Common use of Account Collateral Clause in Contracts

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested in Permitted Investments selected by Lender. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts shall be for the account of Borrower and shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly). After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to pledges the Account Collateral and the Operating Account to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first‑priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral AccountsAccounts other than the Operating Account. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Accounts shall be invested only in Permitted Investments, which Permitted Investments shall be credited to the related Collateral Account. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be invested retained in Permitted Investments selected by Lenderthe Collateral Accounts from which they were derived. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts Basic Carrying Costs Escrow Account shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall have the right at any time to withdraw such amounts from the Basic Carrying Costs Escrow Account. All fees of the Cash Management Bank and the Lockbox Bank shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly)by Borrower. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components in such sequence as Lender shall elect in its sole discretion, ) and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to pledges the Account Collateral and the Operating Account to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first-priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in Accounts other than the Collateral Accounts shall not be commingled with any other monies at any timeOperating Account. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. The Collateral Accounts shall not constitute trust funds and, except for the Cash Management Account, the Lockbox Account and the Operating Account, may be commingled with other monies held by Lender. Funds in the Collateral Accounts shall be invested only in Permitted Investments, which Permitted Investments shall be credited to the related Collateral Account. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be invested retained in Permitted Investments selected by Lenderthe Collateral Accounts from which they were derived and applied to the purposes of such account. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts Basic Carrying Costs Escrow Account shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall have the right at any time to withdraw such amounts from the Basic Carrying Costs Escrow Account. All fees of the institutions at which the Collateral Accounts are maintained shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly)by Borrower. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components in such sequence as Lender shall elect in its sole discretion, ) and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to pledges the Account Collateral to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first-priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral AccountsAccounts other than the Distribution Account. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested in Permitted Investments selected by Lender. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts shall not be for invested. All fees of the account of Borrower and Cash Management Bank shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly)by Borrower. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, Accounts either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and Loan, the Note Components and the Notes in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested at Lender's discretion only in Permitted Investments, which Permitted Investments selected by Lendershall be credited to the related Collateral Account. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be retained in the Collateral Accounts from which they were derived. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts Basic Carrying Costs Escrow Account shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall be paid have the right at any time to Borrower upon written request therefor (but in any event, not more often than monthly)cause the Cash Management Bank to remit such amounts to Lender. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components Notes, in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to pledges the Account Collateral to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first-priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. The Collateral Accounts shall not constitute trust funds and, except for the Cash Management Account, may be commingled with other monies held by Lender. Funds in the Collateral Accounts shall be invested only in Permitted Investments, which Permitted Investments shall be credited to the related Collateral Account. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be invested retained in Permitted Investments selected by Lenderthe Collateral Accounts from which they were derived. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts Basic Carrying Costs Escrow Account shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall have the right at any time to withdraw such amounts from the Basic Carrying Costs Escrow Account. All fees of the institutions at which the Collateral Accounts are maintained shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly)by Borrower. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and Loan, the Note Components and the Notes in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender Collateral Agent, for the benefit of Lender, in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender Collateral Agent and shall be in the name of Borrower, as pledgor, and LenderCollateral Agent, as pledgeepledgee for the benefit of Lender. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender Administrative Agent, at the direction of the Required Lenders in its their reasonable discretion discretion, may require and shall provide all other evidence reasonably requested by Lender Administrative Agent to evidence or perfect its the Collateral Agent’s first-priority security interest in the Account Collateral. Funds Within five Business Days of the establishment of any Pledged Operating Account not in existence as of the date hereof, Borrower shall execute and deliver to Administrative Agent and Collateral Agent an Account shall be invested in Permitted Investments selected by Lender. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts shall be for the account of Borrower and shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly). After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to BorrowerControl Agreement with respect thereto. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender Administrative Agent may, at the direction of the Required Lenders in its their sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in related to the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components Notes in such sequence as Lender Administrative Agent shall elect at the direction of Required Lenders in its their sole discretion, and/or toward the payment of Taxes, Property expensesOperating Expenses and Capital Expenditures.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested at Lender’s discretion only in Permitted Investments selected by Lenderwhich Permitted Investments shall be credited to the related Collateral Account. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be retained in the Collateral Accounts from which they were derived. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts Basic Carrying Costs Escrow Account shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall be paid have the right at any time to Borrower upon written request therefor (but in any event, not more often than monthly)cause the Cash Management Bank to remit such amounts to Lender. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents.. | NY\1631294.13 mle xx xxxx Loan Agreement|| (c) During Upon the occurrence and during the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components Notes, in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Borrower subject to Lender, as pledgee's Lien on the Collateral Accounts. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested in Permitted Investments selected by Lender. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts shall be for the account of Borrower and shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly). After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components Notes in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expensesTaxes, Operating Expenses and Capital Expenditures.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to pledges the Account Collateral and the Operating Account to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first-priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in Accounts other than the Collateral Accounts shall not be commingled with any other monies at any timeOperating Account. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. The Collateral Accounts shall not constitute trust funds and, except for the Cash Management Account, the Lockbox Account and the Operating Account, may be commingled with other monies held by Lender. Funds in the Collateral Account Accounts shall be invested only in Permitted Investments, which Permitted Investments selected by Lendershall be credited to the related Collateral Account. Unless otherwise required by applicable law, provided no Event of Default is continuing, all All income and gains from the investment of funds in the Collateral Accounts shall be retained in the Collateral Accounts from which they were derived for the account benefit of Borrower and Borrower. All fees of the institutions at which the Collateral Accounts are maintained shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly)by Borrower. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral AccountsAccounts (if any), either toward the components of the Indebtedness (e.g.to pay down accrued and outstanding interest and principal in the order as provided under Section 1.2(a)) and, interestthen, principal and all other amounts then due and payable hereunder), under the Loan and the Note Components in such sequence as Lender shall elect in its sole discretion, Documents and/or toward the payment of Property expenses.

Account Collateral. (a) Each of Borrower and Operating Lessee hereby grants a perfected first-priority security interest in favor of Lender in and to pledges the Account Collateral to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first-priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender Lender. Each of Borrower and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower Operating Lessee shall have no right to make withdrawals from any of the Collateral AccountsAccounts other than the Distribution Account. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Each of Borrower and Operating Lessee shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested in Permitted Investments selected by Lender. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts shall not be for invested. All fees of the account of Borrower and Cash Management Bank shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly)by Borrower. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, Accounts either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and Loan, the Note Components and the Notes in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to pledges the Account Collateral and the Operating Account to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first-priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and Lender; provided, however, that Borrower shall be in have direct access to the name Operating Account so long as no Event of Borrower, as pledgor, and Lender, as pledgeeDefault or Trigger Period exists. Borrower shall have no right to make withdrawals from any of the Collateral AccountsAccounts other than the Operating Account. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Accounts shall be invested only in Peunitted Investments, which Permitted Investments shall be credited to the related Collateral Account. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be invested retained in Permitted Investments selected by Lenderthe Collateral Accounts from which they were derived. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts Basic Carrying Costs Escrow Account shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall have the right at any time to withdraw such amounts from the Basic Carrying Costs Escrow Account. All fees of the Cash Management Bank and the Lockbox Bank shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly)by Borrower. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and Loan, the Note Components and the Notes, in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower Obligor hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of BorrowerObligor, as pledgor, and Lender, as pledgee. Borrower Obligor shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower Obligor shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested at Lender’s discretion only in Permitted Investments, which Permitted Investments selected by Lendershall be credited to the related Collateral Account. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be retained in the Collateral Accounts from which they were derived. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts Basic Carrying Costs Escrow Account shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall be paid have the right at any time to Borrower upon written request therefor (but in any event, not more often than monthly)cause the Cash Management Bank to remit such amounts to Lender. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower Obligor from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components Notes in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account Accounts shall be invested at Lender’s discretion only in Permitted Investments, which Permitted Investments selected by Lendershall be credited to the related Collateral Account. Unless otherwise required by applicable law, provided no Event of Default is continuing, all All income and gains from the investment of funds in the Collateral Accounts shall be retained in the Collateral Accounts from which they were derived for the account benefit of Borrower and shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly)Borrower. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components Notes in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested in Permitted Investments selected by Lender. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts shall be for the account of Borrower and shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly). After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, Accounts either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components Notes in such sequence as Lender shall elect in its sole discretion, and/or discretion or toward the payment of Property expensesTaxes, Ground Rents, operating expenses and Capital Expenditures.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested in Permitted Investments selected by Lender. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts shall be for the account of Borrower and shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly). After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components Notes in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expensesTaxes, Operating Expenses and Capital Expenditures.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested in Permitted Investments selected by Lender. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts shall be for the account of Borrower and shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly). After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in related to the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components Notes in such sequence as Lender shall elect in its sole discretiondiscretion (subject, however, as between the holders of the Notes, to any intercreditor agreement), and/or toward the payment of Property expensesTaxes, Operating Expenses and Capital Expenditures.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to pledges the Account Collateral and the Operating Account to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first-priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make unilateral withdrawals from any of the Collateral Accounts. Funds in Accounts other than the Collateral Accounts shall not be commingled with any other monies at any timeOperating Account. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-first- priority security interest in the Account Collateral. The Collateral Accounts shall not constitute trust funds and, except for the Cash Management Account, the Lockbox Account and the Operating Account, may be commingled with other monies held by Lender. Funds in the Collateral Account Accounts shall be invested only in Permitted Investments, which Permitted Investments selected by Lendershall be credited to the related Collateral Account. Unless otherwise required by applicable law, provided no Event of Default is continuing, all All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be for the account of Borrower and shall be paid to Borrower upon written request therefor (but retained in any event, not more often than monthly). After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower.from which they were derived. Unless 55 [AM_ACTIVE 400655008_12] (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components in such sequence as Lender shall elect in its sole discretion, ) and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested at Lender’s discretion only in Permitted Investments, which Permitted Investments selected by Lendershall be credited to the related Collateral Account. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be retained in the Collateral Accounts from which they were derived. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts Basic Carrying Costs Escrow Account shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall be paid have the right at any time to Borrower upon written request therefor (but in any event, not more often than monthly)cause the Cash Management Bank to remit such amounts to Lender. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and Loan, the Note Components and the Notes in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses, which application may result in an increase in the weighted average of the interest rates applicable to such Notes or Note Components.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested in Permitted Investments selected by Lender. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts shall be for the account of Borrower and shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly). After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expensesTaxes, Operating Expenses and Capital Expenditures.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral AccountsAccounts (other than the Qualified Operating Expense Account). Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account Accounts shall be invested at Borrower’s direction only in Permitted Investments, which Permitted Investments selected by Lendershall be credited to the related Collateral Account. Unless otherwise required by applicable law, provided no Event of Default is continuing, all All income and gains from the investment of funds in the Collateral Accounts shall be for retained in the account of Borrower Collateral Accounts from which they were derived and shall included in determining the amounts required to be paid to Borrower upon written request therefor (but in any event, not more often than monthly)deposited therein. After the Loan and all other Indebtedness have has been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components Notes, in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to pledges the Account Collateral to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first-priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in subject to the name of Borrowerterms hereof. Subject to the terms hereof, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral AccountsAccounts other than the Operating Account. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account Accounts shall be invested only in Permitted Investments, which Permitted Investments selected by Lendershall be credited to the related Collateral Account. Unless otherwise required by applicable law, provided no Event of Default is continuing, all All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be retained in the Collateral Accounts from which they were derived. Unless otherwise required by applicable law, all income and gains from the investment of funds in any Collateral Account established pursuant to Section 3.3 in substitution of the “Basic Carrying Costs Escrow Account” (as defined in the Mortgage Loan Agreement) shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall have the right at any time to withdraw such amounts from such Collateral Account. All reasonable fees of the any Eligible Institution at which any Collateral Account shall be established pursuant to the terms hereof shall be paid by Borrower pursuant to Borrower upon written request therefor (but in any event, not more often than monthly)the agreement with such Eligible Institution governing such Eligible Account. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and Loan, the Note Components and the Notes in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested at Lender’s discretion only in Permitted Investments selected by LenderInvestments. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be retained in the Collateral Accounts from which they were derived. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts Basic Carrying Costs Escrow Account shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall be paid have the right at any time to Borrower upon written request therefor (but in any event, not more often than monthly)cause the Cash Management Bank to remit such amounts to Lender. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components Notes in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. Gxxxxxx Sachs Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested at Lender’s discretion only in Permitted Investments selected by LenderInvestments. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be retained in the Collateral Accounts from which they were derived. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts Basic Carrying Costs Escrow Account shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall be paid have the right at any time to Borrower upon written request therefor (but in any event, not more often than monthly)cause the Cash Management Bank to remit such amounts to Lender. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components Notes, in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expensesTaxes, Operating Expenses and Capital Expenditures.

Account Collateral. (a) Each Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral (other than the Collection Account) as security for the IndebtednessDebt, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of BorrowerBorrowers, as pledgorpledgors, and Lender, as pledgee. Each Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Each Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in Collateral (other than the Collateral Account shall be invested in Permitted Investments selected by Lender. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts shall be for the account of Borrower and shall be paid to Borrower upon written request therefor (but in any event, not more often than monthlyCollection Account). After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve any Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components payment of the Indebtedness (e.g.Debt and/or toward the payment of Basic Carrying Costs, interest, principal and other amounts payable hereunder), Operating Expenses for the Loan and the Note Components Mezzanine Properties or Capital Expenditures in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to pledges the Account Collateral to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first-priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any timetime which are not Account Collateral. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account Accounts shall be invested only in Permitted Investments selected by Lenderin accordance with the terms of the Cash Management Agreement, which Permitted Investments shall be credited to, and retained in, the related Collateral Account. Unless otherwise required by applicable law, provided no Event of Default is continuing, all All income and gains from the investment of funds in the Collateral Accounts Accounts, if any, shall be for retained in the account Collateral Accounts from which they were derived. All fees of Borrower the Cash Management Bank and the Clearing Account Bank shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly)by Borrower. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to the Account Collateral as security for the Indebtedness, together with all rights of a secured party with respect thereto. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral Accounts. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Account shall be invested at Lender’s discretion only in Permitted Investments, which Permitted Investments selected by Lendershall be credited to the related Collateral Account. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be retained in the Collateral Accounts from which they were derived. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts Basic Carrying Costs Escrow Account shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall be paid have the right at any time to Borrower upon written request therefor (but in any event, not more often than monthly)cause the Cash Management Bank to remit such amounts to Lender. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and the Note Components Notes in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to pledges the Account Collateral to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first-priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral AccountsAccounts other than the Operating Account. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Accounts shall be invested only in Permitted Investments, which Permitted Investments shall be credited to the related Collateral Account. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be invested retained in Permitted Investments selected by Lenderthe Collateral Accounts from which they were derived. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts Basic Carrying Costs Escrow Account shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall have the right at any time to withdraw such amounts from the Basic Carrying Costs Escrow Account. All fees of the Cash Management Bank and the Lockbox Bank shall be paid to Borrower upon written request therefor (but in any event, not more often than monthly)by Borrower. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and Loan, the Note Components and the Notes, in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Account Collateral. (a) Borrower hereby grants a perfected first-priority security interest in favor of Lender in and to pledges the Account Collateral to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first-priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender and shall be in subject to the name of Borrowerterms hereof. Subject to the terms hereof, as pledgor, and Lender, as pledgee. Borrower shall have no right to make withdrawals from any of the Collateral AccountsAccounts other than the Operating Account. Funds in the Collateral Accounts shall not be commingled with any other monies at any time. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. Funds in the Collateral Accounts shall be invested only in Permitted Investments, which Permitted Investments shall be credited to the related Collateral Account. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be invested retained in Permitted Investments selected by Lenderthe Collateral Accounts from which they were derived. Unless otherwise required by applicable law, provided no Event of Default is continuing, all income and gains from the investment of funds in the Collateral Accounts Basic Carrying Costs Escrow Account shall be for the account of Borrower Lender in consideration of its administration of such Collateral Account, and Lender shall have the right at any time to withdraw such amounts from the Basic Carrying Costs Escrow Account. All reasonable fees of the Cash Management Bank and the Clearing Account Bank shall be paid by Borrower pursuant to Borrower upon written request therefor (but in any eventthe Clearing Account Agreement and Cash Management Agreement, not more often than monthly)respectively. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower. (b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents. (c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder), the Loan and Loan, the Note Components and the Notes in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.