Common use of Special Procedures for Unpaid Contractors Clause in Contracts

Special Procedures for Unpaid Contractors. Notwithstanding Section 2.6.1 above, the Company agrees that the Disbursement Agent may make Advances and transfer any or all sums in the Disbursement Account directly into the account of any Contractor for amounts due and owing to such Contractor under the relevant Contract, or any other Subcontractors in payment of amounts due and owing to such parties from the Company without further authorization from the Company and the Company hereby constitutes and appoints the Disbursement Agent its true and lawful attorney-in-fact to make such direct payments and this power of attorney shall be deemed to be a power coupled with an interest and shall be irrevocable; provided that, except upon the occurrence and continuation of an Event of Default, the Disbursement Agent shall not exercise its rights under this power of attorney except to make payments (a) as directed by the Company pursuant to an Advance Request and otherwise as permitted by Section 2.6.1 or (b) which the Disbursement Agent reasonably believes, if not promptly made, are reasonably likely to have a Material Adverse Effect. No further direction or authorization from the Company shall be necessary to warrant or permit the Disbursement Agent to make such Advances in accordance with the foregoing sentence and, to the extent funds in the Disbursement Account are not sufficient to make such Advances, the Disbursement Agent shall withdraw the shortfall from the Company's Funds Account, the Second Mortgage Notes Proceeds Account, the Bank Proceeds Account and/or the FF&E Proceeds Account in accordance with Section 2.5.2 and transfer sufficient funds to the Collection Account and thereafter to the Disbursement Account as needed to make such Advances.

Special Procedures for Unpaid Contractors. Notwithstanding Section 2.6.1 above, the Company agrees that the Disbursement Agent may make Advances and transfer any or all sums in the Disbursement Account (and in the case of amounts owing to Contractors allocable to the FF&E Component, in the FF&E Proceeds Account) directly into the account of any Contractor for amounts due and owing to such Contractor under the relevant Contract, or any other Subcontractors in payment of amounts due and owing to such parties from the Company without further authorization from the Company and the Company hereby constitutes and appoints the Disbursement Agent its true and lawful attorney-in-fact to make such direct payments and this power of attorney shall be deemed to be a power coupled with an interest and shall be irrevocable; provided that, except upon the occurrence and continuation of an Event of Default, the Disbursement Agent shall not exercise its rights under this power of attorney except to make payments (a) as directed by the Company pursuant to an Advance Request and otherwise as permitted by Section 2.6.1 or (b) which the Disbursement Agent reasonably believes, if not promptly made, are reasonably likely to have a Material Adverse Effect. No further direction or authorization from the Company shall be necessary to warrant or permit the Disbursement Agent to make such Advances in accordance with the foregoing sentence and, to the extent funds in the Disbursement Account (and in the case of amounts owing to Contractors allocable to the FF&E Component, in the FF&E Proceeds Account) are not sufficient to make such Advances, the Disbursement Agent shall withdraw the shortfall from the Company's Funds Account, the Second Mortgage Notes Proceeds Account, the Bank Proceeds Account and/or the FF&E Bank Proceeds Account in accordance with Section Sections 2.5.1 and/or 2.5.2 and transfer sufficient funds to the Collection Account and thereafter to the Disbursement Account as needed to make such Advances.