LODGIAN INC
EX-10.2.8 CASH MANAGEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2.8
<SEQUENCE>21
<FILENAME>g90366exv10w2w8.txt
<DESCRIPTION>EX-10.2.8 CASH MANAGEMENT AGREEMENT
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.2.8

                            CASH MANAGEMENT AGREEMENT

                           Dated: as of June 25, 2004

                                      among

                                  THE BORROWERS
                      LISTED ON THE SIGNATURE PAGES HERETO,
                                  as Borrowers,

                      MERRILL LYNCH MORTGAGE LENDING, INC.

                                   as Lender,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as Agent

                                       and

                LODGIAN MANAGEMENT CORP., a Delaware corporation,
                                   as Manager

Cash Management Agreement (FX1)

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                            CASH MANAGEMENT AGREEMENT

            CASH MANAGEMENT AGREEMENT (this "AGREEMENT"), dated as of June 25,
2004, among the Borrowers listed on the signature pages hereto, each having an
address c/o Lodgian, Inc., 3445 Peachtree Road, NE, Suite 700, Atlanta, Georgia
30326 (each, a "BORROWER", and collectively, "BORROWERS"), WACHOVIA BANK,
NATIONAL ASSOCIATION, having an address at 8739 Research Drive, URP4, Charlotte,
North Carolina 28288-1075 ("AGENT"), MERRILL LYNCH MORTGAGE LENDING, INC., a
Delaware corporation having an office at Four World Financial Center, New York,
New York 10080 ("LENDER"), and LODGIAN MANAGEMENT CORP., a Delaware corporation,
having an address c/o Lodgian, Inc., 3445 Peachtree Road, NE, Suite 700,
Atlanta, Georgia 30326 ("MANAGER").

                              W I T N E S S E T H:

            WHEREAS, pursuant to a certain Loan and Security Agreement, dated as
of the date hereof (together with all extensions, renewals, modifications,
substitutions and amendments thereof, the "LOAN AGREEMENT"), between the
Borrowers and Lender, Lender has made a loan to the Borrowers in the principal
amount of Sixty Three Million Eight Hundred and One Thousand and No/100 Dollars
($63,801,000.00) (the "LOAN"), which Loan is evidenced by a Promissory Note,
dated as of the date hereof (together with all extensions, renewals,
modifications, restatements, replacements, substitutions, by means of multiple
notes or otherwise, and amendments thereof, collectively, the "NOTE"), made by
the Borrowers, as makers, to Lender, as payee, and secured by, among other
things, (i) those certain Mortgages/Deeds of Trust/Deeds to Secure Debt,
Assignments of Leases and Rents, Security Agreements and Fixture Filings, each
dated as of the date hereof (together with all extensions, renewals,
modifications, restatements, substitutions and amendments thereof, each a
"SECURITY INSTRUMENT" and, collectively, the "SECURITY INSTRUMENTS"), each made
by a Borrower for the benefit of Lender and covering the properties as more
particularly described therein (collectively, the "PROPERTIES"), (ii) those
certain Assignments of Leases and Rents, dated as of the date hereof (together
with all extensions, renewals, modifications, restatements, substitutions and
amendments thereof, collectively, the "ASSIGNMENT OF LEASES"), made by the
applicable Borrower, as assignor, to Lender, as assignee, and (iii) the other
Loan Documents (as defined in the Loan Agreement);

            WHEREAS, pursuant to the Security Instruments and the Assignment of
Leases, the Borrowers have each granted to Lender a security interest in all of
the Borrowers' right, title and interest in, to and under the Rents (as defined
in the Security Instruments) and other revenues derived from and otherwise
attributable or allocable to the Properties, and have assigned and conveyed to
Lender all of the Borrowers' right, title and interest in, to and under the
Operating Revenues due and to become due to each of the Borrowers or to which
any of the Borrowers are now or may hereafter become entitled, arising out of
the Property or any part or parts thereof;

            WHEREAS, the Borrowers and Manager have entered into Management
Agreements with respect to the Properties pursuant to which Manager has agreed
to manage the Properties; and

Cash Management Agreement (FX1)

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            WHEREAS, Manager has agreed to subordinate any right, title and
interest that Manager may have in and to the Operating Revenues and any other
income and revenues from the Properties to the interests of Lender under the
Loan Agreement and the Loan Documents; and

            WHEREAS, in order to fulfill all of the Borrowers' obligations under
the Loan Agreement, the Borrowers and Manager have agreed that all Operating
Revenues and other revenues from the Properties will be deposited directly into
the Deposit Account or the Lock Box Account (as such terms are hereinafter
defined), transferred to a Lock Box Account (if not deposited directly therein)
established hereunder with Agent and allocated and/or disbursed in accordance
with the terms and conditions hereof.

            NOW, THEREFORE, in consideration of the covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

            I.    DEFINITIONS

            Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Loan Agreement. As used herein, the following terms
shall have the following definitions:

            "ACCOUNTS" shall mean, collectively, the Deposit Account, the Lock
Box Account, the Sub-Accounts, the FF&E Reserve Account, any Loss Proceeds
Account, and any other accounts pledged to Lender pursuant to this Agreement or
any of the other Loan Documents.

            "AGENT" shall mean Wachovia Bank, National Association, as agent
under this Agreement, together with its successors and assigns.

            "AGREEMENT" shall mean this Cash Management Agreement among the
Borrowers, Manager, Agent and Lender, as amended, supplemented, restated or
otherwise modified from time to time.

            "ALLOCABLE MEZZANINE SERVICING FEE" shall mean the Allocable Portion
of the monthly Servicing Fee (as defined in the Mezzanine Loan Agreement) for
which the Mezzanine Borrower is responsible pursuant to Section 2.11 of the
Mezzanine Loan Agreement.

            "ALLOCABLE PORTION" as defined in the Loan Agreement.

            "APPROVED OPERATING BUDGET" shall mean, for any period, each
Borrower's Operating Budget as approved or deemed approved by Lender from time
to time in accordance with Section 5.1(D) of the Loan Agreement, setting forth
such Borrower's reasonable estimate of Operating Revenues and Operating Expenses
for the applicable Property for such period.

            "BORROWERS" as defined in the Preamble, together with their
successors and permitted assigns.

            "BUSINESS INTERRUPTION INSURANCE" as defined in Section 2.1(d).

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            "CAPITAL IMPROVEMENT RESERVE SUB-ACCOUNT" as defined in Section
2.1(c).

            "CASH TRAP EVENT" as defined in Section 6.8 of the Loan Agreement.

            "CASH TRAP RESERVE SUB-ACCOUNT" as defined in Section 2.1(c).

            "COLLATERAL" as defined in Section 5.1.

            "CREDIT CARD COMPANIES" as defined in Section 2.2(a).

            "CREDIT CARD RECEIVABLES PAYMENT DIRECTION LETTER" as defined in
Section 2.2(a).

            "DEBT SERVICE SUB-ACCOUNT" as defined in Section 2.1(c).

            "DEPOSIT ACCOUNT" as defined in Section 2.1(a).

            "DEPOSIT ACCOUNT AGREEMENT" as defined in Section 2.1(a).

            "DEPOSIT BANK" as defined in Section 2.1(a).

            "ELIGIBLE ACCOUNT" shall mean a separate and identifiable account
from all other funds held by the holding institution, which account is either
(i) an account maintained with an Eligible Bank or (ii) a segregated trust
account maintained by a corporate trust department of a federal depository
institution or a state chartered depository institution subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal
Regulation Section 9.10(b), which, in either case, has corporate trust powers
and is acting in its fiduciary capacity or is otherwise acceptable to the Rating
Agencies.

            "ELIGIBLE BANK" shall mean a bank that satisfies the Rating
Criteria.

            "EXCESS CASH FLOW" means any and all amounts available for
distribution in any calendar month after allocations and/or distribution of all
amounts required to be allocated under Sections 3.3(a)(i) through (ix) hereof.

            "EXTRAORDINARY EXPENSES" shall mean any extraordinary Operating
Expense or Capital Expenditure not set forth in the Approved Operating Budget
then in effect for the Property.

            "EXTRAORDINARY RECEIPTS" shall mean any receipts of the Borrowers
not included within the definition of Operating Revenues under the Loan
Agreement, including, without limitation, receipts from litigation proceedings
and tax certiorari proceedings.

            "EXTRAORDINARY RECEIPTS SUB-ACCOUNT" as defined in Section 2.1(e).

            "FF&E RESERVE ACCOUNT" as defined in Section 2.1(f).

            "HAZARDOUS MATERIALS REMEDIATION RESERVE SUB-ACCOUNT" as defined in
Section 2.1(c).

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            "IMPOSITIONS AND INSURANCE RESERVE SUB-ACCOUNT" as defined in
Section 2.1(c).

            "LENDER" shall mean Merrill Lynch Mortgage Lending, Inc., together
with its successors and assigns.

            "LOCK BOX ACCOUNT" as defined in Section 2.1(b).

            "LOSS PROCEEDS ACCOUNT" as defined in Section 2.1(d).

            "MANAGER" shall mean Lodgian Management Corp., together with its
successors and permitted assigns.

            "MEZZANINE BORROWER" as defined in the Loan Agreement.

            "MEZZANINE LENDER" as defined in the Loan Agreement.

            "MEZZANINE LOAN" as defined in the Loan Agreement.

            "MEZZANINE LOAN AGREEMENT" means that certain Mezzanine Loan
Agreement dated as of the date hereof, between Mezzanine Lender and Mezzanine
Borrower.

            "MEZZANINE LOAN DEBT SERVICE SUB-ACCOUNT" as defined in Section
2.1(c).

            "MEZZANINE SERVICER" means the Servicer as such term is defined in
the Mezzanine Loan Agreement.

            "MINIMUM BALANCE" as defined in Section 2.1(g).

            "MINIMUM BALANCE SUB-ACCOUNT" as defined in Section 2.1(c).

            "MONTHLY DEBT SERVICE PAYMENT AMOUNT" shall mean the monthly payment
of principal and interest on the Loan required to be paid on each Monthly
Payment Date during the term of the Loan.

            "MONTHLY FF&E PAYMENT" shall mean the monthly deposit required to be
made to the FF&E Reserve pursuant to Section 6.4 of the Loan Agreement for any
month provided that if at the time of determination thereof the actual Operating
Revenues utilized in calculating the Monthly FF&E Payment have not been
determined for the prior calendar month (the "Measurement Month"), such
calculation shall be based upon the Operating Revenues set forth for the
Measurement Month in the applicable Operating Budget (the "Estimated Monthly
FF&E Payment"), and, upon determination of the actual Operating Revenues for the
Measurement Month, funds from the Lock Box Account in an amount equal to any
deficit between the Estimated Monthly FF&E Payment and the Monthly FF&E Payment
required to be allocated to the FF&E Reserve based upon the actual Operating
Revenues for the Measurement Month, shall be allocated (or if funds available in
the Lock Box Account and not otherwise required to be deposited in any other
Sub-Account for the applicable month are not sufficient to cover such deficit,
paid by the Borrowers) to the FF&E Reserve within five (5) Business Days of such

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determination. Any excess of the Estimated Monthly FF&E Payment allocated to the
FF&E Reserve for the applicable month over the Monthly FF&E Payment based upon
the actual Operating Revenues for the Measurement Month shall be made available
for allocation to the other Sub-Accounts or disbursed in accordance with Section
3.3(a) hereof.

            "MONTHLY IMPOSITIONS AND INSURANCE AMOUNT" shall mean the aggregate
monthly deposit for Impositions and Insurance Premiums required to be paid
pursuant to Section 6.3 of the Loan Agreement.

            "MONTHLY MEZZANINE DEBT SERVICE PAYMENT AMOUNT" shall mean the
Allocable Portion of the monthly payment of principal and interest on the
Mezzanine Loan required to be paid on each Monthly Payment Date to Mezzanine
Lender.

            "MONTHLY OPERATING EXPENSE BUDGET AMOUNT" shall mean, with respect
to each month, an amount equal to the Operating Expenses plus estimated sales,
use, occupancy and similar taxes relating to the Properties (excluding therefrom
Impositions, Insurance Premiums, FF&E expenditures, and management fees payable
to any Manager that is an Affiliate of the Borrowers) set forth in the Approved
Operating Budget for the applicable month of determination.

            "MONTHLY PAYMENT DATE" means the first (1st) day of each calendar
month occurring during the term of the Loan (or if such day is not a Business
Day, the immediately succeeding Business Day).

            "OPERATING EXPENSES" as defined in the Loan Agreement.

            "OPERATING EXPENSE SUB-ACCOUNT" as defined in Section 2.1(c).

            "OPERATING REVENUES" as defined in the Loan Agreement.

            "PERMITTED INVESTMENTS" shall mean any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
including those issued by any Servicer, the trustee under any Securitization or
any of their respective Affiliates, payable on demand or having a maturity date
not later than the Business Day immediately prior to the date on which the
invested sums are required for payment of an obligation for which the related
Sub-Account was created and meeting one of the appropriate standards set forth
below:

                  (i)   obligations of, or obligations fully guaranteed as to
      payment of principal and interest by, the United States or any agency or
      instrumentality thereof, provided such obligations are backed by the full
      faith and credit of the United States of America including, without
      limitation, obligations of: the U.S. Treasury (all direct or fully
      guaranteed obligations), the Farmers Home Administration (certificates of
      beneficial ownership), the General Services Administration (participation
      certificates), the U.S. Maritime Administration (guaranteed Title XI
      financing), the Small Business Administration (guaranteed participation
      certificates and guaranteed pool certificates), the U.S. Department of
      Housing and Urban Development (local authority bonds) and the Washington
      Metropolitan Area Transit Authority (guaranteed transit bonds); provided,
      however, that the investments described in this clause (i) must (A) have a
      predetermined

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      fixed dollar amount of principal due at maturity that cannot vary or
      change, (B) if rated by S&P, not have an "r" highlighter affixed to their
      rating, (C) if such investments have a variable rate of interest, have an
      interest rate tied to a single interest rate index plus a fixed spread (if
      any) and must move proportionately with that index, and (D) not be subject
      to liquidation prior to their maturity;

                  (ii)  Federal Housing Administration debentures;

                  (iii) obligations of the following United States government
      sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations),
      the Farm Credit System (consolidated systemwide bonds and notes), the
      Federal Home Loan Banks (consolidated debt obligations), the Federal
      National Mortgage Association (debt obligations), the Student Loan
      Marketing Association (debt obligations), the Financing Corp. (debt
      obligations), and the Resolution Funding Corp. (debt obligations);
      provided, however, that the investments described in this clause (iii)
      must (A) have a predetermined fixed dollar amount of principal due at
      maturity that cannot vary or change, (B) if rated by S&P, not have an "r"
      highlighter affixed to their rating, (C) if such investments have a
      variable rate of interest, have an interest rate tied to a single interest
      rate index plus a fixed spread (if any) and must move proportionately with
      that index, and (D) not be subject to liquidation prior to their maturity;

                  (iv)  federal funds, unsecured certificates of deposit, time
      deposits, bankers' acceptances and repurchase agreements with maturities
      of not more than 365 days of any bank, the short term obligations of which
      at all times are rated in the highest short term rating category by each
      Rating Agency (or, if not rated by all Rating Agencies, rated by at least
      one Rating Agency in the highest short term rating category and otherwise
      acceptable to each other Rating Agency, as confirmed in writing that such
      investment would not, in and of itself, result in a downgrade,
      qualification or withdrawal of the initial or, if higher, then current
      ratings assigned to any class of certificates or other securities issued
      in connection with any Securitization backed in whole or in part by the
      Loan (collectively the "CERTIFICATES"); provided, however, that the
      investments described in this clause (iv) must (A) have a predetermined
      fixed dollar amount of principal due at maturity that cannot vary or
      change, (B) if rated by S&P, not have an "r" highlighter affixed to their
      rating, (C) if such investments have a variable rate of interest, have an
      interest rate tied to a single interest rate index plus a fixed spread (if
      any) and must move proportionately with that index, and (D) not be subject
      to liquidation prior to their maturity;

                  (v)   fully Federal Deposit Insurance Corporation-insured
      demand and time deposits in, or certificates of deposit of, or bankers'
      acceptances issued by, any bank or trust company, savings and loan
      association or savings bank, the short term obligations of which at all
      times are rated in the highest short term rating category by each Rating
      Agency (or, if not rated by all Rating Agencies, rated by at least one
      Rating Agency in the highest short term rating category and otherwise
      acceptable to each other Rating Agency, as confirmed in writing that such
      investment would not, in and of itself, result in a downgrade,
      qualification or withdrawal of the initial or, if higher, then current
      ratings assigned to any class of Certificates); provided, however, that
      the investments

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      described in this clause (v) must (A) have a predetermined fixed dollar of
      principal due at maturity that cannot vary or change, (B) if rated by S&P,
      not have a "r" highlighter affixed to their rating, (C) if such
      investments have a variable rate of interest, have an interest rate tied
      to a single interest rate index plus a fixed spread (if any) and must move
      proportionately with that index, and (D) not be subject to liquidation
      prior to their maturity;

                  (vi)  debt obligations with maturities of not more than 365
      days and at all times rated by each Rating Agency (or, if not rated by all
      Rating Agencies, rated by at least one Rating Agency and otherwise
      acceptable to each other Rating Agency, as confirmed in writing that such
      investments would not, in and of itself, result in a downgrade,
      qualification or withdrawal of the initial or, if higher, then current
      ratings assigned to the Certificates) in its highest long-term unsecured
      debt rating category; provided, however, that the investments described in
      this clause (vi) must (A) have a predetermined fixed dollar amount of
      principal due at maturity that cannot vary or change, (B) if rated by S&P,
      not have an "r" highlighter affixed to their rating, (C) if such
      investments have a variable rate of interest, have an interest rate tied
      to a single interest rate index plus a fixed spread (if any) and must move
      proportionately with that index, (D) not be subject to liquidation prior
      to their maturity, and (E) if such investment has a maturity of (1) less
      than one month, have a long-term rating of at least "A2" by Moody's, (2)
      up to three months, have a long-term rating of at least "Aa" by Moody's,
      (3) up to six months, have a long-term rating of at least "Aa3" by
      Moody's, and (4) over six months, have a long-term rating of at least
      "Aaa" by Moody's;

                  (vii) commercial paper (including both non-interest-bearing
      discount obligations and interest-bearing obligations payable on demand or
      on a specified date not more than one year after the date of issuance
      thereof) with maturities of not more than 365 days and that at all times
      is rated by each Rating Agency (or, if not rated by all Rating Agencies,
      rated by at least one Rating Agency and otherwise acceptable to each other
      Rating Agency, as confirmed in writing that such investment would not, in
      and of itself, result in a downgrade, qualification or withdrawal of the
      initial or, if higher, then current ratings assigned to any class of
      Certificates) in its highest short-term unsecured debt rating; provided,
      however, that the investments described in this clause (vii) must (A) have
      a predetermined fixed dollar amount of principal due at maturity that
      cannot vary or change, (B) if rated by S&P, not have a "r" highlighter
      affixed to their rating, (C) if such investments have a variable rate of
      interest, have an interest rate tied to a single interest rate index plus
      a fixed spread (if any) and must move proportionately with that index, and
      (D) not be subject to liquidation prior to their maturity;

                  (viii) units of taxable money market funds or mutual funds,
      which funds are regulated investment companies, seek to maintain a
      constant net asset value per share and have the highest rating from each
      Rating Agency (or, if not rated by all Rating Agencies, rated by at least
      one Rating Agency and otherwise acceptable to each other Rating Agency, as
      confirmed in writing that such investment would not, in and of itself,
      result in a downgrade, qualification or withdrawal of the initial or, if
      higher, then current ratings assigned to any class of Certificates) for
      money market funds or mutual funds; and

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                  (ix)  any other security, obligation or investment which has
      been approved as a Permitted Investment in writing by (a) Lender and (b)
      each Rating Agency, as evidenced by a written confirmation that the
      designation of such security, obligation or investment as a Permitted
      Investment will not, in and of itself, result in a downgrade,
      qualification or withdrawal of the initial or, if higher, then current
      ratings assigned to any class of Certificates by such Rating Agency;

provided, however, that such instrument continues to qualify as a "CASH FLOW
INVESTMENT" pursuant to Code Section 860G(a)(6) earning a passive return in the
nature of interest and no obligation or security shall be a Permitted Investment
if (A) such obligation or security evidences a right to receive only interest
payments or (B) the right to receive principal and interest payments on such
obligation or security are derived from an underlying investment that provides a
yield to maturity in excess of 120% of the yield to maturity at par of such
underlying investment; and provided, further, no obligation or security, other
than an obligation or security constituting real estate assets, cash, cash items
or Government securities pursuant to Code Section 856(c)(4)(A), shall be a
Permitted Investment if the value of such obligation or security exceeds ten
percent (10%) of the total value of the outstanding securities of any one
issuer.

            "RATING CRITERIA" with respect to any Person, shall mean that (i)
the short-term unsecured debt obligations of such Person are rated at least
"A-1" by S&P, "P-1" by Moody's and "F-1" by Fitch, if deposits are held by such
Person for a period of less than one month, or (ii) the long-term unsecured debt
obligations of such Person are rated at least "AA-" by S&P (or "A" if the
short-term unsecured debt obligations of such Person are rated at least "A-1"),
"Aa3" by Moody's and "AA-" by Fitch, if deposits are held by such Person for a
period of one month or more.

            "SERVICING FEE" shall mean the monthly Servicing Fee (as defined in
the Loan Agreement) for which the Borrowers are responsible under Section 2.11
of the Loan Agreement.

            "SUB-ACCOUNTS" shall mean, collectively, the Debt Service
Sub-Account, the Impositions and Insurance Reserve Sub-Account, the Mezzanine
Loan Debt Service Sub-Account, the Capital Improvement Reserve Sub-Account, the
Hazardous Materials Remediation Reserve Sub-Account, the Extraordinary Receipts
Sub-Account, the Cash Trap Reserve Sub-Account, the Operating Expense
Sub-Account, the Minimum Balance Sub-Account and any other sub-accounts of the
Lock Box Account which may hereafter be established by Lender hereunder.

            "UCC" as defined in Section 5.1(a)(iv).

            II.   THE ACCOUNTS

            SECTION 2.1 ESTABLISHMENT OF DEPOSIT ACCOUNT, LOCK BOX ACCOUNT AND
SUB-ACCOUNTS.

            (a)   DEPOSIT ACCOUNT. On or before the Closing Date, one or more
deposit accounts (collectively, the "DEPOSIT ACCOUNT") shall be established at
the Borrowers' sole cost and expense with financial institutions approved by
Lender (collectively, the "DEPOSIT BANK"), each pursuant to an agreement
(collectively, the "DEPOSIT ACCOUNT AGREEMENT") in form and

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substance reasonably acceptable to Lender, executed and delivered by each
Borrower and the applicable Deposit Bank. Among other things, the Deposit
Account Agreement shall provide that the Borrowers shall have no access to or
control over the Deposit Account, and that all available funds on deposit in the
Deposit Account shall be deposited by wire transfer (or transfer via the ACH
System) on each Business Day by the Deposit Bank into the Lock Box Account.

            (b)   LOCK BOX ACCOUNT. On or before the Closing Date, an Eligible
Account shall be established with Agent for the purposes specified herein, which
shall be entitled "Lock Box Account for the benefit of Merrill Lynch Mortgage
Lending, Inc., its successors and assigns, as secured party" (said account, and
any account replacing the same in accordance with this Agreement, the "LOCK BOX
ACCOUNT"). The Lock Box Account shall be under the sole dominion and control of
Lender and/or its designee, including any Servicer of the Loan, and the
Borrowers shall have no rights to control or direct the investment or payment of
funds therein except as may be expressly provided herein.

            Any amounts that Lender may hold in reserve pursuant to the Loan
Agreement may be held by Lender in the Lock Box Account (including in a
Sub-Account thereof) or may be held in another account or manner as specified in
Articles VI or VII of the Loan Agreement.

            (c)   SUB-ACCOUNTS OF THE LOCK BOX ACCOUNT. The Lock Box Account
shall be deemed to contain, among others, the following Sub-Accounts (which may
be maintained as separate ledger accounts):

                  (i)   "DEBT SERVICE SUB-ACCOUNT" shall mean the Sub-Account
      established for the purpose of depositing the amounts required for
      payments of principal and interest under the Loan and all other amounts
      then due under the Note and the Loan Agreement;

                  (ii)  "IMPOSITION AND INSURANCE RESERVE SUB-ACCOUNT" shall
      mean the Sub-Account established for the purpose of depositing the sums
      required to be deposited pursuant to Section 6.3 of the Loan Agreement;

                  (iii) "CAPITAL IMPROVEMENT RESERVE SUB-ACCOUNT" shall mean the
      Sub-Account established for the purpose of depositing the sums required to
      be deposited pursuant to Section 6.5 of the Loan Agreement;

                  (iv)  "HAZARDOUS MATERIALS REMEDIATION RESERVE SUB-ACCOUNT"
      shall mean the Sub-Account established for the purpose of depositing sums
      required to be deposited pursuant to Section 6.6 of the Loan Agreement;

                  (v)   "MEZZANINE LOAN DEBT SERVICE SUB-ACCOUNT" shall mean the
      Sub-Account established for the purpose of depositing the amounts required
      for payments of the Monthly Mezzanine Debt Service Payment Amount;

                  (vi)  "CASH TRAP RESERVE SUB-ACCOUNT" shall mean the
      Sub-Account established for the purpose of depositing Excess Cash Flow
      when required to be deposited pursuant to Section 6.8 of the Loan
      Agreement;

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                  (vii) "OPERATING EXPENSE SUB-ACCOUNT" shall mean the
      Sub-Account established for the purpose of depositing the Monthly
      Operating Expense Budget Amount, Extraordinary Expenses approved by
      Lender, if any, and fees due to the Manager; and

                  (viii) "MINIMUM BALANCE SUB-ACCOUNT" shall mean the
      Sub-Account established for the purpose of depositing and maintaining the
      Minimum Balance as and to the extent required under Section 2.1(g)
      hereof..

            (d)   If the proceeds of any business interruption or rent loss
insurance maintained under Section 5.4 of the Loan Agreement (any such
insurance, "BUSINESS INTERRUPTION INSURANCE") paid upon the occurrence of any
fire or casualty to any Property shall be paid in a lump sum (rather than on a
monthly basis), the Borrowers and Lender shall establish a separate Eligible
Account with Agent hereunder entitled "Loss Proceeds Account for the benefit of
Merrill Lynch Mortgage Lending, Inc., its successors and assigns, as secured
party" (said account, the "LOSS PROCEEDS ACCOUNT") for deposit of such Business
Interruption Insurance proceeds and such proceeds shall be held, allocated and
disbursed in accordance with the terms and conditions hereof and of the Loan
Agreement. The Loss Proceeds Account shall be under the sole dominion and
control of Lender and/or its designee, including any Servicer of the Loan, and
the Borrowers shall have no rights to control or direct the investment or
payment of funds therein except as expressly provided herein.

            (e)   If any Extraordinary Receipts are received by any Borrower,
such amounts shall be paid to the Lock Box Account to be retained in a
subaccount thereof (the "EXTRAORDINARY RECEIPTS SUB-ACCOUNT"). Amounts held in
the Extraordinary Receipts Sub-Account shall be disbursed to the Lock Box
Account and allocated and distributed in accordance with Section 3.3 upon
receipt by Lender of evidence reasonably satisfactory to Lender that (x) with
respect to Extraordinary Receipts received in connection with any pending
litigation, action, or similar matter, such action has been concluded in favor
of the Borrowers and no appeal has been timely filed within the applicable
appeal period, (y) with respect to Extraordinary Receipts received with respect
to work at, or other conditions with respect to, any of the Properties, the item
of work or other condition has been completed or corrected and paid for to the
reasonable satisfaction of Lender, and (z) with respect to Extraordinary
Receipts received in any other circumstance, the Borrowers are not liable
directly, or indirectly, to refund or repay any such amounts; provided however,
all Extraordinary Receipts with respect to lease termination payments, advance
booking terminations, and similar payments or fees, shall be retained in the
Extraordinary Receipts Sub-Account and disbursed in equal monthly installments
during the period of time for which such payments relate in accordance with
Section 3.3. The Extraordinary Receipts Sub-Account shall be under the sole
dominion and control of Lender and/or its designee, including any Servicer of
the Loan, and the Borrowers shall have no rights to control or direct the
investment or payment of funds therein except as expressly provided herein.

            (f)   On or before the Closing Date, the Borrowers shall establish a
separate Eligible Account hereunder entitled "FF&E Reserve Account for the
benefit of Merrill Lynch Mortgage Lending, Inc., its successors and assigns, as
secured party" (said account, the "FF&E RESERVE ACCOUNT") with Agent for the
purpose of depositing Monthly FF&E Reserve Payments

                                       10

Cash Management Agreement (FX1)

<PAGE>

pursuant to Section 6.4 of the Loan Agreement, to be held, allocated and
disbursed in accordance with the terms and conditions hereof and of the Loan
Agreement. The FF&E Reserve Account shall be under the sole dominion and control
of Lender and/or its designee, including any Servicer of the Loan, and the
Borrowers shall have no rights to control or direct the investment or payment of
funds therein except as expressly provided herein and in the Loan Agreement.
Notwithstanding the foregoing, the Borrowers shall, in accordance with the terms
of this Agreement and the Loan Agreement, have access to and the right to
withdraw funds held in the FF&E Reserve Account on or prior to (x) the
occurrence and during the continuance of an Event of Default, or (y) the failure
of the Borrowers or Manager to comply with the reporting requirements set forth
in Section 5.1(A)(v) of the Loan Agreement, at which time Agent, upon receipt of
notice from Lender, shall (i) cease to honor checks drawn by Manager or any
Borrower on the FF&E Reserve Account, (ii) cease to disburse funds from the FF&E
Reserve Account to either the Manager or the Borrowers except in accordance with
written instructions received from Lender, and (iii) deposit the amounts in the
FF&E Reserve Account, together with any funds from time to time held or
deposited or received into the FF&E Reserve Account, in accordance with Lender's
instructions from time to time on the day such instructions are received, if
such instructions are received prior to 12:00 p.m. on such day, or, if received
after 12:00 p.m., on the following Business Day. Neither the Borrowers nor
Manager shall withdraw any funds from the FF&E Reserve Account in violation of
this Agreement or the Loan Agreement.

            (g)   Upon the occurrence and during the continuance of a Cash Trap
Event or an Event of Default, the Borrowers shall be required to deposit, from
and at the time of the allocations from the Lock Box Account pursuant to Section
3.3(a)(ix) hereof, and maintain in the Minimum Balance Sub-Account an amount
equal to $50,000 (the "MINIMUM BALANCE"). In the event that, during the
continuance of a Cash Trap Event, funds available in a Deposit Account are
insufficient to pay the amount of any checks deposited into such Deposit Account
which are returned for insufficient or uncollected funds (collectively
"CHARGEBACKS"), and such Chargebacks are required to be paid by the applicable
Borrower to the applicable Deposit Account Bank pursuant to the terms of the
applicable Deposit Account Agreement, provided that no Event of Default exists,
funds shall be made available from the Minimum Balance Sub-Account to the
applicable Borrower to pay the amount of such Chargebacks due to such Deposit
Account Bank (or to reimburse the applicable Borrower for any such amounts as
may have been previously paid by or on behalf of such Borrower from other funds
on account of any Chargebacks at a time when insufficient amounts were available
therefor in the Minimum Balance Sub-Account) promptly after delivery to Lender
of evidence reasonably satisfactory to Lender that such amounts are due (or have
been paid by or on behalf of the applicable Borrower). In the event that during
a Cash Trap Event, as a result of any such disbursement or otherwise, the
Minimum Balance Sub-Account shall contain less than the Minimum Balance, the
Borrowers shall be required to deposit such deficiency from and at the time of
allocations from the Lock Box Account pursuant to Section 3.3(a)(ix) hereof.

            SECTION 2.2 DEPOSITS INTO ACCOUNTS. The Borrowers and Manager
represent, warrant and covenant that:

            (a)   Each Borrower and Manager shall cause all Operating Revenues
and other income and revenues received by such Borrower or Manager to be
deposited directly into the

                                       11

Cash Management Agreement (FX1)

<PAGE>

Deposit Account for each applicable Property. The Borrowers shall obtain an
agreement (each, a "CREDIT CARD RECEIVABLES PAYMENT DIRECTION LETTER") from each
of the Persons paying or disbursing credit card receivables (each, a "CREDIT
CARD COMPANY" and collectively, the "CREDIT CARD COMPANIES"), in substantially
the form of EXHIBIT A attached hereto or as otherwise approved by Lender in its
reasonable discretion, pursuant to which the Credit Card Companies agree to pay
all credit card receivables for the Properties directly into the Lock Box
Account, and acknowledge and agree that Lender shall have a first priority
perfected security interest in such credit card receivables. Pursuant to the
Deposit Account Agreement, all available funds on deposit in the applicable
Deposit Account shall be deposited directly by the Deposit Bank into the Lock
Box Account by wire transfer on each Business Day.

            (b)   If any Borrower or Manager receives any Operating Revenues or
other income or revenues from any Property, or any Extraordinary Receipts, then
such receipt shall not constitute a Default provided (i) such amounts shall be
deemed to be Collateral and shall be held in trust for the benefit, and as the
property, of Lender, and (ii) such Borrower or Manager shall deposit such
amounts into the applicable Deposit Account within two (2) Business Days of
receipt.

            (c)   Without the prior written consent of Lender, which shall not
be unreasonably withheld, delayed or conditioned, neither the Borrowers nor
Manager shall (i) terminate, amend, revoke or modify any Credit Card Receivables
Payment Direction Letter in any manner whatsoever, or (ii) direct or cause any
Credit Card Company to pay any amount in any manner other than as provided in
the related Credit Card Receivables Payment Direction Letter, unless a
replacement Credit Card Receivables Payment Direction Letter in form reasonably
acceptable to Lender is executed and delivered to Lender by any proposed
replacement Credit Card Company prior to termination of the then effective
Credit Card Receivables Payment Direction Letter.

            (d)   Each Borrower and Manager shall also cause the proceeds of any
Business Interruption Insurance to be deposited directly into the Lock Box
Account as same are paid (or, if any such proceeds are received by such Borrower
or Manager, same shall be deposited into the Lock Box Account within two (2)
Business Days after receipt thereof) and such proceeds shall be allocated and
disbursed in accordance with Section 3.3 hereof. If the proceeds of any such
Business Interruption Insurance are paid in a lump sum, such proceeds shall be
deposited into the Loss Proceeds Account. Agent shall cause monthly amounts to
be transferred from the Loss Proceeds Account to the Lock Box Account as
directed by Lender (based upon a ratable allocation of such proceeds over the
casualty restoration period as reasonably determined by Lender) on the first
(1st) Business Day of each calendar month during the period of restoration of
the Property, and after transfer of same to the Lock Box Account, such amounts
shall be allocated and disbursed in accordance with Section 3.3 hereof.

            SECTION 2.3 ACCOUNT NAME. The Accounts shall each be in the names
set forth herein; provided, however, that if Lender transfers or assigns the
Loan, Agent, at Lender's request (with respect to the Accounts other than the
Deposit Account), and each Deposit Bank (with respect to its Deposit Account)
shall change the name of each Account to the name of the transferee or assignee.
If Lender retains a Servicer to service the Loan, Agent, at Lender's request,
shall change the name of each Account to the name of Servicer, as agent for
Lender.

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Cash Management Agreement (FX1)

<PAGE>

            SECTION 2.4 ELIGIBLE ACCOUNTS/CHARACTERIZATION OF ACCOUNTS. The
Borrowers and Agent shall maintain each Account (other than the Deposit Account)
as an Eligible Account. Each Account (other than the Deposit Account) is and
shall be treated as a "SECURITIES ACCOUNT" as such term is defined in Section
8-501(a) of the UCC. Agent hereby agrees that each item of property (whether
investment property, financial asset, securities, securities entitlement,
instrument, cash or other property) credited to each Account shall be treated as
a "FINANCIAL ASSET" within the meaning of Section 8-102(a)(9) of the UCC. Agent
shall, subject to the terms of this Agreement, treat Lender as entitled to
exercise the rights that comprise any financial asset credited to each Account.
All securities or other property underlying any financial assets credited to
each Account (other than cash) shall be registered in the name of Agent,
indorsed to Agent or in blank or credited to another securities account
maintained in the name of Agent and in no case will any financial asset credited
to any Account be registered in the name of any Borrower, payable to the order
of any Borrower or specially indorsed to any Borrower.

            SECTION 2.5 PERMITTED INVESTMENTS. Sums on deposit in the Accounts
may, at the Borrowers' election, be invested in Permitted Investments, provided
that, notwithstanding the foregoing, in no event will funds in the Deposit
Account be subject to any investment. Except during the existence of any Event
of Default, the Borrowers shall have the right to direct Agent to invest sums on
deposit in the Accounts in Permitted Investments. After an Event of Default and
during the continuance thereof, Lender may direct Agent to invest sums on
deposit in the Accounts in Permitted Investments as Lender shall determine in
its sole discretion. The Borrowers hereby irrevocably authorize and direct Agent
to apply any income earned from Permitted Investments to the respective
Accounts. The amount of actual losses sustained on a liquidation of a Permitted
Investment shall be deposited into the Lock Box Account by the Borrowers no
later than three (3) Business Days following such liquidation. The Borrowers
shall be responsible for payment of any federal, state or local income or other
tax applicable to income earned from Permitted Investments. The Accounts shall
be assigned the federal tax identification number of the applicable Borrowers,
which numbers are set forth on the signature page hereof. Any interest,
dividends or other earnings which may accrue on the Accounts shall be added to
the balance in the applicable Account and allocated and/or disbursed in
accordance with the terms hereof.

            III.  DEPOSITS

            SECTION 3.1 INITIAL DEPOSITS.

            (a)   The Borrowers shall deposit in the Debt Service Sub-Account on
the date hereof the amount of $69,936.53.

            (b)   The Borrowers shall deposit in the Impositions and Insurance
Reserve Sub-Account on the date hereof the amount of $1,235,704.81.

            (c)   The Borrowers shall deposit in the Hazardous Materials
Remediation Reserve Sub-Account on the date hereof the amount of $1,612.50.

                                       13

Cash Management Agreement (FX1)

<PAGE>

            (d)   The Borrowers shall deposit in the FF&E Reserve Account on the
date hereof the amount of $0.00.

            (e)   The Borrowers shall deposit in the Capital Improvement Reserve
Sub-Account on the date hereof the amount of $2,985,668.00.

            SECTION 3.2 ADDITIONAL DEPOSITS. The Borrowers shall make such
additional deposits into the Accounts as may be required by the Loan Agreement.

            SECTION 3.3 ALLOCATION OF FUNDS FROM THE LOCK BOX ACCOUNT.

            (a)   At any time other than after the occurrence and during the
continuance of an Event of Default, Agent shall allocate and deposit, as
applicable, all available funds on deposit in the Lock Box Account on each
Business Day of each calendar month (or such other period of time as set forth
below) in the following amounts and order of priority:

                  (i)   First, to the Impositions and Insurance Reserve
      Sub-Account, the Monthly Impositions and Insurance Amount for the next
      Monthly Payment Date;

                  (ii)  Second, (A) to the Agent, as Servicer, the monthly
      Servicing Fee on the Loan, and then (B) to the Debt Service Sub-Account,
      the Monthly Debt Service Payment Amount due under the Loan Agreement for
      the next Monthly Payment Date;

                  (iii) Third, to the FF&E Reserve Account, the Monthly FF&E
      Payment for the next Monthly Payment Date;

                  (iv)  Fourth, to the Operating Expense Sub-Account, funds
      sufficient to pay the Monthly Operating Expense Budget Amount for the next
      calendar Month;

                  (v)   Fifth, to the Operating Expense Sub-Account, funds in an
      amount necessary to pay Extraordinary Expenses approved by Lender, if any;

                  (vi)  Sixth, to the Operating Expense Sub-Account, subject to
      the terms and conditions of the Assignment of Management Agreement, any
      management fees due and owing to Manager which have not previously been
      paid to Manager, together with any fees payable to Manager for the next
      calendar month pursuant to the Management Agreement not otherwise paid
      pursuant to (iv) above;

                  (vii) Seventh, to the Debt Service Sub-Account any late
      payment charges, default interest, and any other amounts (other than
      interest and principal paid pursuant to (ii) above) then due and owing
      under the Loan Agreement;

                  (viii) Eighth, for so long as the Mezzanine Loan is
      outstanding, (A) to the Mezzanine Servicer, the monthly Allocable
      Mezzanine Servicing Fee, and then (B) to the Mezzanine Loan Debt Service
      Sub-Account, an amount equal to the Monthly Mezzanine Debt Service Payment
      Amount due for the next Monthly Payment Date under the Mezzanine Loan
      Agreement;

                                       14

Cash Management Agreement (FX1)

<PAGE>

                  (ix)  Ninth, if a Cash Trap Event shall have occurred and is
      continuing and the balance then held in the Minimum Balance SubAccount is
      less than the Minimum Balance, to the Minimum Balance Sub-Account until
      such Sub-Account contains the Minimum Balance;

                  (x)   Tenth, if a Cash Trap Event shall have occurred and is
      continuing, any amounts remaining in the Lock Box Account after deposits
      for items (i) through (ix) above shall be deposited into the Cash Trap
      Reserve Sub-Account; and

                  (xi)  Eleventh, if no Cash Trap Event shall have occurred and
      is continuing, any amounts remaining in the Lock Box Account after
      deposits for items (i) through (viii) above shall be paid to, or as
      directed by, the Borrowers.

            (b)   If there are insufficient funds in the Lock Box Account for
the deposits required by Sections 3.3(a)(i) through (iii) and (vii) above, the
Borrowers shall deposit such deficiency into the Lock Box Account on or before
the applicable Monthly Payment Date. Except as expressly provided in Section 6.8
of the Loan Agreement, under no circumstances shall Lender be required to
utilize the Cash Trap Reserve or funds in any other Sub-Account to cure any
deficiencies in any other Sub-Accounts. The deposit by the Borrowers of any such
deficiency pursuant to this Section 3.3(b) shall satisfy the obligation of the
Borrowers to make the related deposit under the Loan Agreement.

            (c)   The Borrowers shall use, or caused to be used, all
disbursements made to it under Sections 3.3(a)(iv) and (v) solely to pay
Operating Expenses in accordance with the Approved Operating Budget and to pay
Extraordinary Expenses for which Lender has approved disbursements under Section
3.3(a)(v) above.

            (d)   Notwithstanding anything to the contrary contained herein,
Lender shall not be obligated to make any disbursement from the Lock Box Account
(under Sections 3.3(a)(iv) and (v) or otherwise) to pay for any costs or
expenses (including legal fees) in connection with any dispute or defense of the
Borrowers under any of the Loan Documents.

            (e)   Upon the expiration of a Cash Trap Event in accordance with
Section 6.8 of the Loan Agreement, any funds remaining in the Cash Trap Reserve
Sub-Account and in the Minimum Balance Sub-Account will be disbursed pursuant to
Section 6.8 of the Loan Agreement.

            (f)   Notwithstanding anything herein to the contrary, upon the
occurrence and during the continuance of an Event of Default, all funds on
deposit in the Lock Box Account, the Sub-Accounts, the FF&E Reserve Account, and
any Loss Proceeds Account shall be disbursed to or as directed by Lender, it
being agreed that application of any such amounts shall be in Lender's sole
discretion and shall not be subject to the terms of Section 3.3(a) hereof.

            (g)   Except as otherwise agreed to by Lender in writing, no funds
shall be withdrawn from the FF&E Reserve Account other than in accordance with
the CapEx/FF&E Budget.

                                       15

Cash Management Agreement (FX1)

<PAGE>

            SECTION 3.4 DISBURSEMENTS FOR OPERATING EXPENSE AMOUNTS. The
Borrowers shall provide on a monthly basis (a) a reasonably detailed explanation
of any variances of ten percent (10%) or more between budgeted (as set forth in
the Approved Operating Budget) and actual Operating Expense amounts for any
month in the aggregate, and (b) with respect to any individual item with a cost
of $10,000 or more and not otherwise covered by the Approved Operating Budget,
all invoices or other backup requested by Lender to substantiate the amount
disbursed to the Borrowers pursuant to Section 3.3(a)(iv) and (v).

            IV.   PAYMENT OF FUNDS FROM SUB-ACCOUNTS

            SECTION 4.1 PAYMENTS FROM SUB-ACCOUNTS.

            (a)   Impositions and Insurance Reserve Sub-Account. Lender shall
have the right to withdraw amounts on deposit in the Impositions and Insurance
Reserve Sub-Account to pay (or reimburse any Borrower for repayment of)
Impositions and Insurance Premiums in accordance with the Loan Agreement.

            (b)   Debt Service Sub-Account. Lender shall have the right to
withdraw amounts from the Debt Service Sub-Account to pay: (i) default interest
and late charges, if any, and any amounts then due and payable under the Note
and the Loan Agreement, and (ii) the Monthly Debt Service Payment Amount on each
Monthly Payment Date on which same are due and payable under the Loan Agreement.

            (c)   Operating Expense Sub-Account. Funds deposited into the
Operating Expense Sub-Account pursuant to Sections 3.3(a)(iv) through (vi) shall
be distributed to the Borrowers on each Business Day.

            (d)   Mezzanine Loan Debt Service Sub-Account. On each Monthly
Payment Date, all funds held in the Mezzanine Loan Debt Service Sub-Account
shall be distributed to Mezzanine Lender, and such distribution shall be deemed
to have been distributed by the Borrowers to the Mezzanine Borrowers and shall
be applied by Mezzanine Borrowers to the obligations under the Mezzanine Loan
Agreement.

            (e)   Distributions to the Borrowers. Following the date in each
month that Borrower has made all required deposits pursuant to Section 3.3(i)
through (viii), to the extent that Excess Cash Flow is to be distributed to the
Borrowers pursuant to Section 3.3(a)(xi) above, such funds shall be distributed
to the Borrowers on each Business Day.

            (f)   FF&E Reserve Account. Distributions from the FF&E Reserve
Account will be made in accordance with Section 2.1(f).

            (g)   Minimum Balance Sub-Account. Distributions from the Minimum
Balance Sub-Account will be made in accordance with Section 2.1(g).

            SECTION 4.2 REQUESTS FOR WITHDRAWALS FROM THE HAZARDOUS MATERIALS
REMEDIATION RESERVE SUB-ACCOUNT AND CAPITAL IMPROVEMENT RESERVE SUB-ACCOUNT.
Agent shall disburse funds on deposit in the Hazardous Materials Remediation
Reserve Sub-Account and the Capital Improvement Reserve Sub-Account within five
(5) Business Days after written

                                       16

Cash Management Agreement (FX1)

<PAGE>

request made from time to time (but not more often than twice per calendar
month) by the Borrowers in accordance with the terms and conditions of Section
6.7 of the Loan Agreement.

            SECTION 4.3 SOLE DOMINION AND CONTROL. The Borrowers and Manager
acknowledge and agree that the Accounts are subject to the sole dominion,
control and discretion of Lender, its authorized agents or designees, including
Agent, subject to the terms hereof and the Loan Agreement. Neither the Borrowers
nor Manager shall have any right of withdrawal with respect to any Account
except, subject to the terms and conditions hereof and the Loan Agreement, the
FF&E Reserve Account. Agent shall have the right and agrees to comply with the
instructions of Lender with respect to the Accounts without the further consent
of the Borrowers or Manager. Agent shall comply with all "entitlement orders"
(as defined in Section 8-102(a)(8) of the UCC) and instructions originated by
Lender without further consent by the Borrowers or any other Person.

            V.    PLEDGE OF ACCOUNTS

            SECTION 5.1 SECURITY FOR OBLIGATIONS. (a) To secure the full and
punctual payment and performance of all Obligations of the Borrowers under the
Loan Agreement, the Note, the Security Instruments, this Agreement and all other
Loan Documents, the Borrowers hereby grant to Lender a first priority continuing
security interest in and to the following property of the Borrowers, whether now
owned or existing or hereafter acquired or arising and regardless of where
located (all of the same, collectively, the "COLLATERAL"):

                  (i)   the Deposit Account, the Lock Box Account, each of the
      Sub-Accounts, the FF&E Reserve Account, any Loss Proceeds Account and all
      cash, checks, drafts, certificates and instruments, if any, from time to
      time deposited or held in the Lock Box Account, each of the Sub-Accounts,
      any Loss Proceeds Account and the FF&E Reserve Account, including, without
      limitation, all deposits or wire transfers made to the Deposit Account,
      the Lock Box Account, each of the Sub-Accounts, the FF&E Reserve Account,
      and any Loss Proceeds Account;

                  (ii)  any and all amounts invested in Permitted Investments;

                  (iii) all interest, dividends, cash, instruments and other
      property from time to time received, receivable or otherwise payable in
      respect of, or in exchange for, any or all of the foregoing; and

                  (iv)  to the extent not covered by clauses (i), (ii) or (iii)
      above, all "proceeds" (as defined under the Uniform Commercial Code as in
      effect in the State of New York (the "UCC")) of any or all of the
      foregoing.

            (b)   Lender and Agent, as agent for Lender, shall have with respect
to the Collateral, in addition to the rights and remedies herein set forth, all
of the rights and remedies available to a secured party under the UCC, as if
such rights and remedies were fully set forth herein.

            SECTION 5.2 RIGHTS ON DEFAULT. Upon the occurrence and during the
continuance of an Event of Default, Lender shall promptly notify Agent of such
Event of Default

                                       17

Cash Management Agreement (FX1)

<PAGE>

and, without notice from Lender, (a) the Borrowers shall have no further right
in respect of (including, without limitation, the right to instruct Lender or
Agent to transfer from) the Accounts, (b) Lender may direct Agent to liquidate
and transfer any amounts then invested in Permitted Investments to the Accounts
or reinvest such amounts in other Permitted Investments as Lender may reasonably
determine is necessary to perfect or protect any security interest granted or
purported to be granted hereby or to enable Agent, as agent for Lender, or
Lender to exercise and enforce Lender's rights and remedies hereunder with
respect to any Collateral, and (c) Lender may apply any Collateral to any
Obligations in such order of priority as Lender may determine. The proceeds of
any disposition of the Collateral, or any part thereof, may be applied by Lender
to the payment of the Obligations in such priority and proportions as Lender in
its discretion shall deem proper.

            SECTION 5.3 FINANCING STATEMENT; FURTHER ASSURANCES. Simultaneously
herewith, the Borrowers shall deliver to Lender for filing a financing statement
or statements in connection with the Collateral in the form reasonably required
by Lender to properly perfect Lender's security interest therein to the extent a
security interest in the Collateral may also be perfected by filing. The
Borrowers agree that at any time and from time to time, at the expense of the
Borrowers, the Borrowers will promptly execute and deliver all further
instruments and documents, and take all further actions, that may be reasonably
necessary, or that Agent or Lender may reasonably request, in order to perfect
and protect any security interest granted or purported to be granted hereby
(including, without limitation, any security interest in and to any Permitted
Investments) or to enable Agent or Lender to exercise and enforce its rights and
remedies hereunder with respect to any Collateral. In the event of any change in
name, identity or structure of any Borrower, such Borrower shall notify Lender
thereof and promptly after Lender's reasonable request shall file and record, or
deliver to Lender, such UCC financing statements (if any) as are necessary to
maintain the priority of Lender's lien upon and security interest in the
Collateral, and shall pay all expenses and fees in connection with the filing
and recording thereof. If Lender shall require the filing or recording of
additional UCC financing or continuation statements, the Borrowers shall,
promptly after request, execute, if necessary, file and record such UCC
financing or continuation statements as Lender shall deem reasonably necessary,
and shall pay all reasonable expenses and fees in connection with the filing and
recording thereof.

            SECTION 5.4 TERMINATION OF AGREEMENT. This Agreement shall create a
continuing security interest in the Collateral and shall remain in full force
and effect until payment in full of the Obligations. Upon payment and
performance in full of the Obligations, this Agreement shall terminate and the
Borrowers shall be entitled to the return, at their expense, of such of the
Collateral as shall not have been sold or otherwise applied pursuant to the
terms hereof, and Agent and/or Lender shall execute such instruments and
documents as may be reasonably requested by the Borrowers to evidence such
termination and the release of the lien hereof including, without limitation,
letters to Credit Card Companies, as applicable, prepared by the Borrowers and
reasonably acceptable to Lender rescinding the instructions set forth in the
Credit Card Receivables Payment Direction Letter and UCC-3 termination
statements.

                                       18

Cash Management Agreement (FX1)

<PAGE>

            VI.   RIGHTS AND DUTIES OF LENDER AND AGENT

            SECTION 6.1 REASONABLE CARE. Beyond the exercise of reasonable care
in the custody thereof or as otherwise expressly provided herein, neither Agent
nor Lender shall have any duty as to any Collateral in its possession or control
as agent therefor or bailee thereof or any income thereon or the preservation of
rights against any Person or otherwise with respect thereto. Agent and Lender
each shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which Agent or Lender accords its own
property, it being understood that Agent and/or Lender shall not be liable or
responsible for any loss or damage to any of the Collateral, or for any
diminution in value thereof, by reason of the act or omission of Agent or
Lender, its Affiliates, agents, employees or bailees, except to the extent that
such loss or damage results from such Person's gross negligence or willful
misconduct, provided that nothing in this Article VI shall be deemed to relieve
Agent from the duties and standard of care which, as a commercial bank, it
generally owes to depositors. Neither Lender nor Agent shall have any liability
for any loss resulting from the investment of funds in Permitted Investments in
accordance with the terms and conditions of this Agreement.

            SECTION 6.2 INDEMNITY. Agent, in its capacity as agent hereunder,
shall be responsible for the performance only of such duties as are specifically
set forth herein, and no duty shall be implied from any provision hereof. Agent
shall not be under any obligation or duty to perform any act which would involve
it in expense or liability or to institute or defend any suit in respect hereof,
or to advance any of its own monies. The Borrowers shall indemnify and hold
Agent and Lender, their respective employees, officers, directors and agents
harmless from and against any loss, liability, cost or damage (including,
without limitation, reasonable attorneys' fees and disbursements) incurred by
Agent or Lender in connection with the transactions contemplated hereby, except
to the extent that such loss or damage results from such Person's gross
negligence or willful misconduct. The foregoing indemnity shall survive the
termination of this Agreement and the resignation and removal of Agent.

            SECTION 6.3 RELIANCE. Agent shall be protected in acting upon any
notice, resolution, request, consent, order, certificate, report, opinion, bond
or other paper, document or signature believed by it to be genuine, and it may
be assumed that any person purporting to act on behalf of any Person giving any
of the foregoing in connection with the provisions hereof has been duly
authorized to do so. Agent may consult with legal counsel, and the advice or
opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken or suffered by it hereunder and in good faith in
accordance therewith. Agent shall not be liable for any act or omission done or
omitted to be done by Agent in reliance upon any instruction, direction or
certification received by Agent and without gross negligence or willful or
reckless misconduct. Agent shall be entitled to execute any of the powers
hereunder or perform any duties hereunder either directly or through agents or
attorneys; provided, however, that the execution of such powers by any such
agents or attorneys shall not diminish, or relieve Agent for, responsibility
therefor to the same degree as if Agent itself had executed such powers.

                                       19

Cash Management Agreement (FX1)

<PAGE>

            SECTION 6.4 RESIGNATION OF AGENT.

            (a)   Agent shall have the right to resign as Agent hereunder upon
sixty (60) days' prior written notice to the Borrowers and Lender, and in the
event of such resignation, the Borrowers shall appoint a successor Agent which
must be an Eligible Bank. No such resignation by Agent shall become effective
until a successor Agent shall have accepted such appointment and executed an
instrument by which it shall have assumed all of the rights and obligations of
Agent hereunder. If no such successor Agent is appointed within sixty (60) days
after receipt of the resigning Agent's notice of resignation, the resigning
Agent may petition a court for the appointment of a successor Agent.

            (b)   In connection with any resignation by Agent, (i) the resigning
Agent shall, (A) duly assign, transfer and deliver to the successor Agent this
Agreement and all cash and Permitted Investments held by it hereunder, (B)
deliver such financing statements and execute and deliver such other instruments
prepared by the Borrowers and reasonably approved by Lender or prepared by
Lender as may be reasonably necessary to assign to the successor Agent, as agent
for Lender, any security interest in the Collateral existing in favor of the
retiring Agent hereunder and to otherwise give effect to such succession and (C)
take such other actions as may be reasonably required by Lender or the successor
Agent in connection with the foregoing and (ii) the successor Agent shall
establish in Lender's name, as secured party, cash collateral accounts, which
shall become the Accounts for purposes of this Agreement upon the succession of
such Agent, and which Accounts shall also be "securities accounts" within the
meaning of the UCC.

            (c)   Lender at its sole discretion shall have the right, upon
thirty (30) days notice to Agent, to substitute Agent with a successor Agent
that satisfies the requirements of an Eligible Bank or to have one or more of
the Accounts held by another Eligible Bank, provided that such successor Agent
shall perform the duties of Agent pursuant to the terms of this Agreement.

            SECTION 6.5 LENDER APPOINTED ATTORNEY-IN-FACT. The Borrowers hereby
irrevocably constitute and appoint Lender as the Borrowers' true and lawful
attorney-in-fact, coupled with an interest and with full power of substitution,
to exercise and enforce every right, power, remedy, option and privilege of the
Borrowers with respect to the Collateral, and do in the name, place and stead of
the Borrowers, all such acts, things and deeds for and on behalf of and in the
name of the Borrowers, which the Borrowers are required to do hereunder or under
the other Loan Documents or which Agent or Lender may reasonably deem necessary
to more fully vest in Lender the rights and remedies provided for herein and to
accomplish the purposes of this Agreement including, without limitation, the
filing of any UCC financing statements or continuation statements in appropriate
public filing offices on behalf of the Borrowers, in any of the foregoing cases,
upon the Borrowers' failure to take any of the foregoing actions within ten (10)
days after notice from Lender. The foregoing powers of attorney are irrevocable
and coupled with an interest. If any Borrower fails to perform any agreement
herein contained and such failure shall continue for ten (10) days after notice
of such failure is given to such Borrower, Lender may perform or cause
performance of any such agreement, and any reasonable expenses of Lender and
Agent in connection therewith shall be paid by the Borrowers.

                                       20

Cash Management Agreement (FX1)

<PAGE>

            SECTION 6.6 ACKNOWLEDGMENT OF LIEN/OFFSET RIGHTS. Agent hereby
acknowledges and agrees with respect to the Accounts that (a) the Accounts shall
be held by Agent in the names set forth herein, (b) all funds held in the
Accounts shall be held for the benefit of Lender, (c) the Borrowers have granted
to Lender a first priority security interest in the Collateral, (d) Agent shall
not disburse any funds from the Accounts except as provided herein, and (e)
Agent shall invest and reinvest any balance of the Accounts in Permitted
Investments in accordance with Section 2.5 hereof. Agent hereby waives any right
of offset, banker's lien or similar rights against, or any assignment, security
interest or other interest in, the Collateral.

            SECTION 6.7 REPORTING PROCEDURES.

            Agent shall provide the Borrowers and Lender with a record of all
checks and any other items deposited to the Lock Box Account or processed for
collection. Agent shall send a daily credit advice to the Borrowers and Manager,
which credit advice shall specify the amount of each receipt deposited into each
Account on such date. Agent shall send a monthly report to the Borrowers,
Manager and Lender, which monthly report shall specify the credits and charges
to the Accounts for the previous calendar month. Agent shall, at the request of
Lender, establish Lender and its designated Servicer, and the Borrowers, as
users of Agent's electronic data transfer system in accordance with Agent's
standard procedures; provided that, the Borrowers' access shall be limited to
information services and shall under no circumstances provide the Borrowers with
transaction rights in any such account. Upon request of Lender or its designated
Servicer, (i) Agent shall send to Lender or its designated Servicer, as
applicable, either (x) copies of the daily credit advices and any other advices
or reports furnished by Agent to the Borrowers and/or Manager hereunder or (y)
information on Account balances, to the extent said balances in the Accounts
have changed from the previous report, the aggregate amount of withdrawals from
the Accounts and other similar information via the electronic data transfer
system or facsimile transmission on a daily basis, and (ii) Agent shall advise
Lender or its designated Servicer, as applicable, of the amount of available
funds in the Accounts and shall deliver to Lender or its designated Servicer
copies of all statements and other information concerning the Accounts, to the
extent that the balances in the Accounts have changed from the previous report,
as Lender or its designated Servicer shall reasonably request. In the event
Agent shall resign as Agent hereunder, Agent shall provide the Borrowers with a
final written accounting, including closing statements, with respect to the
Accounts within thirty (30) days of resignation.

            VII.  REMEDIES

            SECTION 7.1 REMEDIES. Upon the occurrence and during the continuance
of an Event of Default, Lender or Agent at the direction of Lender, as agent for
Lender, may:

            (a)   without notice to the Borrowers, except as required by law,
and at any time or from time to time, charge, set-off and otherwise apply all or
any part of the Collateral against the Obligations or any part thereof,
including, without limitation, reasonable costs and expenses set forth in
Section 8.4 hereof;

            (b)   in its sole discretion, at any time and from time to time,
exercise any and all rights and remedies available to it under this Agreement,
and/or as a secured party under the UCC and/or under any other applicable law or
in equity; and

                                       21

Cash Management Agreement (FX1)

<PAGE>

            (c)   demand, collect, take possession of, receive, settle,
compromise, adjust, sue for, foreclose or realize upon the Collateral (or any
portion thereof) as Lender may determine in its sole discretion.

            SECTION 7.2 WAIVER. The Borrowers hereby expressly waive, to the
fullest extent permitted by law, presentment, demand, protest or any notice of
any kind in connection with this Agreement or the Collateral. The Borrowers
acknowledge and agree that ten (10) days' prior written notice of the time and
place of any public sale of the Collateral or any other intended disposition
thereof shall be reasonable and sufficient notice to the Borrowers within the
meaning of the UCC.

            VIII. MISCELLANEOUS

            SECTION 8.1 TRANSFERS AND OTHER LIENS. Each Borrower agrees that it
will not (i) sell or otherwise dispose of any of the Collateral or (ii) create
or permit to exist any Lien upon or with respect to all or any of the
Collateral, except for the Lien granted under this Agreement.

            SECTION 8.2 LENDER'S RIGHT TO PERFORM BORROWER'S OBLIGATIONS; NO
LIABILITY OF LENDER. If any Borrower fails to perform any of the covenants or
obligations contained herein, and such failure shall continue for a period ten
(10) Business Days after such Borrower's receipt of written notice thereof from
Lender, Lender may itself perform, or cause performance of, such covenants or
obligations, and the reasonable expenses of Lender incurred in connection
therewith shall be payable by the Borrowers to Lender. Notwithstanding Lender's
right to perform certain obligations of the Borrowers, it is acknowledged and
agreed that the Borrowers retain control of the Property and operation thereof
and notwithstanding anything contained herein or Agent's or Lender's exercise of
any of its rights or remedies hereunder, under the Loan Documents or otherwise
at law or in equity, neither Agent nor Lender shall be deemed to be a
mortgagee-in-possession nor shall Lender be subject to any liability with
respect to the Property or otherwise based upon any claim of lender liability
except as a result of Lender's gross negligence or willful misconduct.

            SECTION 8.3 NO WAIVER. The rights and remedies provided in this
Agreement and the other Loan Documents are cumulative and may be exercised
independently or concurrently, and are not exclusive of any other right or
remedy provided at law or in equity. No failure to exercise or delay by Agent or
Lender in exercising any right or remedy hereunder or under the Loan Documents
shall impair or prohibit the exercise of any such rights or remedies in the
future or be deemed to constitute a waiver or limitation of any such right or
remedy or acquiescence therein. Every right and remedy granted to Agent and/or
Lender hereunder or by law may be exercised by Agent and/or Lender at any time
and from time to time, and as often as Agent and/or Lender may deem it
expedient. Any and all of Agent's and/or Lender's rights with respect to the
lien and security interest granted hereunder shall continue unimpaired, and the
Borrowers shall be and remain obligated in accordance with the terms hereof,
notwithstanding (a) any proceeding of the Borrowers under the Federal Bankruptcy
Code or any bankruptcy, insolvency or reorganization laws or statutes of any
state, (b) the release or substitution of Collateral at any time, or of any
rights or interests therein or (c) any delay, extension of time, renewal,
compromise or other indulgence granted by the Agent and/or Lender in the event
of any default, with respect to the Collateral or otherwise hereunder. No delay
or extension of time by

                                       22

Cash Management Agreement (FX1)

<PAGE>

Agent and/or Lender in exercising any power of sale, option or other right or
remedy hereunder, and no notice or demand which may be given to or made upon the
Borrowers by Agent and/or Lender, shall constitute a waiver thereof, or limit,
impair or prejudice Agent's and/or Lender's right, without notice or demand, to
take any action against the Borrowers or to exercise any other power of sale,
option or any other right or remedy.

            SECTION 8.4 EXPENSES. Agent shall be entitled to deduct from the
Lock Box Account for its own account the monthly Servicing Fee for which the
Borrowers are responsible pursuant to Section 2.11 of the Loan Agreement prior
to making any disbursements pursuant to Section 3.3(a)(ii) hereof, and, for so
long as the Mezzanine Loan is outstanding, Agent shall deduct from the Lock Box
Account the monthly Allocable Mezzanine Servicing Fee for which the Mezzanine
Borrower is responsible pursuant to Section 2.11 of the Mezzanine Loan Agreement
to be remitted to the Mezzanine Servicer prior to making any disbursements
pursuant to Section 3.3(a)(viii) hereof. The Collateral shall secure, and the
Borrowers shall pay to Agent and Lender within five (5) Business Days of the
written demand therefor, from time to time, all reasonable costs and expenses
(including, but not limited to, reasonable attorneys' fees and disbursements,
and transfer, recording and filing fees, taxes and other charges) of, or
incidental to, the creation or perfection of any lien or security interest
granted or intended to be granted hereby, the custody, care, sale, transfer,
administration, collection of or realization on the Collateral, or in any way
relating to the enforcement, protection or preservation of the rights or
remedies of Agent and/or Lender under this Agreement, the Loan Agreement, the
Note, the Security Instruments, or the other Loan Documents. Standard and
customary fees and charges associated with the Accounts shall be included on a
monthly consolidated account analysis statement which Agent shall submit to the
Borrowers for the Borrowers' payment. This statement shall set forth the fees
and charges payable for such month, including, but not limited to reasonable
fees and reasonable expenses incurred in connection with this Agreement and be
accompanied by reasonably detailed supporting documentation. Agent shall be
entitled to charge the Accounts for such reasonable fees and expenses as
indicated by the analysis statement.

            SECTION 8.5 ENTIRE AGREEMENT. This Agreement constitutes the entire
and final agreement between the parties with respect to the subject matter
hereof and may not be changed, terminated or otherwise varied, except by a
writing duly executed by the parties.

            SECTION 8.6 NO WAIVER. No waiver of any term or condition of this
Agreement, whether by delay, omission or otherwise, shall be effective unless in
writing and signed by the party sought to be charged, and then such waiver shall
be effective only in the specific instance and for the purpose for which given.

            SECTION 8.7 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, their respective successors
and permitted assigns.

            SECTION 8.8 NOTICES. All notices, demands, requests, consents,
approvals and other communications (any of the foregoing, a "NOTICE") required,
permitted, or desired to be given hereunder to the Borrowers, Lender or Manager
shall be in writing and delivered to such parties at the addresses and in the
manner provided in Section 14.5 of the Loan Agreement. Notices to the Agent
shall be addressed as follows:

                                       23

Cash Management Agreement (FX1)

<PAGE>

                                 Wachovia Bank, National Association
                                 8739 Research Drive
                                 URP4
                                 Charlotte, North Carolina  28288-1075
                                 Attention: David Tucker
                                 Facsimile No.: (704) 593-7737

            SECTION 8.9 CAPTIONS. All captions in this Agreement are included
herein for convenience of reference only and shall not constitute part of this
Agreement for any other purpose.

            SECTION 8.10 GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in all respects in accordance with the laws of the State
of New York without regard to conflicts of law principles of such State.

            SECTION 8.11 COUNTERPARTS. This Agreement may be executed in any
number of counterparts.

            SECTION 8.12 EXCULPATION. The provisions of Article XII of the Loan
Agreement are hereby incorporated by reference into this Agreement as to the
liability of the Borrowers hereunder to the same extent and with the same force
as if fully set forth herein, and shall apply equally to Manager to the same
extent and with the same force as if fully set forth herein, provided, however,
that notwithstanding the foregoing, there shall be personal liability to the
Borrowers and Manager for the payment to Lender of all losses, damages, costs
and expenses suffered or incurred by Lender and arising from the failure of the
Borrowers and/or Manager to comply with the provisions of Section 2.2 of this
Agreement.

            SECTION 8.13 LOAN AGREEMENT. If any inconsistency exists between the
terms of this Agreement and the terms of the Loan Agreement, the terms of the
Loan Agreement shall prevail.

                                       24

Cash Management Agreement (FX1)

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                LENDER:

                                MERRILL LYNCH MORTGAGE LENDING, INC.

                                By: /s/ Robert Spinna
                                    --------------------------------
                                Name: Robert Spinna
                                Title: Vice President

                                AGENT:

                                WACHOVIA BANK, NATIONAL ASSOCIATION

                                By: /s/ David C. Tucker
                                    --------------------------
                                Name: David C. Tucker
                                Title: Vice President

                                MANAGER:

                                LODGIAN MANAGEMENT CORP.

                                By: /s/ Daniel E. Ellis
                                    ------------------------------
                                Name: Daniel E. Ellis
                                Title:  Vice President and Secretary

                   [SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Cash Management Agreement (FX1)

<PAGE>

                                BORROWERS:

                                MPAC HOTELS I, L.L.C.
                                LODGIAN DENVER LLC
                                LODGIAN HOTELS FIXED I, LLC
                                MACON HOTEL ASSOCIATES, L.L.C.
                                SERVICO NORTHWOODS, INC.

                                By: /s/ Daniel E. Ellis
                                    -----------------------------
                                Name:  Daniel E. Ellis
                                Title: Vice President and Secretary, or
                                       Authorized Signatory for each of the
                                       entities listed above

Cash Management Agreement (FX1)

<PAGE>

                                    EXHIBIT A

            Form of Credit Card Receivables Payment Direction Letter

                                     [Date]

___________________________
___________________________
___________________________

            Re:   _______________________ (the "COMPANY")

Gentlemen:

            ________________ (the "PROCESSOR") has entered into arrangements
pursuant to which Processor acts as credit card processing service provider with
respect to certain credit card and debit card sales by Company and makes
payments to Company in respect of such sales as set forth in the [Merchant
Services Bankcard Agreement], dated _____________ between Processor and Company
(and together with any replacement agreement thereto, referred to herein as the
"CARD PROCESSING AGREEMENT").

            Please be advised that Company has entered or is about to enter into
financing arrangements with Merrill Lynch Mortgage Lending, Inc. (the "LENDER")
pursuant to which Lender may from time to time make loans and advances and
provide other financial accommodations to Company, secured by, among other
things, all of Company's right, title and interest in and to all deposit and
other bank accounts and proceeds of the foregoing, including all amounts at any
time payable by Processor to Company pursuant to the Card Processing Agreement
or otherwise.

            Notwithstanding anything to the contrary contained in the Card
Processing Agreement or any prior instructions to Processor, unless and until
Processor receives written instructions from Lender to the contrary, effective
as of the day after the date of Processor's written acknowledgement below all
amounts payable by Processor to Company pursuant to the Card Processing
Agreement or otherwise shall be sent by federal funds wire transfer or
electronic depository transfer to the following bank account of Lender:

                            ___________ (the "BANK")
                             ABA Number: ___________
 For the Account of: Lock Box Account for the benefit of Merrill Lynch Mortgage
                    Lending, Inc., its successors and assigns
                          Account Number: ____________
                      Attn: ____________, Fax: ____________

            In the event Processor at any time receives any other instructions
from Lender with respect to the disposition of amounts payable by or through
Processor to Company pursuant to

                                       A-1

Cash Management Agreement (FX1)

<PAGE>

the Card Processing Agreement or otherwise, Processor is hereby irrevocably
authorized and directed to follow such instructions, without inquiry as to
Lender's right or authority to give such instructions. Company and Lender
acknowledge that (a) any instructions from Lender to Processor to change the
account to which funds must be sent by a vice president or other officer of
Lender to ____________; (b) such instructions shall only provide for funds to be
sent to a single deposit account of Lender, in a manner with respect to the
nature of the funds transfer and at times consistent with the payment practices
of Processor as then in effect, unless otherwise agreed by Processor. The
Company agrees to hold harmless Processor for any action taken by Processor in
accordance with the terms of this letter and the Card Processing Agreement; and
Lender shall complete such account change forms as Processor may require. The
Company hereby acknowledges that the account set forth above is owned by Company
but is under the control of Lender.

            Lender and Company hereby confirm and agree as follows: (i) the Card
Processing Agreement is in full force and effect and (ii) this Payment Direction
Letter does not prohibit or limit any rights Processor possesses under the Card
Processing Agreement, including but not limited to Processor's right to debit,
offset or charge back any amount owing to Processor under the Card Processing
Agreement or any replacement or renewal thereof, against funds sent to or to be
sent to the above referenced bank account.

            This Payment Direction Letter cannot be changed, modified, or
terminated, except by written agreement signed by Lender, Company and Processor.
Processor agrees to use reasonable efforts to ensure payment instructions are
followed, but Lender and Company herein acknowledge that Processor shall incur
no liability for changes or modifications wherein Processor has received
instructions from Company or Lender to change deposit instructions. The terms of
this Payment Direction Letter shall be governed by the laws of the State of New
York.

         Please acknowledge your receipt of, and agreement to, the foregoing by
signing in the space provided below.

                                    Very truly yours,
                                    ________________ (the "COMPANY")

                                    By:   ___________________________
                                          Name:
                                          Title:
                                    Date: ____________________________

Agreed to by Processor:

________________________________

By:_____________________________
Name:
Title:

                                       A-2

Cash Management Agreement (FX1)

</TEXT>
</DOCUMENT>
