Common use of Cash Management System Clause in Contracts

Cash Management System. Landlord directs Tenant and Tenant acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and to cause Management Parties to deposit, all Receipts from the operation of the Leased Property and the Hotels into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord hereby expressly authorizes Tenant to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant into the Cash Management System and (b) the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such funds deposited into any other subaccount thereunder for the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the Lease, shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment of rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management System.” (i) Section 11.6 of the Original Lease Agreement is hereby amended and restated in its entirety as follows:

Cash Management System. Landlord directs Tenant and Tenant acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and to cause Management Parties Manager to deposit, all Receipts from the operation of the Leased Property and the Hotels into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord hereby expressly authorizes Tenant to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant into the Cash Management System and (b) the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such funds deposited into any other subaccount thereunder for the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the Lease, shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment of rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management System.” (ij) Section 11.6 of the Original Lease Agreement is hereby amended and restated in its entirety as follows:

Cash Management System. Landlord Lessor directs Tenant Lessee and Tenant Lessee acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and deposited all Gross Revenue (less any amounts any Manager is entitled to cause withhold pursuant to the terms of the Management Parties Agreement relating to deposit, all Receipts any Facility) from the operation of the Leased Property and the Hotels Facilities into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord For purposes of this Section 6.03 only, the term "GROSS REVENUES" shall be deemed to include (a) proceeds of insurance and condemnation, (b) judgments and awards and (c) items constituting "allowances" under the Uniform System. Lessor hereby expressly authorizes Tenant Lessee to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, including amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts funds deposited by or on behalf of Tenant Lessee into the Cash Management System and (b) the sum of less (i) any such funds deposited into the FF&E Reserve Account, the operating expense subaccount and or the ground lease extraordinary expense subaccount thereunder on account of the Leased Property, plus and (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such funds deposited into any other the remainder subaccount thereunder for (the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the Lease"MONTHLY DEPOSIT CREDIT"), shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), Rent owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant Lessee for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant Lessee for any given month (the “Excess Monthly Deposit Credit”"EXCESS MONTHLY DEPOSIT CREDIT"), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Base Rate until paid or otherwise satisfied by Landlord Lessor or applied as payment of rent in future periods; provided, however, that Tenant Lessee hereby waives its Lessee's right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord Lessor until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents Documents. Notwithstanding anything contained herein to the contrary, Excess Monthly Deposit Credits shall, upon their creation, be applied first, to reduce and satisfy any Accrued Rent and all accrued and unpaid interest thereon, until all Accrued Rent has been satisfied in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management Systemfull.” (i) Section 11.6 of the Original Lease Agreement is hereby amended and restated in its entirety as follows:

Cash Management System. Landlord directs Tenant (a) On or before January 4, 2008, the Loan Parties shall establish one or more bank accounts (“Lock Box Accounts”) under the exclusive control of the Administrative Agent, into which there shall be deposited from time to time the cash proceeds of all account debts received by the Loan Parties. All right, title and Tenant acknowledges interest in and agrees, pursuant to the terms cash amounts on deposit from time to time in the Lock Box Accounts shall vest in the Administrative Agent, shall constitute part of the Cash Management Agreement, to deposit or cause to be deposited, and to cause Management Parties to deposit, all Receipts from the operation of the Leased Property and the Hotels into the Cash Management System so long as any amounts Collateral under the Loan are outstanding. Landlord hereby expressly authorizes Tenant to receive any Documents and all amounts released by Lender from shall not constitute repayment of the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant into the Cash Management System and Loans until applied thereto as hereinafter provided. (b) Each Loan Party shall promptly instruct all account debtors and other Persons obligated to the sum Loan Parties in respect of account debts to make all payments in respect thereof, and shall use its commercially reasonable efforts to cause such account debtors and other Persons to remit all such payments directly, to the Lock Box Accounts (iif paid by wire transfer) or, if required by the Administrative Agent, to one or more post office boxes (“Lock Boxes”) that are subject to a lock box agreement, in form and substance satisfactory to the Administrative Agent, for deposit into the Lock Box Accounts. In addition, each Loan Party agrees that if the proceeds of any Collateral (including the payments made in respect of account debts) shall be received by it, such Loan Party shall, as promptly as possible, deposit such proceeds into the Lock Box Accounts. Until so deposited, all such proceeds shall be held in trust by the Loan Parties for the Administrative Agent and shall not be commingled with any other funds or property of the Loan Parties. All receipts held in the Lock Boxes shall be remitted daily to a Lock Box Account. Commencing on January 7, 2008, all collected funds deposited into the Master Account on any Business Day shall be applied by the Administrative Agent on the following Business Day to reduce the then outstanding balance of the Revolving Loans and to pay any other outstanding Obligations which are then due and payable under the Loan Documents; provided that for the purpose of determining the availability of Revolving Loans hereunder, such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such funds deposited into any other subaccount thereunder for the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the Lease, Master Account shall be deemed to offset and be applied to have reduced the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for outstanding Revolving Loans on the Business Day during which such month. For the avoidance of doubt, funds were deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect such account. In furtherance of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment of rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions objectives of this Section 11.5 do not constitute7.17, the Loan Parties hereby agree and shall not be construed asconsent that the Administrative Agent, a waiveror its representatives, modification or amendment may communicate directly with account debtors on the account debts. (s) Section 8.11(a) of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management System.” (i) Section 11.6 of the Original Lease Credit Agreement is hereby amended and restated in its entirety to read as follows:

Cash Management System. Landlord directs Tenant and Tenant acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and to cause the Management Parties to deposit, all Receipts from the operation of the Leased Property and the Hotels into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord hereby expressly authorizes Tenant to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant into the Cash Management System and (b) the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus and (iii) any other such funds deposited into any other the operating lessee remainder subaccount thereunder for the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the LeaseProperty, shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), Rent owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment of rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management System.” (i) Section 11.6 of the Original Lease Agreement is hereby amended and restated in its entirety as follows:

Cash Management System. Landlord directs Tenant (a) The Borrower agrees and Tenant acknowledges covenants to (i) cause all cash and agrees, pursuant all proceeds from Accounts and from the sale of Inventory and any insurance proceeds paid with respect to Inventory to be deposited on a daily basis (other than Sunday) into the Depository Accounts in the ordinary course of business of the Borrower (ii) cause all remittances on credit card sales to be transferred on a daily basis into the a Cash Concentration Account consistent with the terms of the Cash Management Agreementrelevant credit card servicer agreement, to deposit or (iii) cause all good funds in the Depository Accounts to be depositedtransferred on a daily basis into a Cash Concentration Account in the ordinary course of business of the Borrower, provided that the Borrower shall in good faith estimate the good funds that are available in each Depository Account after taking into consideration bank fees, deposited checks returned because of insufficient funds, change orders and the payment of deposited checks, (iv) cause all cash deposited in the Cash Concentration Account to be sent by wire transfer or such other method of transfer that is acceptable to the Administrative Agent to the Agent Account on a daily basis, (v) instruct the Administrative Agent to cause Management Parties all funds transferred to depositthe Agent Account to be credited to the Loan Account and applied to reduce the Obligations outstanding from time to time and (vi) take all such actions as the Administrative Agent deems necessary or advisable to send all cash, all Receipts proceeds from the operation sale of or insurance proceeds with respect to Inventory, all remittances or other proceeds of Collateral to a Cash Concentration Account to be applied according to this Section 7.13. Upon and during the Leased Property and continuance of an Event of Default, the Hotels into Administrative Agent may instruct the Cash Management System so long as any amounts under the Loan are outstanding. Landlord hereby expressly authorizes Tenant Concentration Account Bank to receive any and remit all amounts released by Lender from deposited in the Cash Management SystemConcentration Account to the Agent Account or as the Administrative Agent may otherwise direct. Not later than December 30, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term1996, the difference (Borrower shall instruct Huntington National Bank to close the “Monthly Deposit Credit”) between (a) Borrower's concentration account established prior to the Closing Date in the Borrower's name and transfer all Receipts deposited by or on behalf of Tenant into funds in such account to the Cash Management System and Concentration Account. (b) The Borrower shall promptly and in any event not later than three (3) days after the sum opening of (i) any such funds deposited into new account, notify the operating expense subaccount and the ground lease subaccount thereunder on account Administrative Agent in writing of the Leased Propertycreation of any new Depository Account and shall at the time of such notice execute and deliver to the Administrative Agent a notice letter, plus (ii) substantially in the allocated share form of funds deposited by or on behalf Exhibit G hereto. Upon and during the continuance of Tenant into an Event of Default, at the insurance escrow subaccount thereunder on account request of the Leased Property relating Administrative Agent, the Borrower shall use its reasonable best efforts to insurance cause each Depository Bank maintaining a Depository Account to be provided promptly, and in any event within twenty (20) days after the date of such request, enter into a Depository Account Agreement. If, after any such request by Tenant under Section 9.1(b)the Administrative Agent, plus the Borrower is unable to obtain a Depository Account Agreement from any financial institution that receives remittances or other proceeds of sales of Inventory within such twenty (iii20) day period, the Borrower shall promptly thereafter terminate such accounts and establish new accounts at a financial institution that will enter into a Depository Account Agreement. (c) The Borrower shall promptly, and in any other such funds deposited into any other subaccount thereunder for event not later than five (5) days after the payment establishment of any costsnew credit card relationship, expenses or other amounts on account notify the Administrative Agent in writing of the Leased Property the payment creation of which are the responsibility of Tenant under the Lease, shall be deemed to offset such new relationship and be applied deliver to the payment of Fixed RentAdministrative Agent 62 69 a credit card bank depository account agreement, Percentage Rent, and, if applicable, any Additional Charges, respectively (in form and applied in that order), owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied substance satisfactory to the payment of Fixed RentAdministrative Agent, Percentage Rent, and, if applicable, any Additional Charges, respectively (duly executed by the Borrower and applied in that order), owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment of rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management Systemnew credit card servicer.” (i) Section 11.6 of the Original Lease Agreement is hereby amended and restated in its entirety as follows:

Cash Management System. Landlord If the leased property is at any time subject to a loan which requires a Cash Management System, Operating Lessor directs Tenant Operating Lessee and Tenant Operating Lessee acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and deposited all Gross Revenue (less any amounts any Manager is entitled to cause withhold pursuant to the terms of the Management Parties Agreement relating to deposit, all Receipts any Facility) from the operation of the Leased Property and the Hotels Facilities into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord For purposes of this Section 4.3 only, the term "Gross Revenues" shall be deemed to include (a) proceeds of insurance and condemnation, (b) judgments and awards and (c) items constituting "allowances" under the Uniform System. Operating Lessor hereby expressly authorizes Tenant Operating Lessee to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, including amounts deposited by Lender into any remainder account or subaccount sub account or released by Lender from any reserve or escrow account or subaccountsub account. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts funds deposited by or on behalf of Tenant Operating Lessee into the Cash Management System and (b) the sum of less (i) any such funds deposited into the operating expense subaccount sub account or the extraordinary expense sub account thereunder and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such funds deposited into any other subaccount the remainder sub account thereunder for (the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the Lease"Monthly Deposit Credit"), shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), Rent owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant Operating Lessee for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant Operating Lessee for any given month (the “"Excess Monthly Deposit Credit”"), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Base Rate until paid or otherwise satisfied by Landlord Operating Lessor or applied as payment of rent in future periods; provided, however, that Tenant Operating Lessee hereby waives its Operating Lessee's right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord Operating Lessor until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents Documents. Notwithstanding anything contained herein to the contrary, Excess Monthly Deposit Credits shall, upon their creation, be applied first, to reduce and satisfy any Accrued Rent and all accrued and unpaid interest thereon, until all Accrued Rent has been satisfied in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management Systemfull.” (i) Section 11.6 of the Original Lease Agreement is hereby amended and restated in its entirety as follows:

Cash Management System. Landlord Lessor directs Tenant Lessee and Tenant Lessee acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and deposited all Gross Revenue (less any amounts any Manager is entitled to cause withhold pursuant to the terms of the Management Parties Agreement relating to deposit, all Receipts any Facility) from the operation of the Leased Property and the Hotels Facilities into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord For purposes of this Section 6.3 only, the term “Gross Revenues” shall be deemed to include (a) proceeds of insurance and condemnation, (b) judgments and awards and (c) items constituting “allowances” under the Uniform System. Lessor hereby expressly authorizes Tenant Lessee to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, including amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts funds deposited by or on behalf of Tenant Lessee into the Cash Management System and (b) the sum of less (i) any such funds deposited into the replacement reserve account, the operating expense subaccount and or the ground lease extraordinary expense subaccount thereunder on account of the Leased Property, plus and (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such funds deposited into any other the remainder subaccount thereunder for (the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the Lease“Monthly Deposit Credit”), shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), Rent owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant Lessee for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant Lessee for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Base Rate until paid or otherwise satisfied by Landlord Lessor or applied as payment of rent in future periods; provided, however, that Tenant Lessee hereby waives its Lessee’s right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord Lessor until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents Documents. Notwithstanding anything contained herein to the contrary, Excess Monthly Deposit Credits shall, upon their creation, be applied first, to reduce and satisfy any Accrued Rent and all accrued and unpaid interest thereon, until all Accrued Rent has been satisfied in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management Systemfull.” (i) Section 11.6 of the Original Lease Agreement is hereby amended and restated in its entirety as follows:

Cash Management System. Landlord directs Tenant (a) Maintain bank or trust accounts ---------------------- only with the banks or other financial institutions listed on Schedule 8.7 and Tenant acknowledges such other banks or other financial institutions of which the Administrative Agent and agreesthe Collateral Agent may be notified in writing by the Borrower from time to time (each, a "Depositary Bank"). --------------- (b) Cause all amounts representing Proceeds (as defined in the Collateral Covenant Agreement) of Collateral (other than Net Proceeds Allocable to Payee and Reserved Amounts (as such terms are defined in the Canadian First Mortgage Notes) and Specified Loss Proceeds (as defined in the Canadian Cash Collateral Agreement)) which are received by the Borrower or any of its Subsidiaries from time to time to be promptly deposited into a bank or trust account maintained with a Depositary Bank (each, a "Depositary Account"). ------------------ (c) Instruct each Depositary Bank to transfer, on a daily basis, all available funds on deposit in each Depositary Account maintained by it to the Concentration Account established with, and in the name of, the Administrative Agent pursuant to the terms Collateral Covenant Agreement; provided that amounts not -------- in excess of C$100,000 (the "Operating Fund Limit") in the aggregate with -------------------- respect to all Depositary Accounts may be retained by the Depositary Banks on deposit in Depositary Accounts and withdrawn from time to time therefrom by the Borrower or any of its Subsidiaries to pay reasonable costs and expenses incurred by the Borrower or any of its Subsidiaries; provided that, upon the -------- occurrence and during the continuance of an Event of Default, the Borrower shall instruct the Depositary Banks to transfer all available funds in the Depositary Accounts to the Concentration Account on a daily basis and shall not revoke such instructions unless and until such Event of Default has been cured or waived. (d) The Concentration Account shall be under the sole dominion and control of the Cash Management AgreementAdministrative Agent. Subject to applicable law, to deposit at any time when an Event of Default has occurred and is continuing, the Administrative Agent may apply all or cause to be deposited, and to cause Management Parties to deposit, all Receipts from the operation any of the Leased Property and funds on deposit in the Hotels into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord hereby expressly authorizes Tenant to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant into the Cash Management System and (b) the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus (iii) any other such funds deposited into any other subaccount thereunder for the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the Lease, shall be deemed to offset and be applied Concentration Account to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively the Obligations (and applied as defined in that order), owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereofCollateral Covenant Agreement) for the payment of monthly debt service in respect accordance with Section 4.9 of the Loan Collateral Covenant Agreement. So long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly remit any costs, expenses or other amounts funds on deposit in the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied Concentration Account to the payment of Fixed RentGeneral Fund Account (as defined in the Collateral Covenant Agreement). The Borrower shall have the right, Percentage Rent, and, if applicable, at any Additional Charges, respectively (time and applied in that order), owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained , to withdraw such amounts from the General Fund Account, and to maintain such balances in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”)General Fund Account, then the Excess Monthly Deposit Credit as it shall accrue interest at the Interest Rate until paid deem to be necessary or otherwise satisfied by Landlord or applied as payment of rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management Systemdesirable.” (i) Section 11.6 of the Original Lease Agreement is hereby amended and restated in its entirety as follows:

Cash Management System. Landlord directs Tenant and Tenant acknowledges and agrees, pursuant to the terms (i) Each of the Cash Management AgreementLoan Parties, other than Tres Hombres Incorporated, agrees and covenants to deposit or (A) cause all cash and all proceeds from Accounts Receivable and the sale of Inventory to be depositeddeposited into the Depository Accounts each Business Day, and (B) cause all remittances on credit card sales to cause Management Parties to deposit, all Receipts from the operation of the Leased Property and the Hotels be transferred into the Cash Management System so long as any amounts under Concentration Account or a Depository Account each Business Day, (C) cause all funds in the Loan are outstanding. Landlord hereby expressly authorizes Tenant Depository Accounts to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant be transferred into the Cash Management System and Concentration Account each Business Day, (bD) cause all cash deposited in the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance Cash Concentration Account to be provided sent by Tenant under Section 9.1(b)wire transfer to the Lender Account each Business Day in accordance with the wire instructions set forth on Schedule 1.01(A) or such other wire instructions as the Lender may deliver from time to time, plus (iiiE) any other authorize, and does hereby authorize, the Lender to cause all funds transferred to the Lender Account to be credited to the Loan Account and applied to reduce the Obligations outstanding from time to time, (F) take all such funds deposited into any other subaccount thereunder for actions as the payment Lender deems necessary or advisable to send all cash, all proceeds from Accounts Receivable or the sale of any costsInventory, expenses and all remittances or other amounts on account proceeds of Collateral to the Leased Property the payment of which are the responsibility of Tenant under the Lease, shall be deemed Lender Account to offset and be applied to the payment of Fixed RentObligations, Percentage Rent, and, if applicable, any Additional Charges, respectively (G) on or before the Effective Date (1) execute and applied in that orderdeliver to the Lender an original notice letter for each Depository Bank listed on Schedule 5.01(x), owed substantially in the form of Exhibit M, which will be sent to each such Depository Bank, (2) deliver to the Lender a Cash Concentration Account Agreement executed by Tenant for such month. For the avoidance of doubt, funds deposited into Borrower and the Cash Management System Concentration Account Bank identified on Schedule 5.01(x), and (including any subaccounts thereof3) for take such other actions as the payment of monthly debt service in respect of the Loan and any costs, expenses Lender deems necessary or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed advisable to offset and be applied grant to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (Lender dominion and applied in that order), owed by Tenant for such month. If and to control over the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained funds in the Cash Management System Concentration Account. (ii) The Loan Parties, other than Tres Hombres Incorporated, shall promptly, and (y) in any event not later than 5 days after the Monthly Deposit Credit exceeds opening of any new Depository Account, notify the amount Lender in writing of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit creation of such new Depository Account and shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment time of rent such notice execute and deliver to the Lender a notice letter, substantially in future periods; providedthe form of Exhibit M. Upon and during the continuance of an Event of Default, that Tenant hereby waives its right the Loan Parties, other than Tres Hombres Incorporated, shall, upon the request of the Lender, use their best efforts to enforce or collect Excess Monthly Deposit Credits cause each Depository Bank maintaining a Depository Account to promptly, and in cash against Landlord until any event within 30 days after the date which is 12 months of such request, enter into a Depository Account Agreement. If, after any such request by the Lender, the Loan has been indefeasibly paid in full and Parties are unable to obtain a Depository Account Agreement from any financial institution that receives remittances or other proceeds of sales of Inventory within such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to 30 day period, the Loan Parties shall promptly thereafter terminate such accounts and the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge establish new accounts at a financial institution that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, will enter into a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management SystemDepository Account Agreement.” (i) Section 11.6 of the Original Lease Agreement is hereby amended and restated in its entirety as follows:

Cash Management System. Landlord directs Tenant (a) The Obligors agree and Tenant acknowledges covenant to (i) cause all cash, other than de minimus amounts maintained at each store in the ordinary course of business, and agreesall proceeds from Accounts Receivable, pursuant the sale of Inventory, and Net Sales Proceeds constituting cash to be deposited into the terms Depository Accounts in the ordinary course of business of the Cash Management AgreementObligors consistent with past practice, to deposit or (ii) cause all remittances on credit card sales to be deposited, and to cause Management Parties to deposit, all Receipts from the operation of the Leased Property and the Hotels transferred into the Cash Management System so long as any amounts under Concentration Account or a Depository Account on a daily basis, (iii) cause all funds in the Loan are outstanding. Landlord hereby expressly authorizes Tenant Depository Accounts to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant be transferred into the Cash Management System and Concentration Account on a daily basis, (biv) cause all cash deposited in the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance Cash Concentration Account to be provided by Tenant under Section 9.1(b)sent to the Lender Account on a daily basis, plus (iiiv) any other instruct the Lender to cause all funds transferred to the Lender Account to be credited to the Borrower's Account and applied to reduce the Obligations outstanding from time to time, (vi) take all such funds deposited into any other subaccount thereunder for actions as the payment Lender deems necessary or advisable to send all cash, all proceeds from the sale of any costsInventory, expenses all remittances or other amounts on account proceeds of Collateral to the Leased Property the payment of which are the responsibility of Tenant under the Lease, shall be deemed Lender Account to offset and be applied to the payment Obligations, (vii) execute and deliver to the Lender on or before the Closing Date (A) an original notice letter for each Depository Bank listed on Schedule 5.23, substantially in the form of Fixed RentExhibit H hereto, Percentage Rentwhich will be sent to each such Depository Bank and (B) a Cash Concentration Account Agreement, andexecuted by the Borrower and the Cash Concentration Account Bank, if applicableand (viii) take such actions as the Lender deems necessary or advisable to grant to the Lender dominion and control over the funds in the Cash Concentration Account. The Obligors shall promptly, and in any Additional Chargesevent not later than five (5) days after the opening of any such new account, respectively notify the Lender in writing of the creation of any new Depository Account and shall at the time of such notice execute and deliver to the Agent a notice letter, substantially in the form of Exhibit H hereto. (b) Upon receipt by the Obligors of collections of cash and applied in that order)any proceeds from Accounts Receivable, owed by Tenant for the sale of Inventory and Net Sale Proceeds, the Obligors shall 49 immediately deposit all such month. For the avoidance of doubt, funds deposited payments into the Cash Management System (including Concentration Account or any subaccounts thereof) for Depository Account. The Obligors shall cause all funds in the payment of monthly debt service in respect of the Loan Depository Accounts and any costs, expenses all remittances or other amounts proceeds of credit card sales to be promptly transferred from the payment of which are not financial institution that receives such remittances or other proceeds or from the responsibility of Tenant under Depository Accounts to the LeaseCash Concentration Account. (c) Notwithstanding anything in this Section 7.08 to the contrary, shall constitute the Monthly Deposit Credit and Obligors shall be deemed permitted to offset and be applied retain, in any bank accounts other than the Depository Accounts, cash at any time not to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained exceed $750,000 in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment of rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management Systemaggregate.” (i) Section 11.6 of the Original Lease Agreement is hereby amended and restated in its entirety as follows:

Cash Management System. Landlord directs Tenant and Tenant acknowledges and agrees, pursuant to the terms of the Cash Management Agreement, to deposit or cause to be deposited, and to cause Management Parties Manager to deposit, all Receipts from the operation of the Leased Property and the Hotels into the Cash Management System so long as any amounts under the Loan are outstanding. Landlord hereby expressly authorizes Tenant to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or released by Lender from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by or on behalf of Tenant into the Cash Management System and (b) the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, plus (ii) the allocated share of funds deposited by or on behalf of Tenant into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), plus and (iii) any other such funds deposited into any other the operating lessee remainder subaccount thereunder for the payment of any costs, expenses or other amounts on account of the Leased Property the payment of which are the responsibility of Tenant under the LeaseProperty, shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), owed by Tenant for such month. For the avoidance of doubt, funds deposited into the Cash Management System (including any subaccounts thereof) for the payment of monthly debt service in respect of the Loan and any costs, expenses or other amounts the payment of which are not the responsibility of Tenant under the Lease, shall constitute the Monthly Deposit Credit and shall be deemed to offset and be applied to the payment of Fixed Rent, Percentage Rent, and, if applicable, any Additional Charges, respectively (and applied in that order), Rent owed by Tenant for such month. If and to the extent that excess Receipts available to be released by Lender from the Cash Management System to Landlord (such funds, the “Excess Funds”) and released to Landlord, Landlord shall (A) calculate the balance of the Rent (the “Rent Balance”), if any, owed by Tenant for such month after taking into account the Monthly Deposit Credit, (B) deduct the Rent Balance from the Excess Funds and (C) disburse the remaining Excess Funds, if any, to or as directed by Tenant from time to time. If (x) any Excess Funds are retained in the Cash Management System and (y) the Monthly Deposit Credit exceeds the amount of the Rent owed by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment of rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents in accordance with the terms and provisions of Section 11.1. Landlord and Tenant acknowledge that the foregoing provisions of this Section 11.5 do not constitute, and shall not be construed as, a waiver, modification or amendment of the terms or provisions of any Cash Management System or of the manner, timing, priority, amounts, sequence of distribution or method of the application of Receipts or other payments under any Cash Management System.” (i) Section 11.6 of the Original Lease Agreement is hereby amended and restated in its entirety as follows: