Common use of Cash Management Arrangements Clause in Contracts

Cash Management Arrangements. Borrower or Operating Lessee, as applicable, shall deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of Borrower or Operating Lessee, with respect to any the Properties directly to the applicable Clearing Account. Without in any way limiting the foregoing, if Borrower, Operating Lessee or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee or Manager, and (iii) Borrower, Operating Lessee or Manager, as applicable shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”). The Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor Operating Lessee nor either Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Account.

Cash Management Arrangements. Each Borrower or Operating Lessee, as applicable, shall deliver irrevocable written instructions to each cause all Rents and other Gross Revenue (other than payments received on account of the credit card companies or business interruption insurance specified in Subsection 5.1.1(a)(iii), which shall be governed by Section 5.2.3) to be transmitted by (a) credit card clearing banks delivering with which Borrower, Property Manager or Intermediate Manager has entered into agreements for the clearance of credit card receipts (collectively, “Credit Card Banks”) and credit card companies with which Borrower, Property Manager or Hotel Revenue from Intermediate Manager has entered into merchants agreements (collectively, “Credit Card Companies”) and (b) any Tenants of the PropertiesProperty, in form each case, directly into the applicable Clearing Account established and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required maintained by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for Borrower at a local bank selected by Borrower and reasonably approved by Lender (the account of Borrower or Operating Lessee, with respect to any “Clearing Bank”) as more fully described in the Properties directly to the applicable Clearing AccountAccount Agreement. Without in any way limiting the foregoing, if from and after the date hereof, Borrower shall notify and advise each Tenant under each Lease (whether such Lease is presently effective or executed after the date hereof) to send directly to the Clearing Account all payments of Rent pursuant to an instruction letter in the form of Exhibit B attached hereto (a “Tenant Direction Letter”). Without in any way limiting the foregoing, Borrower shall instruct and shall continuously hereafter instruct each of the Credit Card Banks and the Credit Card Companies that all credit card receipts with respect to the Property (net of any expenses charged for such processing) cleared by such Credit Card Banks or Credit Card Companies, as applicable, shall be transferred by such Credit Card Banks or Credit Card Companies, as applicable, by wire transfer or the ACH System to the Clearing Bank for deposit in the Clearing Account pursuant to an instruction letter in the form of Exhibit C hereto (a “Credit Card Bank Payment Direction Letter”) or Exhibit D hereto (a “Credit Card Company Payment Direction Letter”), as applicable. Borrower hereby represents and warrants that Borrower has delivered or caused to be delivered Credit Card Bank Payment Direction Letters and Credit Card Payment Direction Letters to each of the Credit Card Banks and Credit Card Companies, as applicable. If, notwithstanding the provisions of this Section 6.1, Borrower, Operating Lessee Property Manager or Intermediate Manager receives receive any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the PropertiesProperty, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee Property Manager or ManagerIntermediate Manager (except in accordance with the Clearing Account Agreement and the Cash Management Agreement), and (iii) Borrower, Operating Lessee Property Manager or Manager, as applicable Intermediate Manager shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basis. Following within one Business Day of receipt; provided, however, so long as the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A Property Management Agreement relating to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Defaultlocated in Indianapolis, which cure has been accepted by Lender (except as to any timely Indiana, Knoxville, Tennessee and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists)Naperville, Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger PeriodIllinois, as applicable, shall have not been terminated, cash receipts received for Properties located in Indianapolis, Indiana, Knoxville, Tennessee and Naperville, Illinois may be cured or no longer shall existdeposited in a Borrower account established by the applicable Property Manager (as agent for Borrower), neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right so long as such receipts in excess of $1,000.00 for each account are transferred by wire transfer to withdraw any funds from any the Clearing Account and all funds no less frequently than each calendar week. Funds deposited into the Clearing Accounts Account shall be swept by the Clearing Account Bank on a daily basis into an Eligible Account at the Deposit Account Cash Management Bank controlled by Lender (the “Cash Management Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Cash Management Account shall may be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To As an alternative to establishing each Account required pursuant to the extent not already in existenceterms of this Agreement as a separate Eligible Account, Lender may also establish or cause to be established subaccounts of the Deposit Cash Management Account or the other Accounts described herein which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) whereupon all provisions of this Agreement referring to (such subaccounts are referred i) any Account shall be deemed to herein as “Accounts”)apply instead to the corresponding subaccount and (ii) to the Accounts generally shall be deemed to apply instead to the Cash Management Account or any other Account described herein. The Deposit Clearing Account, the Cash Management Account and all other Accounts will shall be under the sole control and dominion of Lender, and neither Borrower nor Operating Lessee nor either Manager on behalf of Borrower or Operating Lessee shall have any no right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts accounts. In the event of a resignation by Clearing Bank, Borrower shall, promptly after receipt of notice of such resignation, designate a successor to Clearing Bank, which successor shall be subject to the reasonable approval of Lender, cause the execution of a replacement Clearing Account Agreement in form and all substance satisfactory to Lender and deliver Credit Card Bank Payment Direction Letters and Credit Card Company Payment Direction Letters to the Credit Card Banks and/or Credit Card Companies, as applicable, and Tenant Direction Letters to any Tenants in accordance with the terms and provisions of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Accountthis Section 6.1.

Cash Management Arrangements. Each Borrower or Operating Lesseeshall cause all Rents and other Gross Revenue to be (i) transmitted directly into a separate trust account (each, as applicable, shall deliver irrevocable written instructions to a “Clearing Account”) established for each of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest errorDavies Center Property, the customary form required Pan Am Property and the Waterfront Property and maintained by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, Borrowers at an Eligible Institution selected by Borrowers and reasonably approved by Agent (the “Clearing Bank”) as more fully described in the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of Borrower or Operating Lessee, with respect to any the Properties directly to the applicable Clearing AccountAccount Agreement. Without in any way limiting the foregoing, if any Borrower, Operating Lessee Manager or Manager any of their respective Affiliates receives any Rents or other Gross Revenue from the Properties Davies Center Property, the Pan Am Property or any other amount which would be included in the Operating Income of the PropertiesWaterfront Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefitbenefit of, and as the propertyproperty of, Agent (for the benefit of LenderLenders), (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee Manager or Managerany of their respective Affiliates, and (iii) each Borrower, Operating Lessee Manager or Manager, as applicable such Affiliate shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basisfor such Property within one (1) Business Day of receipt thereof. Following Subject to maintaining the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions Minimum Balance (as defined in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then existsAccount Agreement), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, available funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall may be invested in Permitted Investments as Agent shall determine in Agent’s discretion. All funds in the Deposit Account or any Account that are invested in a Permitted Investment are deemed to be held in such Deposit Account or any Account for all purposes of this Agreement and the other Loan Documents. The maturities of the Permitted Investments on deposit in the Deposit Account or any Account shall, to the extent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the Accounts must be made. All Permitted Investments shall be held in the name and be under the sole dominion and control of Agent. Neither Agent nor the Deposit Bank shall have any liability for any loss in investments of funds in the Deposit Account or any Account that are invested in Permitted Investments. Borrower shall include all such earnings and losses on the Deposit Account or any Account as income or losses, as more particularly set forth the case may be, of Borrower for federal and applicable state tax purposes. Notwithstanding the foregoing, Agent or its designee shall only be permitted to instruct the Deposit Bank to invest amounts held in the Cash Management AgreementDeposit Account in Permitted Investments if: (i) such Permitted Investments are regularly offered by Agent or Servicer for accounts similar in size, scope and type as the Deposit Account and (ii) such Permitted Investments are not prohibited by any Legal Requirements. To the extent not already in existence, Lender may Agent shall also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts subaccounts, including the Required Repairs Account, the Tax Account, the Insurance Account, the Ground Rent Account, the Rollover Account, the Capital Expenditure Account, the Casualty and Condemnation Account and the Cash Collateral Account, and any and all bank accounts of Borrowers are referred to herein as “Accounts”). The Deposit Account and all other Accounts (other than any account of Borrowers for the deposit of amounts available to Borrowers pursuant to Sections 6.10.1(xi)(A)(y) and 4.11.4 when no Cash Flow Sweep Period is continuing) will be under the sole control and dominion of LenderAgent, and neither no Borrower nor Operating Lessee nor either Manager on behalf of Borrower or Operating Lessee shall have any the right of withdrawal therefrom; provided, from such Accounts under the foregoing shall not restrict Manager’s access to the Borrower Accountssole control and dominion of Agent. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Accountaccounts.

Cash Management Arrangements. Each Borrower or shall cause all Rents to be transmitted directly by Operating Lessee, as applicable, shall deliver irrevocable written instructions to each Lessee and any other Tenants of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of Property owned by such Borrower into a trust account (each, a “Clearing Account” and collectively, the Properties, in form “Clearing Accounts”) established and substance maintained by such Borrower at a national bank selected by Pool 2 Borrowers and reasonably acceptable to approved by Lender (provided thatthe “Clearing Bank”) as more fully described in the Clearing Account Agreement, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank and each Borrower shall be deemed acceptable to Lender cause all receipts payable with respect to the Property owned by such company Borrower in accordance with any merchant’s or bank, as the case may be), directing each such other credit card company or credit card clearing bank to deliver all receipts payable to Borrower or agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, to Manager on behalf of be transferred by wire transfer or for the account of Borrower or Operating Lessee, with respect to any the Properties automated clearinghouse system directly to the applicable into such Borrower’s Clearing Account. Without in any way limiting the foregoing, if any Borrower, Operating Lessee or any Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the PropertiesProperty, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee or any Manager, and (iii) such Borrower, Operating Lessee or such Manager, as applicable the case may be, shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on within three (3) Business Days of receipt. There will be a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to separate Clearing Account for each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted Property established by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lesseeowning such Property, all of which will be maintained at the same Clearing Bank. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds Funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Account Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) accounts (such subaccounts are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor none of any Borrower, Operating Lessee nor either or any Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Accountaccounts.

Cash Management Arrangements. Borrower (a) With respect to Cash Receipts (as defined below) derived from a retail store location within the United States or Operating Lesseefrom account debtors located in, as applicableor making payments in or to, United States locations, the Borrowers shall, and shall deliver irrevocable written instructions to cause each of the Subsidiaries to, implement, maintain and comply with the following cash management procedures: (i) there shall be deposited into a Cash Sweep Account or a Concentration Account (x) all over the counter payments received in cash (including payments by check) at any retail store location in respect of merchandise sales or other retail transactions, and (y) all payments received from credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any other financial institutions (whether directly or through Bank of the PropertiesAmerica, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bankN.A., as funding agent) or from other account debtors (the case may be), directing each such credit card company or credit card clearing bank payments referred to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of Borrower or Operating Lessee, with respect to any the Properties directly to the applicable Clearing Account. Without in any way limiting the foregoing, if Borrower, Operating Lessee or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then clauses (ix) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee or Manager, and (iiiy) Borrower, Operating Lessee or Manager, as applicable shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”"Cash Receipts"). The Deposit ; (ii) the Borrowers shall not, and shall not permit their Subsidiaries to, (x) establish any depositary account that does not constitute either a Cash Sweep Account or a Concentration Account, or (y) permit any Cash Receipts to be deposited into any account other than a Cash Sweep Account or a Concentration Account; (iii) If any Lender that maintains a Concentration Account shall cease to be a Lender under this Agreement, the Borrowers shall, within five Business Days after such Lender's ceasing to be a Lender, establish one or more Concentration Accounts into which the deposits of Cash Receipts shall be made in accordance with Section 5.11(a)(i); and (iv) Upon the establishment of each Cash Sweep Account and all other Accounts will be under each Concentration Account, the sole control Borrowers shall provide to the Administrative Agent a certificate, indicating the name, address and dominion branch of the financial institution in which the applicable Cash Sweep Account or Concentration Account has been established, the name in which the account is held, and the account number thereof. (b) With respect to Cash Receipts derived from a retail store location outside the United States or from account debtors located outside, and making payments in or to locations outside, the United States, the Borrowers shall (i) at the request of the Collateral Agent or any Lender, provide the requesting party with such information regarding the cash management arrangements of MTS and neither Borrower nor Operating Lessee nor either Manager on behalf of Borrower its Subsidiaries outside the United States as may reasonably be requested and (ii) implement such changes or Operating Lessee additional cash management arrangements as shall have any right of withdrawal therefrom; providedreasonably be requested by the Collateral Agent or the Required Lenders, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower shall pay for all expenses of opening consistent with local law and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Accountpractice.

Cash Management Arrangements. No later than thirty (30) days following the commencement of a Sweep Event Period, Borrower or Operating Lessee, as applicable, shall deliver irrevocable written instructions to each (a) establish and maintain for the remainder of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of Term, at a local bank selected by Borrower and reasonably approved by Lender (the Properties"Clearing Bank"), a trust account (the "Clearing Account") pursuant to a control agreement by and among Borrower, Lender, Manager and the Clearing Bank in form and substance reasonably acceptable satisfactory to Lender (provided thatas the same may be amended, absent manifest errorrestated, replaced, supplemented or otherwise modified from time to time, the customary form required "Clearing Account Agreement"), and (b) for the remainder of the Term, cause all Rents and other Gross Revenue to be transmitted by any particular commercial Tenants at the Property and credit card company or companies as facilitated by Credit Card Direction Letters (but not individual transient hotel guests who are not paying with a credit card clearing bank card) directly into the Clearing Account. If, following a Sweep Event Period, Borrower shall fail to comply with the terms and provisions of this Section 6.1, Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to establish a Clearing Account, enter into a Clearing Account Agreement and cause all Rents and other Gross Revenue to be transmitted to such Clearing Account (including by delivering Credit Card Direction Letters) in the name, and upon behalf, of Borrower, Borrower ratifying all that its said attorney shall do by virtue thereof, which power of attorney shall be irrevocable and shall be deemed acceptable to Lender coupled with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of Borrower or Operating Lessee, with respect to any the Properties directly to the applicable Clearing Accountan interest. Without in any way limiting the foregoing, if Borrower, Operating Lessee Borrower or Manager receives any Gross Revenue from the Properties or any Property from and after the commencement of a Sweep Event Period (including amounts paid by transient hotel guests by means other amount which would be included in the Operating Income of the Propertiesthan credit card), then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee Borrower or Manager, and (iii) Borrower, Operating Lessee Borrower or Manager, as applicable Manager shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basiswithin one (1) Business Day of receipt. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds Funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into Borrower's operating account at the Deposit Clearing Bank, unless a Sweep Event Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Cash Management Bank controlled by Lender (the "Cash Management Account") and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Cash Management Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Cash Management Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “"Accounts”"). The Deposit Cash Management Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor Operating Lessee nor either Manager on behalf of Borrower or Operating Lessee shall have any no right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Accountaccounts.

Cash Management Arrangements. Borrower or Operating Lessee, as applicable, All Rents shall deliver irrevocable written instructions to be transmitted ---------------------------- directly by tenants of each of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the Properties into an account of Borrower (the "CLEARING ACCOUNT") maintained by Borrower at a local bank selected by Borrower (the "CLEARING BANK"). All Rents received by Borrower or Operating LesseeManager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Borrower may, with respect in its sole discretion, withdraw and dispose of any and all amounts on deposit from time to any time in the Properties directly Clearing Account, until (x) the Optional Prepayment Date occurs or (y) if earlier, a Lockbox Event occurs, and Lender has given notice to the applicable Clearing Account. Without in any way limiting Bank of such event as required by the foregoing, if Borrower, Operating Lessee or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income provisions of the PropertiesClearing Account Agreement. Subject to the provisions of this Section 3.1, then (ia) such amounts shall be deemed to be collateral for from and after the Obligations and shall be held in trust for the benefitoccurrence of a Lockbox Event, and as until the property, Lockbox Termination (if any) in respect of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee or ManagerLockbox Event, and (iiib) Borrowerin any case, Operating Lessee or Managerfrom and after the Optional Prepayment Date, as applicable shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Deposit Account Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the The Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which and all Subaccounts shall at all times be Eligible Accounts Accounts. A "LOCKBOX EVENT" shall mean (subject i) either (A) the failure by Borrower to pay any Monthly Debt Service Payment Amount, or any payment into any Fund, within five (5) days after the due date thereof, or (B) an Event of Default other than the failure by Borrower to pay when due any Monthly Debt Service Payment Amount or payment into any Fund, and (ii) the giving by Lender to the Clearing Bank of notice of such failure or Event of Default, in accordance with the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”). The Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor Operating Lessee nor either Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts provisions of the Clearing Account Agreement. "LOCKBOX TERMINATION" shall mean the giving by Lender to the Clearing Bank, in accordance with the terms and provisions of the Clearing Account Agreement, of a notice and direction to terminate such sweeping of funds into the Deposit Account. Lender shall be required to give a Lockbox Termination notice to the Clearing Bank if and only if, for one year after the occurrence of a Lockbox Event, no Event of Default shall have occurred and, as of the end of such one-year period, the Debt Service Coverage Ratio shall be at least equal to the Debt Service Coverage Ratio immediately prior to such Lockbox Event. Upon a Lockbox Termination, the sweep of funds from the Clearing Account to the Deposit Account shall cease until the earlier of the occurrence of another Lockbox Event or the Optional Prepayment Date.

Cash Management Arrangements. Borrower or Operating Lessee, as applicable, shall deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of Borrower or Operating Lessee, with respect to any the Properties directly to the applicable Clearing Account. Without in any way limiting the foregoing, if Borrower, Operating Lessee or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee or Manager, and (iii) Borrower, Operating Lessee or Manager, as applicable shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”). The Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor Operating Lessee nor either any Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Account.

Cash Management Arrangements. Each Borrower or and each Operating LesseeLessee shall cause all Rents relating to its Property (i) to be transmitted directly by non-residential Tenants of such Property and (ii) in the nature of sums payable by issuers of credit cards accepted at such Property, as applicable, shall deliver irrevocable written instructions to each of be transmitted directly by such issuer into a trust account (the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form “Clearing Account”) established and substance maintained by Borrowers and/or Operating Lessees at a local bank selected by Borrowers and/or Operating Lessees and reasonably acceptable to approved by Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, “Clearing Bank”) as more fully described in the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of Borrower or Operating Lessee, with respect to any the Properties directly to the applicable Clearing AccountAccount Agreement. Without in any way limiting the foregoing, if BorrowerBorrowers, Operating Lessee Lessees, Manager or Sub-Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of BorrowerBorrowers, Operating Lessee Lessees, Manager or Sub-Manager, and (iii) each Borrower, each Operating Lessee Lessee, Manager or Manager, as applicable Sub-Manager shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basiswithin three (3) Business Days of receipt. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds Funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”). The Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower Borrowers nor Operating Lessee nor either Manager on behalf of Borrower or Operating Lessee Lessees shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower Borrowers and/or Operating Lessees shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Accountaccounts.

Cash Management Arrangements. Each Borrower shall at all times direct all tenants under Leases (other than tenants under short term or Operating Lessee, as applicable, shall deliver irrevocable written instructions seasonal Leases for a term of less than two (2) months) to each of cause all Rents relating to its Property to be transmitted directly into an Eligible Account (the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of Borrower or Operating Lessee, with respect to any the Properties directly to the applicable “Clearing Account”) established and maintained by Borrower at a local bank selected by such Borrower and reasonably approved by Lender, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreements. Without in any way limiting the foregoing, if BorrowerBorrowers or Property Manager receive any Rents (including, Operating Lessee for the avoidance of doubt, Rents under any short term or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income seasonal Leases for a term of the Propertiesless than two (2) months), then (i) such amounts shall be deemed to be collateral for the Obligations Loan and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee Borrowers or Manager, Property Manager and (iii) Borrower, Operating Lessee Borrowers or Manager, as applicable Property Manager shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Account within two (2) Business Day or at such other frequency as Borrower shall elect by the of receipt. Funds deposited into each Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the applicable Clearing Account Bank on a daily basis into Borrower’s operating account, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Account Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account if invested, at Lender’s discretion, shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “AccountsSubaccounts”). The Deposit Account and all other Accounts any Subaccount will be under the sole control and dominion of Lender, and neither no Borrower nor Operating Lessee nor either Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided. In the event of a termination of the existing Clearing Account Agreement on or before the effective date of such termination and provided no Event of Default is then continuing hereunder, the foregoing Borrowers shall not restrict Manager’s access appoint a successor Clearing Bank reasonably approved by Lender, any failure by Borrowers to the Borrower Accountsdo so shall be an Event of Default hereunder. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Accountaccounts.

Cash Management Arrangements. Borrower or Operating Lessee, as applicable, shall deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of Borrower or Operating Lessee, with respect to any the Properties directly to the applicable Clearing Account. Without in any way limiting the foregoing, if Borrower, Operating Lessee or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee or Manager, and (iii) Borrower, Operating Lessee or Manager, as applicable shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”). The Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor Operating Lessee nor either any Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Account.

Cash Management Arrangements. Borrower or Operating Lessee, as applicable, All Rents shall deliver irrevocable written instructions to each be transmitted directly by tenants of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of Borrower or Operating Lessee, with respect to any the Properties directly to the applicable Clearing Account. Without in any way limiting the foregoing, if Borrower, Operating Lessee or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee or Manager, and (iii) Borrower, Operating Lessee or Manager, as applicable shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated (the "Clearing Accounts") maintained by Borrower. Each Property Account and Borrower or Manager but controlled by Lender at one or more banks selected by Manager (the "Clearing Banks") all in accordance with the Clearing Account Agreement. If any tenants pay their Rents directly to either the Borrower or the Manager, all Rents received by Borrower or Manager shall be pledged to Lender as security for the Obligationsdeposited into a Clearing Account within one (1) Business Day of receipt. Upon the occurrence of an Event of Default or Except during a Trigger Period and until such time as such Event of Default or Trigger Cash Management Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank Banks on a daily basis into Manager's operating account at a Clearing Bank. During a Cash Management Period, such funds shall be swept by the Clearing Banks on a daily basis into an account at the Deposit Account Bank controlled by Lender (a "Deposit Account") and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall Agreement and, pending such application and disbursement, will be invested in Permitted InvestmentsInvestments selected by Manager, as more particularly set forth in with any earnings thereon accruing for the Cash Management Agreementbenefit of Borrower. To the extent not already in existence, Lender may also establish subaccounts of If the Deposit Account which Agreement is no longer in effect when a Cash Management Period resumes, then, within fifteen (15) days after Lender's request, Borrower and Manager shall enter into one or more deposit account agreements among Borrower, Manager, Lender and the Deposit Bank, in Lender's then current form revised in accordance with this Agreement, providing for the receipt and disbursement of Rents by the Deposit Bank in accordance herewith. The Deposit Account and all subaccounts thereof shall at all times be Eligible Accounts (subject to such subaccounts, and any other accounts or subaccounts at the terms of Deposit Bank, other than the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts Deposit Account, are referred to herein as “Accounts”"Subaccounts"). The Deposit Account "Cash Management Period" shall mean and all other Accounts will be under consist of (i) the sole control and dominion period from the Loan Closing Date to the Conversion Date, (ii) the period from the Optional Prepayment Date to the end of Lenderthe Term, and neither Borrower nor Operating Lessee nor either Manager (iii) the period from the occurrence of a monetary Event of Default to the date following the first (1st) anniversary of the curing of such monetary Event of Default on behalf which the Debt Service Coverage Ratio is at least equal to 1.27x, (iv) the period from the occurrence of Borrower or Operating Lessee shall have any right a non-monetary Event of withdrawal therefromDefault to the date such non-monetary Event of Default is cured; provided, however, if more than two (2) non-monetary Events of Default occur in any twelve (12) month period, then commencing upon the foregoing shall not restrict Manager’s access occurrence of a third (3rd) non-monetary Event of Default to the Borrower Accounts. Borrower shall pay for all expenses of opening and maintaining all date following the first (1st) anniversary of the above Accounts curing of such non-monetary Event of Default on which the Debt Service Coverage Ratio is at least equal to 1.27x, (v) if the audited financial statements provided to Lender pursuant to Section 5.1.9 and all 5.2.9 indicate that less than ninety percent (90%) of the Borrower Accounts. The actual Rents from the Property Accounts may, at Borrower’s option, be subaccounts of have been deposited into the Clearing Account, then the period from such determination to the date following the first (1st) anniversary of such determination, and (vi) the period from the investment of Preferred Equity until the payment in full of the Preferred Equity and the Preferred Yield (as defined in Schedule 2) thereon. Lender hereby agrees to deliver to the Clearing Bank and the Deposit Bank written notice that the particular Cash Management Period has ended no later than fifteen (15) days following the end of a Cash Management Period, together with instructions to remit all sums remaining in Manager's Subaccount as directed, to Manager.

Cash Management Arrangements. Each Borrower or shall cause all Rents to be transmitted directly by Operating Lessee, as applicable, shall deliver irrevocable written instructions to each Lessee and any other Tenants of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of Property owned by such Borrower into a trust account (each, a “Clearing Account” and collectively, the Properties, in form “Clearing Accounts”) established and substance maintained by such Borrower at a national bank selected by Pool 1 Borrowers and reasonably acceptable to approved by Lender (provided thatthe “Clearing Bank”) as more fully described in the Clearing Account Agreement, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank and each Borrower shall be deemed acceptable to Lender cause all receipts payable with respect to the Property owned by such company Borrower in accordance with any merchant’s or bank, as the case may be), directing each such other credit card company or credit card clearing bank to deliver all receipts payable to Borrower or agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, to Manager on behalf of be transferred by wire transfer or for the account of Borrower or Operating Lessee, with respect to any the Properties automated clearinghouse system directly to the applicable into such Borrower’s Clearing Account. Without in any way limiting the foregoing, if any Borrower, Operating Lessee or any Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the PropertiesProperty, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee or any Manager, and (iii) such Borrower, Operating Lessee or such Manager, as applicable the case may be, shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on within three (3) Business Days of receipt. There will be a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to separate Clearing Account for each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted Property established by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lesseeowning such Property, all of which will be maintained at the same Clearing Bank. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds Funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Account Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) accounts (such subaccounts are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor none of any Borrower, Operating Lessee nor either or any Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Accountaccounts.

Cash Management Arrangements. Each Borrower or Operating Lessee, as applicable, shall deliver irrevocable written instructions to each cause all Rents and other Gross Revenue (other than payments received on account of the credit card companies or business interruption insurance specified in Subsection 5.1.1(a)(iii), which shall be governed by Section 5.2.3) to be transmitted by (a) credit card clearing banks delivering with which Borrower, Property Manager or Intermediate Manager has entered into agreements for the clearance of credit card receipts (collectively, “Credit Card Banks”) and credit card companies with which Borrower, Property Manager or Hotel Revenue from Intermediate Manager has entered into merchants agreements (collectively, “Credit Card Companies”) and (b) any Tenants of the PropertiesProperty, in form each case, directly into the applicable Clearing Account established and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required maintained by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for Borrower at a local bank selected by Borrower and reasonably approved by Lender (the account of Borrower or Operating Lessee, with respect to any “Clearing Bank”) as more fully described in the Properties directly to the applicable Clearing AccountAccount Agreement. Without in any way limiting the foregoing, if from and after the date hereof, Borrower shall notify and advise each Tenant under each Lease (whether such Lease is presently effective or executed after the date hereof) to send directly to the Clearing Account all payments of Rent pursuant to an instruction letter in the form of Exhibit B attached hereto (a “Tenant Direction Letter”). Without in any way limiting the foregoing, Borrower shall instruct (and shall not withdraw or change any such instruction during the Term unless requested to do so by Lender, which request must be consistent with the terms of this Agreement) each of the Credit Card Banks and the Credit Card Companies that all credit card receipts with respect to the Property (net of any expenses charged for such processing) cleared by such Credit Card Banks or Credit Card Companies, as applicable, shall be transferred by such Credit Card Banks or Credit Card Companies, as applicable, by wire transfer or the ACH System to the Clearing Bank for deposit in the Clearing Account pursuant to an instruction letter in the form of Exhibit C hereto (a “Credit Card Bank Payment Direction Letter”) or Exhibit D hereto (a “Credit Card Company Payment Direction Letter”), as applicable. Borrower hereby represents and warrants that Borrower has delivered or caused to be delivered Credit Card Bank Payment Direction Letters and Credit Card Payment Direction Letters to each of the Credit Card Banks and Credit Card Companies, as applicable. If, notwithstanding the provisions of this Section 6.1, Borrower, Operating Lessee Property Manager or Intermediate Manager receives receive any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the PropertiesProperty, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee Property Manager or ManagerIntermediate Manager (except in accordance with the Clearing Account Agreement and the Cash Management Agreement), and (iii) Borrower, Operating Lessee Property Manager or Manager, as applicable Intermediate Manager shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basis. Following within one Business Day of receipt; provided, however, so long as the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A Property Management Agreement relating to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Defaultlocated in Indianapolis, which cure has been accepted by Lender (except as to any timely Indiana, Knoxville, Tennessee and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists)Naperville, Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger PeriodIllinois, as applicable, shall have not been terminated, cash receipts received for Properties located in Indianapolis, Indiana, Knoxville, Tennessee and Naperville, Illinois may be cured or no longer shall existdeposited in a Borrower account established by the applicable Property Manager (as agent for Borrower), neither Borrower, Operating Lessee, Manager nor so long as any Persons claiming thereunder shall have any right amounts on deposit in each such account in excess of $1,000.00 are transferred by wire transfer to withdraw any funds from any the Clearing Account and all funds no less frequently than once each calendar week. Funds deposited into the Clearing Accounts Account shall be swept by the Clearing Account Bank on a daily basis into an Eligible Account at the Deposit Account Cash Management Bank controlled by Lender (the “Cash Management Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Cash Management Account shall may be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To As an alternative to establishing each Account required pursuant to the extent not already in existenceterms of this Agreement as a separate Eligible Account, Lender may also establish or cause to be established subaccounts of the Deposit Cash Management Account or the other Accounts described herein which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) whereupon all provisions of this Agreement referring to (such subaccounts are referred i) any Account shall be deemed to herein as “Accounts”)apply instead to the corresponding subaccount and (ii) to the Accounts generally shall be deemed to apply instead to the Cash Management Account or any other Account described herein. The Deposit Clearing Account, the Cash Management Account and all other Accounts will shall be under the sole control and dominion of Lender, and neither Borrower nor Operating Lessee nor either Manager on behalf of Borrower or Operating Lessee shall have any no right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts accounts. In the event of a resignation by Clearing Bank, Borrower shall, promptly after receipt of notice of such resignation, designate a successor to Clearing Bank, which successor shall be subject to the reasonable approval of Lender, cause the execution of a replacement Clearing Account Agreement in form and all substance satisfactory to Lender and deliver Credit Card Bank Payment Direction Letters and Credit Card Company Payment Direction Letters to the Credit Card Banks and/or Credit Card Companies, as applicable, and Tenant Direction Letters to any Tenants in accordance with the terms and provisions of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Accountthis Section 6.1.

Cash Management Arrangements. Borrower or Operating Lessee, as applicable, shall deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank All Rents shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing transmitted directly by tenants of each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of Borrower or Operating Lessee, with respect to any the Properties directly to the applicable Clearing Account. Without in any way limiting the foregoing, if Borrower, Operating Lessee or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee or Manager, and (iii) Borrower, Operating Lessee or Manager, as applicable shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated (the "Clearing Accounts") maintained by BorrowerBorrower but controlled by Lender at one or more local banks selected by Borrower (the "Clearing Banks"). Each Property Account and All Rents received by Borrower or Manager shall be deposited into a Clearing Account shall be pledged to Lender as security for the Obligationswithin two Business Days of receipt. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds Funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank Banks on a daily basis into Borrower's operating account at a Clearing Bank, unless a Lockbox Event shall have occurred; in which event, until a Lockbox Termination, such funds shall be swept by the Clearing Banks on a daily basis into an account at the Deposit Account Bank controlled by Lender (a "Deposit Account") and applied and disbursed in accordance with this Agreement and, pending such application and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall disbursement, will be invested in Permitted InvestmentsInvestments selected by Borrower, as with any earnings thereon accruing for the benefit of Borrower. Within 15 days after Lender's request following a Lockbox Event, Borrower shall enter into one or more particularly set forth in the Cash Management Agreement. To the extent not already in existencedeposit account agreements among Borrower, Lender may also establish subaccounts of and the Deposit Bank, in Lender's then current form, providing for the receipt and disbursement of Rents by the Deposit Bank in accordance herewith. The Deposit Account which and all subaccounts thereof shall at all times be Eligible Accounts (subject to such subaccounts, and any other accounts or subaccounts at the terms of Deposit Bank, other than the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts Deposit Account, are referred to herein as “Accounts”"Subaccounts"). The Deposit Account and all other Accounts will be under A "Lockbox Event" shall mean (i) either (A) the sole control and dominion of Lender, and neither Borrower nor Operating Lessee nor either Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower shall pay for all expenses of opening and maintaining all occurrence of the above Accounts and all Optional Prepayment Date or (B) the occurrence of the Borrower Accounts. The Property Accounts mayeither (x) an Event of Default, at Borrower’s option, be subaccounts of the Clearing Account.or (y) the

Cash Management Arrangements. Borrower 3.1 U.S. LOCKBOX ARRANGEMENTS. (a) The U.S. Borrowers shall have each established and shall maintain one or Operating Lesseemore lockboxes (each a "U.S. Lockbox") with financial institutions, as applicableincluding Wachovia, selected by them and reasonably acceptable to the Administrative Agent (each a "U.S. Lockbox Bank") and shall instruct all account debtors on the Accounts of each U.S. Borrowers to remit all payments to its respective U.S. Lockboxes. All amounts received by the U.S. Borrowers from any account debtor, in addition to all other cash proceeds from the U.S. Collateral, shall deliver irrevocable written instructions to be promptly deposited into the applicable U.S. Lockbox Account (as defined below). (b) Each U.S. Borrower, the Administrative Agent and each of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, U.S. Lockbox Bank shall enter into three party agreements in form and substance reasonably acceptable to Lender the Administrative Agent (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may beeach a "Lockbox Agreement"), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager providing, among other things, for the following: (i) The U.S. Borrowers will open and establish for the benefit of the Administrative Agent on behalf of or the U.S. Lenders an account at each U.S. Lockbox Bank (each a "U.S. Lockbox Account"). (A) All receipts held in the U.S. Lockboxes shall be remitted daily to the appropriate U.S. Lockbox Account. All funds deposited into the U.S. Lockbox Accounts on any Business Day shall be transferred to the Wachovia Clearing Account on such Business Day. Prior to the occurrence of a Cash Management Event, all funds deposited into the Wachovia Clearing Account on any Business Day shall be transferred to the SunTrust Account and may be used by the Borrowers for any lawful corporate purpose not prohibited by this Agreement. (B) On and after the occurrence of a Cash Management Event, all funds deposited into the Wachovia Clearing Account on any Business Day shall be transferred to the Wachovia Account on such Business Day. All collected funds deposited on any Business Day to the Wachovia Account shall be applied by the Administrative Agent on such Business Day to reduce the then outstanding balance of the U.S. Revolving Loans and to pay accrued interest thereon (which is due and payable) and to pay any other outstanding Obligations of the U.S. Borrowers which are then due and payable hereunder; provided that for the account purpose of Borrower or Operating Lesseedetermining the availability of U.S. Revolving Loans hereunder, with respect to any such funds deposited into the Properties directly to the applicable Clearing Account. Without in any way limiting the foregoing, if Borrower, Operating Lessee or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then (i) such amounts Wachovia Account shall be deemed to be collateral for have reduced the Obligations and outstanding U.S. Revolving Loans on the Business Day such funds were deposited into such account. All amounts received directly by the U.S. Borrowers from any account debtor, in addition to all other cash proceeds from the U.S. Collateral (subject to Section 7.6 hereof), shall be held in trust for by the benefitU.S. Borrowers and promptly deposited into the applicable U.S. Lockbox Account or, and as if made by wire transfer, directly to the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee or Manager, and Wachovia Clearing Account. (iii) BorrowerAll funds deposited into the Wachovia Account shall immediately be under the sole dominion and control of the Administrative Agent, Operating Lessee and the U.S. Borrowers shall obtain the agreement by the U.S. Lockbox Banks to waive any specified offset rights against the funds so deposited. The Administrative Agent assumes no responsibility for the U.S. Lockbox arrangements, including without limitation, any claim of accord and satisfaction or Managerrelease with respect to deposits accepted by the U.S. Lockbox Banks thereunder. (iv) The U.S. Borrowers may close U.S. Lockboxes and/or open new U.S. Lockboxes with the prior written consent of the Administrative Agent and subject to prior execution and delivery to the Administrative Agent of Lockbox Agreements consistent with the provisions of this Section 3.1(b) and in form and substance satisfactory to the Administrative Agent. (v) Notwithstanding the foregoing to the contrary, as applicable shall deposit such amounts with respect to U.S. Lockboxes and related Lockbox Accounts in existence prior to the Closing Date, the U.S. Borrowers may, in lieu of entering into a Lockbox Agreement, deliver a Lockbox Letter or Blocked Account Agreement, countersigned by the applicable Property Account orU.S. Lockbox Bank. (c) The U.S. Borrowers hereby authorize the Administrative Agent and/or each U.S. Lender, at Borrower’s option, effective upon the occurrence of a Clearing Account on a daily basis. Following Cash Management Event or upon the occurrence and during the continuation continuance of an Event of Default, Lender, at its option may, and Borrower to charge from time to time against any or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver of the written instructions in U.S. Borrowers' accounts with the form attached hereto as Exhibit A to each tenant under any Lease at Administrative Agent or such U.S. Lender any of the Properties directing each Obligations which are then due and payable by such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating LesseeU.S. Borrowers. Each Property Account U.S. Lender receiving any payment as a result of charging any such account shall be subject promptly notify the Administrative Agent thereof and make such arrangements as the Administrative Agent shall request to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held share the benefit thereof in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”). The Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor Operating Lessee nor either Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing AccountSection 4.8.