banking institutions are and shall remain the property of Seller and are not included in this sale except for the cash and equivalents to be purchased by Purchaser at par. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller as of the Closing Date ("Seller's Receivables") which relate to periods of time prior to the extent received Proration Date, but which have not actually been collected by Purchaser on behalf Seller as of Seller for a period of 90 days after the Closing Date (the "Collection Period"“Delinquent Revenues”). Any monies of Seller received by Purchaser shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reduction. Seller shall, upon request, be provided with reasonable evidence and documentation as to Purchaser's determination and collection of Seller's Receivables. Purchaser Buyer shall not be obligated to commence pay to Seller (or give Seller a credit for), the amount of such Delinquent Revenues on the Closing. All Revenues which are received by Seller or Buyer subsequent to the Closing Date shall be applied: first, to amounts due to Buyer; and second, to Delinquent Revenues due to Seller. Seller and Buyer hereby agree to promptly remit to the other the amount of any actions or proceedings Revenues received and owing to each other pursuant to the provisions of this Section 11.2(a)(i). Notwithstanding any provision of this Section 11.2 to the contrary, Seller retains its rights to recover Delinquent Revenues, including, without limitation, the right to collect any (provided, however, Seller shall not have the right to file and maintain a lawsuit or other legal proceeding against a delinquent Tenant or evict a delinquent Tenant) the same from delinquent Tenants and/or third parties responsible for payment of such Delinquent Revenues. Buyer, at no cost and expense to Buyer, shall use commercially reasonable efforts (provided such commercially reasonable efforts shall not include an obligation to file and maintain a lawsuit or other legal proceeding against a delinquent Tenant or other third party or to evict a delinquent Tenant) to enforce the provisions of the Seller's Receivables. If, at Leases which require the expiration of the Collection Period any of Seller's Receivables Tenants to be collected by Purchaser have not been collected, Purchaser shall have no further obligation to collect Seller's Receivables, but shall transfer the balance of Seller's Receivables pay to Seller for collection;such Delinquent Revenues.

Revenues. GuestRent, conventionpercentage rent and reimbursements for real estate tax charges, roomcommon area maintenance charges, foodinsurance premiums, beverage, utilities and all other -------- lease charges and revenues for services rendered and the operation of all departments of the Hotel, including, but not limited to, advance payments under booking agreements for rooms, facilities and services of the Hotel and any other revenues, provided, however, that food, room service and restaurant revenue shall be apportioned accounted for and prorated as follows: except as otherwise provided in this Agreement, Buyer shall be entitled to all rents, percentage rent, miscellaneous income and reimbursements for real estate tax charges, common area maintenance charges, insurance premiums, utilities and other lease charges paid as of the closing date of dinner service hours at each restaurant Closing and attributable to the period on and after the evening preceding the Closing DateClosing, and bar revenues Seller shall be readentitled to all such items, measured (if any, relating to the period prior to the Closing. At Closing, Seller shall credit Buyer in an amount equal such prorated rent and tapes preserved) and apportioned as reimbursements paid through the end of 2:00 A.M. on the month in which Closing Date and provided further that room rental receipts for occurs. Any amounts received after Closing from tenants under Leases by Seller or Buyer attributable to the night before month of Closing shall be apportioned fifty percent prorated and the amount due the other party shall be remitted to that party within ten (5010) days following receipt thereof. Within one hundred twenty (120) days following the end of the calendar year 2010, Seller shall determine (the “2010 Reconciliation”) the sums, if any, which are payable by tenants under Leases or by the owners or occupants of any outparcels (“CAM Parties”) for maintenance expenses, operating expenses, insurance and taxes (“CAM”) for calendar year 2010. Upon receipt, the annual reimbursements due from tenants shall be applied and remitted based upon a Buyer and Seller percentage that is in the same proportion as the actual CAM expenses paid by each. For example, if Seller’s actual CAM expenses were $800 and Buyer’s actual CAM expenses were $200, then Seller’s percentage would be 80% and Buyer’s percentage would be 20%. From said amounts, the prorated monthly deposits actually received from CAM Parties by Seller and Buyer for calendar year 2010 shall be subtracted from the Buyer and Seller amounts calculated in the preceding two sentences. If the 2010 Reconciliation shows that the CAM Parties are owed a refund of CAM by Seller, such amount owed shall be paid to Buyer within thirty (30) days of receipt or preparation of the 2010 Reconciliation worksheet(s) detailing the calculation of same. If the 2010 Reconciliation shows that CAM Parties owe additional CAM charges to Seller, Buyer shall provide the 2010 Reconciliation worksheet(s) within ten (10) business days of receipt or preparation of the 2010 Reconciliation to the tenants and shall be responsible for collecting such additional CAM charges and shall pay to Seller and fifty percent within thirty (50%30) to Purchaserdays any such amounts collected by Buyer. All cash, checks, and other funds, and all other notes, security and other evidence of indebtedness located at the Hotel on If the Closing Date occurs in 2011, then within one hundred twenty (120) days following the end of the calendar year 2011, Buyer shall determine (the “2011 Reconciliation”) the sums, if any, which are payable by CAM Parties for CAM for calendar year 2011 and balances on deposit the procedures described in this paragraph shall also apply to the credit of Seller with banking institutions are and shall remain the property of Seller and are not included in this sale except for the cash and equivalents to be purchased by Purchaser at par. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller as of the Closing Date ("Seller's Receivables") to the extent received by Purchaser on behalf of Seller for a period of 90 days after the Closing Date (the "Collection Period"). Any monies of Seller received by Purchaser shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reduction. Seller shall, upon request, be provided with reasonable evidence and documentation as to Purchaser's determination and collection of Seller's Receivables. Purchaser shall not be obligated to commence any actions or proceedings to collect any of the Seller's Receivables. If, at the expiration of the Collection Period any of Seller's Receivables to be collected by Purchaser have not been collected, Purchaser shall have no further obligation to collect Seller's Receivables, but shall transfer the balance of Seller's Receivables to Seller for collection;2011 Reconciliation.

Revenues. Guest, convention, room, food, beverage, and all other -------- charges and revenues for services rendered and the operation of all departments of the Hotel, including, but not limited to, advance payments under booking agreements for rooms, facilities and services of the Hotel and any other revenues, as and when collected, provided, however, that (x) food, room service and restaurant revenue shall be apportioned as of the closing of dinner service hours at each restaurant on the evening preceding the Closing Date, and bar revenues shall be read, measured (and tapes preserved) and apportioned as of 2:00 A.M. on the Closing Date and provided further that room rental receipts for the night before Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. All Purchaser (less a charge of $4.50 per occupied room which shall be credited to Purchaser representing 50% of the agreed upon cost of cleaning such occupied rooms), (y) all cash, checks, and other funds, and all other notes, security and other evidence of indebtedness located at the Hotel on the Closing Date and balances on deposit to the credit of Seller with banking institutions are and shall remain the property of Seller and are not included in this sale except for the cash Cash and equivalents Equivalents to be purchased by Purchaser at parpar to the extent not required to fully credit Purchaser with all closing prorations in its favor. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller as of the Closing Date ("Seller's ReceivablesSELLER'S RECEIVABLES") to the extent received will be collected by Purchaser on behalf -------------------- of Seller for a period of 90 180 days after the Closing Date (the "COLLECTION ---------- PERIOD") for a fee of three percent (3%) of the amounts collected. Purchaser ------ shall undertake its customary collection efforts to collect Seller's Receivables during the Collection Period"). Any Period and any monies of Seller received by Purchaser and owed to Seller shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reduction. Purchaser, less a three ---- percent (3%) administrative fee to be paid by Seller shall, upon request, be provided with reasonable evidence and documentation as to Purchaser's determination and collection of Seller's Receivablesmanagement company to the extent not required to fully credit Purchaser with all closing prorations in its favor. Purchaser shall not be obligated to commence any actions or proceedings to collect any of the Seller's Receivables. If, at the expiration of the Collection Period any of Seller's Receivables to be collected by Purchaser have not been collected, Purchaser shall have no be entitled to retain same as a further obligation to collect Seller's Receivables, but shall transfer consideration for its collection efforts during the balance of Seller's Receivables to Seller for collection;Collection Period.

Revenues. GuestAll rentals, convention, room, food, beverage, receipts and all other -------- charges and revenues for services rendered and the operation of all departments of the Hotel, (including, but not limited to, advance payments reimbursements for Property Expenses, common area maintenance, real and personal property taxes, insurance and other amounts that are reimbursable by the Tenants under booking agreements for roomsthe Leases and/or Temporary Occupants under the License Agreements, facilities and services of but excluding percentage rent, if applicable) (collectively, the Hotel and any other revenues“Revenues”), provided, however, that food, room service and restaurant revenue shall be apportioned received by each Seller as of the closing of dinner service hours at each restaurant on Closing, but which are properly allocable to the evening preceding period after the Closing Proration Date, and bar revenues shall be read, measured (and tapes preserved) and apportioned as of 2:00 A.M. on the Closing Date and provided further that room rental receipts for the night before Closing shall be apportioned fifty percent (50%) credited to Seller and fifty percent (50%) to Purchaser. All cash, checks, and other funds, and all other notes, security and other evidence of indebtedness located Buyer at the Hotel on Closing. To the Closing Date and balances on deposit extent there are any Revenues owing to the credit of Seller with banking institutions are and shall remain the property of Seller and are not included in this sale except for the cash and equivalents to be purchased by Purchaser at par. The balance due on the city ledger and guest ledger and all other accounts receivable of any Seller as of the Closing Date ("Seller's Receivables") which relate to periods of time prior to the extent received Proration Date, but which have not actually been collected by Purchaser on behalf such Seller as of Seller for a period of 90 days after the Closing Date (the "Collection Period"including any such amounts that are not yet payable by such Tenants and are payable after Closing, including, without limitation, payments for Taxes) (“Delinquent Revenues”). Any monies of Seller received by Purchaser shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reduction. Seller shall, upon request, be provided with reasonable evidence and documentation as to Purchaser's determination and collection of Seller's Receivables. Purchaser Buyer shall not be obligated to commence pay to such Seller (or give Seller a credit for), the amount of such Delinquent Revenues on the Closing. All Revenues which are received by any actions Seller or proceedings Buyer subsequent to the Closing Date shall be applied: first, to amounts due to Buyer; and second, to Delinquent Revenues due to such Seller; provided, however, in the event that Buyer receives any Revenues that are expressly designated as payments or reimbursements for Taxes allocable (in whole or in part) to the period of time prior to the Proration Date, Buyer shall not be entitled to allocate any such payments for Taxes to any other delinquencies of such Tenants under the Leases before first paying to Sellers any allocated share of such Taxes that is owed to Sellers in full. Each Seller and Buyer hereby agree to promptly remit to the other the amount of any Revenues received and owing to each other pursuant to the provisions of this Section 11.2(a)(i). Notwithstanding any provision in this Section 11.2 to the contrary, each Seller retains its rights to recover Delinquent Revenues, including, without limitation, the right to collect (without eviction) the same from the Tenants, Temporary Occupants and/or third parties responsible for payment of such Delinquent Revenues. Subject to the terms contained herein and provided that Seller provides Buyer with the appropriate documentation, after Closing Buyer shall send invoices to the Tenants, Temporary Occupants and/or the third parties responsible for payment of any Delinquent Revenues not collected as of the Closing Date on such Seller's Receivables. If’s behalf and shall tender the same to such Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein), at the expiration of the Collection Period any of Seller's Receivables to be collected by Purchaser have not been collected, Purchaser provided Buyer shall have no further obligation obligations with respect to collect Seller's Receivablesthe collection of such amounts from the Tenants, but shall transfer the balance of Seller's Receivables to Seller Temporary Occupants, and/or third parties responsible for collection;payment.

Revenues. GuestAll rents, conventionreimbursements, roomincome, foodrevenue and other charges pertaining to the Lease or otherwise with respect to the Property (collectively, beverage"Revenues") actually collected by Seller on or prior to the Closing (including prepaid Revenues but excluding Security Deposit) shall be prorated such that Seller shall be entitled to all such Revenues accruing up to and including the day prior to the Closing, and Buyer shall be entitled to all other -------- charges such Revenues for the date of Closing and revenues for services rendered and the operation of all departments periods thereafter. However, there shall be no adjustment of the Hotel, including, amount of funds to be delivered by Buyer at the Closing for Revenues from the Property which are attributable to the periods prior to and including the day prior to the Closing but which have not limited to, advance payments under booking agreements for rooms, facilities and services actually been collected by Seller as of the Hotel date of Closing (hereinafter called the "Delinquent Revenues"), although Seller shall be entitled to receive all such Delinquent Revenues as provided Buyer or Seller receives rents (or other tenant charges) on or after the Closing Date, such payments shall be applied (i) first to any Revenues due Buyer; (ii) second to any Delinquent Revenues not theretofore received by Seller for the Lease or other particular revenue source and (iii) then to the earliest months for which Revenue remains unpaid for such Lease or revenue source, as the case may be. Buyer agrees to use commercially reasonable efforts to collect on behalf of Seller all Delinquent Revenues without any additional cost or expense to Buyer. Any Delinquent Revenues (including any Revenues allocated to Delinquent Revenues, as provided hereinabove) collected by Buyer after Closing shall be forthwith paid by Buyer to Seller (or from Seller to Buyer, as appropriate) as set forth in this Section 4.5.3. Notwithstanding any provision of this Agreement to the contrary, Seller shall be entitled to collect all Revenues which became due prior to the Closing from the Tenant or any guarantors or other revenuesthird parties responsible for the payment of such Revenues, provided, however, that foodafter the Closing, room service and restaurant revenue Seller shall not be apportioned as of entitled to pursue eviction proceedings or other actions to dispossess Tenant or any other litigation in connection with any such collection efforts. Notwithstanding the closing of dinner service hours at each restaurant on the evening preceding the Closing Date, and bar revenues shall be read, measured (and tapes preserved) and apportioned as of 2:00 A.M. on the Closing Date and provided further that room rental receipts for the night before Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. All cash, checks, and other funds, and all other notes, security and other evidence of indebtedness located at the Hotel on the Closing Date and balances on deposit foregoing provisions to the credit of Seller with banking institutions are and shall remain the property of Seller and are not included in this sale except for the cash and equivalents to be purchased by Purchaser at par. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller as of the Closing Date ("Seller's Receivables") contrary, to the extent received taxes, utilities and any other expenses accruing with respect to the Property are paid by Purchaser on behalf Tenant to the landlord pursuant to the terms of the Lease ("Tenant Expenses"), any refund of any Tenant Expenses to which a Tenant may be entitled as a result of overpayment shall be the responsibility of Seller for a period of 90 days after the Closing Date (the "Collection Period"). Any monies of Seller or Buyer, whichever received by Purchaser shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reductionsuch overpayment. Seller shall, upon request, be provided with reasonable evidence and documentation as to Purchaser's determination and collection of Seller's Receivables. Purchaser shall not be obligated to commence responsible for any actions or proceedings to collect any underpayment by a Tenant of the Seller's ReceivablesTenant Expenses. If, at the expiration of the Collection Period any of Seller's Receivables to be collected by Purchaser have not been collected, Purchaser shall have no further obligation to collect Seller's Receivables, but shall transfer the balance of Seller's Receivables to Seller for collection;3990 Bxxxxxx -10- Purchase and Sale Agreement

Revenues. Guest, convention, room, food, beverage, and all -------- other -------- charges and revenues for services rendered and the operation of all departments of the Hotel, including, but not limited to, advance payments under booking agreements for rooms, facilities and services of the Hotel and any other revenues, as and when collected, provided, however, that food, room service and restaurant revenue shall be apportioned as of the closing of dinner service hours at each restaurant on the evening preceding the Closing Date, and bar revenues shall be read, measured (and tapes preserved) and apportioned as of 2:00 A.M. on the Closing Date and provided further that room rental receipts for through the night before Closing shall be apportioned fifty percent (50%) to Seller Purchaser and fifty percent (50%) to PurchaserSeller. All cash, checks, checks and other funds, and all other notes, security and other evidence of indebtedness located at the Hotel on the Closing Date Date, and balances on deposit to the credit of Seller the Sellers or the Partnership with banking institutions institutions, are and shall remain the property of Seller the Sellers and are not included in this sale sale, except for the cash Cash and equivalents Equivalents to be purchased by Purchaser at par. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller the Partnership as of the Closing Date ("Seller's Sellers' Receivables") to the extent received will be collected by Purchaser on behalf of Seller for a period of 90 180 days after the Closing Date (the "Collection Period")) for a fee of three percent (3%) of the amounts collected. Any Purchaser shall undertake its customary collection efforts to collect Sellers' Receivables during the Collection Period and any monies of Seller received by Purchaser and owed to Seller shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reduction. Seller shallPurchaser, upon request, less a three percent (3%) ---- administrative fee to be provided with reasonable evidence and documentation as paid by Sellers to Purchaser's determination and collection of Seller's Receivablesmanagement company. Purchaser shall not be obligated to commence any actions or proceedings to collect any of the Seller's Sellers' Receivables. If, at the expiration of the Collection Period any of Seller's Sellers' Receivables to be collected by Purchaser have not been collected, Purchaser shall have no further obligation to collect Seller's the Sellers' Receivables, but shall transfer the balance of Seller's Sellers' Receivables to Seller for collection;

Revenues. GuestThe definition of “Revenues” must exclude all categories of payments to the Authority for its own benefit, conventionsuch as “Additional Payments.” Exception from Pledge and Assignment by Authority to Trustee of its rights in the Loan Agreement : (except for (i) the right to receive any Administrative Fees and Expenses to the extent payable to the Authority, room(ii) any rights of the Authority to be indemnified, foodheld harmless and defended and rights to inspection and to receive notices, beveragecertificates and opinions, (iii) express rights to give approvals, consents or waivers, and (iv) the obligation of the Borrower to make deposits pursuant to the Tax Certificate) Notice of Redemption : Confirm that the Trustee is required to give copy of notice of redemption (other than scheduled sinking fund redemption) of the Bonds to the Authority. Authority’s non-obligation to enforce rights under Bond Indenture and Loan Agreement : Add the following in the remedies upon default section of the Bond Indenture: Notwithstanding anything to the contrary in this Bond Indenture, the Authority shall have no obligation to and instead the Trustee may, without further direction from the Authority, take any and all steps, actions and proceedings, to enforce any or all rights of the Authority (other -------- charges and revenues for services rendered than those specifically retained by the Authority pursuant to this Bond Indenture) under this Bond Indenture and the operation of all departments of the HotelLoan Agreement [and Obligation No. __], including, without limitation, the rights to enforce the remedies upon the occurrence and continuation of an Event of Default and the obligations of the Borrower under the Loan Agreement. Defeasance : Confirm that the following language is added to the defeasance language in the Bond Indenture: “provided further that, prior to the Trustee paying over, transferring, assigning or delivering to the Borrower such moneys, securities or other property, all Administrative Fees and Expenses and any indemnification owed the Authority shall have been paid.” Liability of Authority Limited to Revenues : The Bonds shall not be deemed to constitute a debt or liability of the State of California or of any political subdivision thereof other than the Authority or a pledge of the faith and credit of the State of California or of any political subdivision thereof, but shall be payable solely from the funds herein provided. Neither the State of California nor the Authority shall be obligated to pay the principal [or the purchase price] of the Bonds or the premium, if any, or the interest thereon except from Revenues and the other assets pledged hereunder and neither the faith and credit nor the taxing power of the State of California or of any political subdivision thereof is pledged to the payment of the principal [or the purchase price] of or the premium, if any, or the interest on the Bonds. The issuance of the Bonds shall not limited directly or indirectly or contingently obligate the State of California or any political subdivision thereof to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment. The Authority has no taxing power. Notwithstanding anything in this Bond Indenture or in the Bonds contained, the Authority shall have no pecuniary liability under this Bond Indenture except that which can be satisfied from Revenues and the other assets pledged hereunder, and the Authority shall not be required to advance any moneys derived from any source other than Revenues and the other assets pledged hereunder for any of the purposes in this Bond Indenture mentioned, whether for the payment of the principal [or purchase price] of or the premium, if any, or the interest on the Bonds or for any other purpose of this Bond Indenture. Nevertheless, the Authority may, but shall not be required to, advance payments under booking agreements for rooms, facilities and services of the Hotel and any other revenues, provided, however, that food, room service and restaurant revenue shall be apportioned as of the closing of dinner service hours at each restaurant on the evening preceding the Closing Date, and bar revenues shall be read, measured (and tapes preserved) and apportioned as of 2:00 A.M. on the Closing Date and provided further that room rental receipts for the night before Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. All cash, checks, and other funds, and all other notes, security and other evidence of indebtedness located at the Hotel on the Closing Date and balances on deposit to the credit of Seller with banking institutions are and shall remain the property of Seller and are not included in this sale except for the cash and equivalents to be purchased by Purchaser at par. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller as of the Closing Date ("Seller's Receivables") to the extent received by Purchaser on behalf of Seller for a period of 90 days after the Closing Date (the "Collection Period"). Any monies of Seller received by Purchaser shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reduction. Seller shall, upon request, be provided with reasonable evidence and documentation as to Purchaser's determination and collection of Seller's Receivables. Purchaser shall not be obligated to commence any actions or proceedings to collect any of the Seller's Receivables. If, at the expiration purposes hereof any funds of the Collection Period any of Seller's Receivables Authority which may be made available to be collected by Purchaser have not been collected, Purchaser shall have no further obligation to collect Seller's Receivables, but shall transfer the balance of Seller's Receivables to Seller it for collection;such purposes.

Revenues. Guest, convention, room, food, beverage, and all other -------- charges and revenues for services rendered and By the operation of all departments terms of the Hotelvarious Mortgages, including, but not limited to, advance payments under booking agreements for rooms, facilities and services of the Hotel and any other revenues, provided, however, that food, room service and restaurant revenue shall certain Grantors may be apportioned as of the closing of dinner service hours at each restaurant on the evening preceding the Closing Date, and bar revenues shall be read, measured (and tapes preserved) and apportioned as of 2:00 A.M. on the Closing Date and provided further that room rental receipts for the night before Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. All cash, checks, and other funds, and all other notes, security and other evidence of indebtedness located at the Hotel on the Closing Date and balances on deposit assigning to the credit of Seller with banking institutions are and shall remain the property of Seller and are not included in this sale except for the cash and equivalents to be purchased by Purchaser at par. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller as of the Closing Date ("Seller's Receivables") to the extent received by Purchaser on behalf of Seller for a period of 90 days after the Closing Date (the "Collection Period"). Any monies of Seller received by Purchaser shall be held in trust by Purchaser Collateral Agent, for the benefit of Seller the Lender Parties, all of the “Revenues” (as defined therein) accruing to the property covered thereby. Notwithstanding any such assignments, so long as no Event of Default has occurred and is continuing, (a) such Grantors may continue to receive and collect from the payors of such Revenues all such Revenues, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified, and free and clear of such Liens, use the proceeds of the Revenues, (b) the Collateral Agent will not notify the obligors of such Revenues or take any other action to cause proceeds thereof to be remitted to Seller promptly after receipt the Collateral Agent and (c) the Collateral Agent will not revoke the “License” (as defined in the Mortgage). Upon the occurrence of a Event of Default, the Collateral Agent may revoke the License and exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Revenues then held by such Grantors or to receive directly from the payors of such Revenues all other Revenues until such time as such Event of Default is no longer continuing. If the Collateral Agent shall receive any Revenue proceeds from any payor at any time other than during the continuance of a Event of Default, then it shall notify Grantor thereof by Purchaser without offset or reduction. Seller and (a) upon request and pursuant to the instructions of Grantor, it shall, upon requestif no Event of Default is then continuing, be provided with reasonable evidence remit such proceeds to Grantor and documentation as (b) at the request and expense of the Borrower, execute and deliver a letter to Purchaser's determination such payors confirming Grantor’s right to receive and collection of Seller's Receivablescollect Revenues until otherwise notified by the Collateral Agent. Purchaser In no case shall not be obligated to commence any actions failure, whether purposed or proceedings inadvertent, by the Collateral Agent to collect directly any such Revenues constitute in any way a waiver, remission or release of any of its rights under the Seller's Receivables. IfSecurity Documents, at nor shall any release of any Revenues by the expiration Collateral Agent to such Grantors constitute a waiver, remission, or release of any other Revenues or of any rights of the Collection Period any of Seller's Receivables to be collected by Purchaser have not been collected, Purchaser shall have no further obligation Collateral Agent to collect Seller's Receivables, but shall transfer the balance of Seller's Receivables to Seller for collection;other Revenues thereafter.