Common use of Collateral Security Clause in Contracts

Collateral Security. In order to secure the payment of the Loan when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lenders arising hereunder or related hereto: (a) The Borrower shall have duly executed and delivered a Security Agreement in the form of Exhibit G hereto (the "Security Agreement"). (b) The Borrower shall have furnished the Guaranties duly executed and delivered by Marriott. (c) The Borrower shall have assigned to the Original Lenders, all rights of the Borrower relating to the Hotel under the Management Agreement pursuant to an agreement of assignment ( the "Management Agreement Assignment"), duly executed and delivered by the Borrower and the Manager in the form of Exhibit H hereto. (d) The Borrower shall have assigned to the Original Lenders, all rights of the Borrower relating to the Hotel under the Purchase Agreement pursuant to an instrument of assignment (the "Purchase Agreement Assignment"), duly executed and delivered by the Borrower and Marriott in the form of Exhibit I hereto. (e) The General Partner and Marriott shall each have subordinated repayment of any loan advances and interest thereon and, in the case of the General Partner, capital contributions at any time made by the General Partner to the Borrower to the prior payment of the Loan, and shall have assigned to the Original Lenders the right to repayment of any and all such loan advances and interest thereon or capital contributions made by the General Partner to the Borrower, pursuant to the provisions of a subordination agreement in the form attached hereto as Exhibit J (the "Subordination Agreement."). (f) The Borrower shall have duly executed and delivered such financing statements as the Lenders or their counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the Security Agreement, Mortgage, Subordination Agreement and in the other collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and delivered such other and further agreements, documents and instruments as the Lenders or their counsel may request to further evidence, perfect and preserve any of the collateral security for the Borrower's obligations provided for in this Section 4.2.

Collateral Security. In order to secure the payment of the Loan when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lenders arising hereunder or related hereto: (a) The indebtedness, liabilities and obligations of Borrower shall have duly executed under this Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the obligations secured by the security interests, liens and delivered a Security Agreement in encumbrances created by the form Collateral, and Agent and the Banks are entitled to the benefit of Exhibit G hereto (the "Security Agreement")Collateral granted thereunder with respect to such indebtedness. (b) The Notwithstanding the payment in full of the Loan, the termination of the Commitments or the occurrence of the Termination Date, the Collateral shall continue to secure the indebtedness, liabilities and obligations of Borrower under this Section 2A until all Letters of Credit shall have furnished the Guaranties duly executed expired and delivered by Marriottall indebtedness, liabilities and obligations under this Section 2A shall have been paid in full. (c) The Borrower shall have assigned to On the Original Lenders, all rights termination of the Borrower relating to Revolving Commitment or the Hotel under the Management Agreement pursuant to occurrence of an agreement Event of assignment ( the "Management Agreement Assignment")Default, duly executed Required Banks may require (and delivered by the Borrower and the Manager in the form case of Exhibit H heretoan Event of Default occurring under Paragraph 8.1(i) it shall be required automatically) that Borrower deliver to Agent cash or U.S. Treasury Bills with maturities of not more than 90 days from the date of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred ten percent (110%) of the outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to be and has not been deposited, Agent on behalf of Banks shall be entitled to liquidate such of the other collateral for the Loan (if any) as is necessary or appropriate in its sole judgment so as to create such cash collateral. (d) The Borrower Any cash collateral deposited under subparagraph (c) above, and all interest earned thereon, shall have assigned to be held by Agent and invested and reinvested at the Original Lenders, all rights expense and the written direction of the Borrower relating to the Hotel under the Purchase Agreement pursuant to an instrument of assignment (the "Purchase Agreement Assignment"), duly executed and delivered by the Borrower and Marriott in the form of Exhibit I hereto. (e) The General Partner and Marriott shall each have subordinated repayment of any loan advances and interest thereon andBorrower, in U.S. Treasury Bills with maturities of no more than ninety (90) days from the case date of the General Partner, capital contributions at any time made by the General Partner to the Borrower to the prior payment of the Loan, and shall have assigned to the Original Lenders the right to repayment of any and all such loan advances and interest thereon or capital contributions made by the General Partner to the Borrower, pursuant to the provisions of a subordination agreement in the form attached hereto as Exhibit J (the "Subordination Agreementinvestment."). (f) The Borrower shall have duly executed and delivered such financing statements as the Lenders or their counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the Security Agreement, Mortgage, Subordination Agreement and in the other collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and delivered such other and further agreements, documents and instruments as the Lenders or their counsel may request to further evidence, perfect and preserve any of the collateral security for the Borrower's obligations provided for in this Section 4.2.

Collateral Security. In order to secure the payment of the Loan when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lenders arising hereunder or related hereto: (a) The Borrower shall have duly executed indebtedness, liabilities and obligations of the Company under this Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the obligations secured by the security interests, liens and encumbrances created by the Collateral Security Documents delivered a Security Agreement in to Agent, and Agent and the form Banks are entitled to the benefit of Exhibit G hereto (the "Security Agreement")collateral security granted thereunder with respect to such indebtedness. (b) The Borrower Notwithstanding the payment in full of all the Loans made under the Commitment, the termination of the Commitment or the occurrence of the Termination Date, the Collateral shall continue to secure the indebtedness, liabilities and obligations of the Company under this Section 2A until all Letters of Credit shall have furnished the Guaranties duly executed expired and delivered by Marriottall indebtedness, liabilities and obligations under this Section 2A shall have been paid in full. (c) The Borrower On the Termination Date and the occurrence of an Event of Default, Required Banks may require (and in the case of an Event of Default occurring under Section 7.7 it shall have assigned be required automatically) that the Company deliver to Agent, cash or U.S. Treasury Bills with maturities of not more than 90 days from the Original Lenders, date of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all rights times to one hundred ten percent (110%) of the Borrower relating outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to be and has not been deposited, Agent on behalf of Banks shall be entitled to liquidate such of the Hotel under other collateral for the Management Agreement pursuant Loan (if any) as is necessary or appropriate in its sole judgment so as to an agreement of assignment ( the "Management Agreement Assignment"), duly executed and delivered by the Borrower and the Manager in the form of Exhibit H heretocreate such cash collateral. (d) The Borrower Any cash collateral deposited under subparagraph (c) above, and all interest earned thereon, shall have assigned to be held by Agent and invested and reinvested at the Original Lenders, all rights expense and the written direction of the Borrower relating to the Hotel under the Purchase Agreement pursuant to an instrument of assignment (the "Purchase Agreement Assignment"), duly executed and delivered by the Borrower and Marriott in the form of Exhibit I hereto. (e) The General Partner and Marriott shall each have subordinated repayment of any loan advances and interest thereon andCompany, in U.S. Treasury Bills with maturities of no more than ninety (90) days from the case date of the General Partner, capital contributions at any time made by the General Partner to the Borrower to the prior payment of the Loan, and shall have assigned to the Original Lenders the right to repayment of any and all such loan advances and interest thereon or capital contributions made by the General Partner to the Borrower, pursuant to the provisions of a subordination agreement in the form attached hereto as Exhibit J (the "Subordination Agreementinvestment."). (f) The Borrower shall have duly executed and delivered such financing statements as the Lenders or their counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the Security Agreement, Mortgage, Subordination Agreement and in the other collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and delivered such other and further agreements, documents and instruments as the Lenders or their counsel may request to further evidence, perfect and preserve any of the collateral security for the Borrower's obligations provided for in this Section 4.2.

Collateral Security. In order to secure the payment of the Loan when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lenders arising hereunder or related hereto: (a) The Borrower shall have duly executed indebtedness, liabilities and delivered a Security Agreement in obligations of Borrowers under this Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the form obligations secured by the security interests, liens and encumbrances created by the Collateral, and Bank is entitled to the benefit of Exhibit G hereto (the "Security Agreement")Collateral granted thereunder with respect to such indebtedness. (b) The Borrower Notwithstanding the payment in full of the Loan, the termination of the Commitment or the occurrence of the Termination Date, the Collateral shall continue to secure the Indebtedness, liabilities and obligations of Borrowers under this Section 2A until all Letters of Credit shall have furnished expired and all Indebtedness, liabilities and obligations under this Section 2A shall have been paid in full or until the Guaranties duly executed and delivered cash collateral required by Marriottsubparagraph (c) below has been provided. (c) The Borrower shall have assigned to On the Original Lenders, all rights termination of the Borrower relating to Commitment or the Hotel under the Management Agreement pursuant to occurrence of an agreement Event of assignment ( the "Management Agreement Assignment")Default, duly executed Bank may require (and delivered by the Borrower and the Manager in the form case of Exhibit H heretoan Event of Default occurring under Paragraph 8.1(i) it shall be required automatically) that Borrowers deliver to Bank cash or U.S. Treasury Bills with maturities of not more than 90 days from the date of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred ten percent (110%) of the outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to constitute cash collateral for all such Letters of Credit. At such time as such Collateral is required to be and has not been deposited, Bank shall be entitled to liquidate such of the other Collateral for the Loan (if any) as is necessary or appropriate in its sole judgment so as to create such cash collateral. (d) The Borrower Any cash collateral deposited under subparagraph (c) above, and all interest earned thereon, shall have assigned to be held by Bank and invested and reinvested at the Original Lenders, all rights expense and the written direction of the Borrower relating to the Hotel under the Purchase Agreement pursuant to an instrument of assignment (the "Purchase Agreement Assignment"), duly executed and delivered by the Borrower and Marriott in the form of Exhibit I hereto. (e) The General Partner and Marriott shall each have subordinated repayment of any loan advances and interest thereon andBorrowers, in U.S. Treasury Bills with maturities of no more than ninety (90) days from the case date of the General Partner, capital contributions at any time made by the General Partner to the Borrower to the prior payment of the Loan, and shall have assigned to the Original Lenders the right to repayment of any and all such loan advances and interest thereon or capital contributions made by the General Partner to the Borrower, pursuant to the provisions of a subordination agreement in the form attached hereto as Exhibit J (the "Subordination Agreementinvestment."). (f) The Borrower shall have duly executed and delivered such financing statements as the Lenders or their counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the Security Agreement, Mortgage, Subordination Agreement and in the other collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and delivered such other and further agreements, documents and instruments as the Lenders or their counsel may request to further evidence, perfect and preserve any of the collateral security for the Borrower's obligations provided for in this Section 4.2.

Collateral Security. In order to secure the payment of the Loan when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lenders arising hereunder or related hereto: (a) The Borrower shall have duly executed indebtedness, liabilities and obligations of Borrowers under this Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the obligations secured by the security interests, liens and encumbrances created by the Collateral Security Documents delivered a Security Agreement in to Agent by Borrowers, and Agent and the form Lenders are entitled to the benefit of Exhibit G hereto (the "Security Agreement")collateral security granted thereunder with respect to such indebtedness. (b) The Borrower Notwithstanding the payment in full of the Loan, the termination of the Commitment or the occurrence of the Termination Date, the Collateral shall continue to secure the indebtedness, liabilities and obligations of Borrowers under this Section 2A until all Letters of Credit shall have furnished the Guaranties duly executed expired and delivered by Marriottall indebtedness, liabilities and obligations under this Section 2A shall have been paid in full. (c) The Borrower shall have assigned to On the Original Lenders, all rights termination of the Borrower relating to Commitment or the Hotel under the Management Agreement pursuant to occurrence of an agreement Event of assignment ( the "Management Agreement Assignment")Default, duly executed Required Lenders may require (and delivered by the Borrower and the Manager in the form case of Exhibit H heretoan Event of Default occurring under Paragraph 8.1(j) it shall be required automatically) that Borrowers deliver to Agent, cash or U.S. Treasury Bills with maturities of not more than 90 days from the date of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred ten percent (110%) of the outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to be and has not been deposited, Agent on behalf of Lenders shall be entitled to liquidate such of the other collateral for the Loan (if any) as is necessary or appropriate in its sole judgment so as to create such cash collateral. (d) The Borrower Any cash collateral deposited under subparagraph (c) above, and all interest earned thereon, shall have assigned to be held by Agent and invested and reinvested, at the Original Lenders, all rights reasonable and customary expense of the Borrower relating to the Hotel under the Purchase Agreement pursuant to an instrument of assignment (the "Purchase Agreement Assignment"), duly executed and delivered by the Borrower and Marriott in the form of Exhibit I hereto. (e) The General Partner and Marriott shall each have subordinated repayment of any loan advances and interest thereon andBorrower, in U.S. Treasury Bills with maturities of no more than ninety (90) days from the case date of the General Partner, capital contributions at any time made by the General Partner to the Borrower to the prior payment of the Loan, and shall have assigned to the Original Lenders the right to repayment of any and all such loan advances and interest thereon or capital contributions made by the General Partner to the Borrower, pursuant to the provisions of a subordination agreement in the form attached hereto as Exhibit J (the "Subordination Agreementinvestment."). (f) The Borrower shall have duly executed and delivered such financing statements as the Lenders or their counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the Security Agreement, Mortgage, Subordination Agreement and in the other collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and delivered such other and further agreements, documents and instruments as the Lenders or their counsel may request to further evidence, perfect and preserve any of the collateral security for the Borrower's obligations provided for in this Section 4.2.

Collateral Security. In order to secure the payment of the Loan when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lenders arising hereunder or related hereto: (a) The indebtedness, liabilities, and obligations of Borrower shall have duly executed under this SECTION 3, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the obligations secured by the security interests, liens, and encumbrances created by the Collateral Security Documents delivered a Security Agreement in to Administrative Agent, and Administrative Agent THIRD AMENDED AND 33 RESTATED CREDIT AGREEMENT and Lenders are entitled to the form benefit of Exhibit G hereto (the "Security Agreement")Collateral granted thereunder with respect to such indebtedness. (b) The Notwithstanding the payment in full of the Loan, the termination of the Commitment, or the occurrence of the Final Maturity Date, the Collateral shall continue to secure the indebtedness, liabilities, and obligations of Borrower under this SECTION 3 until all Letters of Credit shall have furnished the Guaranties duly executed expired and delivered by Marriottall indebtedness, liabilities, and obligations under this SECTION 3 shall have been paid in full. (c) The Borrower shall have assigned to On the Original Lenders, all rights termination of the Borrower relating Commitment (or any partial termination of the Commitment which reduces the Commitment to less than the Hotel under the Management Agreement pursuant to an agreement of assignment ( the "Management Agreement Assignment"LC Exposure), duly executed and delivered by the Borrower Final Maturity Date, and the Manager occurrence of an Event of Default, Required Lenders may require (or in the form case of Exhibit H heretoan Event of Default occurring under SECTION 12.1(k), it shall be required automatically) that Borrower deliver to Administrative Agent cash or U.S. Treasury Bills with maturities of not more than 90 days from the date of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred ten percent (110%) of the Letter of Credit Exposure, such cash or U.S. Treasury Bills and all interest earned thereon to constitute cash Collateral for all such Letters of Credit. At such time as such Collateral is required to be and has not been deposited, Administrative Agent on behalf of Lenders shall be entitled to liquidate such of the other Collateral for the Loan (if any) as is necessary or appropriate in its sole judgment so as to create such cash Collateral. (d) The Borrower any cash Collateral deposited under CLAUSE (c) above, and all interest earned thereon, shall have assigned to be held by Administrative Agent and invested and reinvested at the Original Lenders, all rights expense and the written direction of the Borrower relating to the Hotel under the Purchase Agreement pursuant to an instrument of assignment (the "Purchase Agreement Assignment"), duly executed and delivered by the Borrower and Marriott in the form of Exhibit I hereto. (e) The General Partner and Marriott shall each have subordinated repayment of any loan advances and interest thereon andBorrower, in U.S. Treasury Bills with maturities of no more than ninety (90) days from the case date of the General Partner, capital contributions at any time made by the General Partner to the Borrower to the prior payment of the Loan, and shall have assigned to the Original Lenders the right to repayment of any and all such loan advances and interest thereon or capital contributions made by the General Partner to the Borrower, pursuant to the provisions of a subordination agreement in the form attached hereto as Exhibit J (the "Subordination Agreementinvestment."). (f) The Borrower shall have duly executed and delivered such financing statements as the Lenders or their counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the Security Agreement, Mortgage, Subordination Agreement and in the other collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and delivered such other and further agreements, documents and instruments as the Lenders or their counsel may request to further evidence, perfect and preserve any of the collateral security for the Borrower's obligations provided for in this Section 4.2.

Collateral Security. In order to secure the payment of the Loan when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lenders arising hereunder or related hereto: (a) The indebtedness, liabilities and obligations of the Borrower shall have duly executed under this Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the obligations secured by the security interests, liens and encumbrances created by the Collateral Security Documents delivered a Security Agreement in to Administrative Agent and Administrative Agent and the form Banks are entitled to the benefit of Exhibit G hereto (the "Security Agreement")collateral security granted thereunder with respect to such indebtedness. (b) The Notwithstanding the payment in full of the Loan, the termination of the Commitment or the occurrence of the Final Maturity Date, the Collateral shall continue to secure the indebtedness, liabilities and obligations of the Borrower under this Section 2A until all Letters of Credit shall have furnished the Guaranties duly executed expired and delivered by Marriottall indebtedness, liabilities and obligations under this Section 2A shall have been paid in full. (c) The Borrower shall have assigned to On the Original Lenders, all rights termination of the Borrower relating to Commitment, the Hotel Final Maturity Date and the occurrence of an Event of Default, Required Banks may require (and in the case of an Event of Default occurring under the Management Agreement pursuant to an agreement of assignment ( the "Management Agreement Assignment"), duly executed and delivered by Paragraph 9.1(k) it shall be required automatically) that the Borrower deliver to Administrative Agent, cash or U.S. Treasury Bills with maturities of not more than 90 days from the date of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred ten percent (110%) of the outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to be and has not been deposited, Administrative Agent on behalf of Banks shall be entitled to liquidate such of the Manager other collateral for the Loan (if any) as is necessary or appropriate in the form of Exhibit H heretoits sole judgment so as to create such cash collateral. (d) The Borrower shall have assigned to the Original Lenders, all rights of the Borrower relating to the Hotel Any cash collateral deposited under the Purchase Agreement pursuant to an instrument of assignment subparagraph (the "Purchase Agreement Assignment"), duly executed and delivered by the Borrower and Marriott in the form of Exhibit I hereto. (ec) The General Partner and Marriott shall each have subordinated repayment of any loan advances and interest thereon and, in the case of the General Partner, capital contributions at any time made by the General Partner to the Borrower to the prior payment of the Loanabove, and all interest earned thereon, shall have assigned to be held by Administrative Agent and invested and reinvested at the Original Lenders expense and the right to repayment written direction of any and all such loan advances and interest thereon or capital contributions made by the General Partner to the Borrower, pursuant to in U.S. Treasury Bills with maturities of no more than ninety (90) days from the provisions date of a subordination agreement in the form attached hereto as Exhibit J (the "Subordination Agreementinvestment."). (f) The Borrower shall have duly executed and delivered such financing statements as the Lenders or their counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the Security Agreement, Mortgage, Subordination Agreement and in the other collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and delivered such other and further agreements, documents and instruments as the Lenders or their counsel may request to further evidence, perfect and preserve any of the collateral security for the Borrower's obligations provided for in this Section 4.2.

Collateral Security. In order to secure the payment of the Loan when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lenders arising hereunder or related hereto: (a) As collateral security for the Borrower’s obligations to the Bank under this Agreement and the Letters of Credit (the “Secured Obligations”), the Borrower shall, on or prior to the date of this Agreement, deposit or cause to be deposited with the Bank or an affiliate thereof as directed by the Bank, ONE HUNDRED FIFTY-TWO MILLION ONE HUNDRED NINETY-THREE THOUSAND FIVE HUNDRED SEVENTY-ONE and 00/100 Dollars ($152,193,571) in cash, which amount shall be held by the Bank or such affiliate in an interest bearing cash collateral account(s) established with the Bank, which shall include, but shall not be limited to, Blackrock Account No. 25497 titled “PNC Bank, National Association, Pledgee f/b/o Consol Energy, Inc.” (the “Cash Collateral Account”). This initial funding of the Cash Collateral Account shall serve as the collateral security for the Letters of Credit that are deemed to be issued hereunder and are set forth on Schedule 1(a)(iv). Thereafter, prior to the requested issuance of any Letter of Credit by the Bank hereunder or prior to the requested transfer of a Credit Agreement LOC to this Agreement (which Credit Agreement LOC shall be deemed to be issued hereunder), Borrower shall be required, as a condition precedent to the issuance of such Letter of Credit, to deposit an amount equal to 102.5% of the face amount of such requested Letter of Credit into the Cash Collateral Account. The Cash Collateral Account shall always equal or exceed 102.5% of the aggregate amount of all of the Letters of Credit issued hereunder. In the event and to the extent of any insufficiency, the Borrower shall, upon the request of the Bank, deposit an additional amount into the Cash Collateral Account so that the balance in the Cash Collateral Account shall equal 102.5% of the aggregate amount of all of the Letters of Credit. The Bank shall have sole dominion and control over all funds in the Cash Collateral Account and such funds may be withdrawn only by the Bank. The Borrower shall have duly no control over or withdrawal rights in respect of the Cash Collateral Account. Except as otherwise provided herein, the Bank may, in its discretion, release to the Borrower from time to time all or any part of the funds deposited in the Cash Collateral Account, but the Bank shall have the right at any time to apply all or any part of the funds on deposit in the Cash Collateral Account to the payment of such portion of the Secured Obligations as may then be due and payable, whether on account of principal or interest or otherwise as the Bank in its discretion may elect, until all of the Borrower’s Secured Obligations are paid in full. Notwithstanding the foregoing, any time that the amount in the Cash Collateral Account exceeds 102.5% of the the aggregate amount of all of the Letters of Credit issued and outstanding, the Borrower may make written request to the Bank and the Bank shall release all or any portion, as requested by Borrower, of the amount in the Cash Collateral Account that is in excess of 102.5% of the the aggregate amount of all of the Letters of Credit issued and outstanding; provided, however, that if any Letters of Credit are subsequently requested the Borrower understands that, as a condition precedent to the issuance of such Letter of Credit, the Borrower shall be required to deposit an amount equal to 102.5% of the face amount of such requested Letter of Credit into the Cash Collateral Account in accordance with the foregoing provisions. The Borrower hereby grants to the Bank a lien and security interest in and to the Cash Collateral Account, as more particularly set forth in that certain Pledge Agreement dated as of even date herewith between the Borrower and the Bank, as the same may be amended, modified, supplemented or replaced from time to time (the “Pledge Agreement”) granting the Bank a first priority perfected lien on the Borrower’s interest in and to the Cash Collateral Account and all UCC-1 financing statements executed and delivered a Security Agreement in filed with respect thereto which security interest shall be prior and superior to all liens to the form of Exhibit G hereto (the "Security Agreement")full extent permitted by law. (b) The Borrower shall have furnished In the Guaranties duly executed and delivered by Marriott. (c) The Borrower shall have assigned to the Original Lenders, all rights of the Borrower relating to the Hotel under the Management Agreement pursuant to an agreement of assignment ( the "Management Agreement Assignment"), duly executed and delivered by the Borrower and the Manager in the form of Exhibit H hereto. (d) The Borrower shall have assigned to the Original Lenders, all rights of the Borrower relating to the Hotel under the Purchase Agreement pursuant to an instrument of assignment (the "Purchase Agreement Assignment"), duly executed and delivered by the Borrower and Marriott in the form of Exhibit I hereto. (e) The General Partner and Marriott shall each have subordinated repayment of event any loan advances and interest thereon and, in the case of the General Partner, capital contributions at any time made by the General Partner additional shares are issued to the Borrower to the prior payment as a stock dividend or in lieu of the Loan, and shall have assigned to the Original Lenders the right to repayment of any and all such loan advances and interest thereon or capital contributions made by the General Partner to the Borrower, pursuant to the provisions of a subordination agreement in the form attached hereto as Exhibit J (the "Subordination Agreement."). (f) The Borrower shall have duly executed and delivered such financing statements as the Lenders or their counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the Security Agreement, Mortgage, Subordination Agreement and in the other collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and delivered such other and further agreements, documents and instruments as the Lenders or their counsel may request to further evidence, perfect and preserve on any of the collateral Cash Collateral Account, as a result of any split of any of the investment property or security for entitlements set forth in the Borrower's obligations provided for Cash Collateral Account, by reclassification or otherwise, any certificates evidencing any such additional shares will be immediately delivered to the Bank and such shares will be subject to the Pledge Agreement and a part of the Cash Collateral Account to the same extent as the original investment property or security entitlements set forth in this Section 4.2the Cash Collateral Account. At any time after the occurrence of an Event of Default, the Bank shall be entitled to retain in the Cash Collateral Account all cash or stock dividends, interest and premiums declared or paid in connection with the Cash Collateral Account.

Collateral Security. In order to secure the payment of the Loan when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lenders arising hereunder or related hereto: (a) The indebtedness, liabilities and obligations of Borrower shall have duly executed under this Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the obligations secured by the security interests, liens and encumbrances created by the Collateral Security Documents delivered a Security Agreement in to Agent by Borrower, and Agent and the form Lenders are entitled to the benefit of Exhibit G hereto (the "Security Agreement")collateral security granted thereunder with respect to such indebtedness. (b) The Notwithstanding the payment in full of the Loans, the termination of the Revolving Credit Commitment or the occurrence of the Termination Date, unless and until Borrower shall have furnished provided the Guaranties duly executed collateral in the form of cash or U.S. Treasury bills as required by subparagraph (c) below, the Collateral shall continue to secure the indebtedness, liabilities and delivered by Marriottobligations of Borrower under this Section 2A until all Letters of Credit shall have expired and all indebtedness, liabilities and obligations under this Section 2A shall have been paid in full. (c) The Borrower shall have assigned to On the Original Lenders, all rights termination of the Borrower relating to Revolving Credit Commitment or the Hotel under the Management Agreement pursuant to occurrence of an agreement Event of assignment ( the "Management Agreement Assignment")Default, duly executed Required Lenders may require (and delivered by the Borrower and the Manager in the form case of Exhibit H heretoan Event of Default occurring under Paragraph 7.1(j) it shall be required automatically) that Borrower deliver to Agent, cash or U.S. Treasury Bills with maturities of not more than 90 days from the date of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred ten percent (110%) of the outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to be and has not been deposited, Agent on behalf of Lenders shall be entitled to liquidate such of the other collateral for the Loans (if any) as is necessary or appropriate in its sole judgment so as to create such cash collateral. (d) The Borrower Any cash collateral deposited under subparagraph (c) above, and all interest earned thereon, shall have assigned to be held by Agent and invested and reinvested at the Original Lenders, all rights expense and the written direction of the Borrower relating to the Hotel under the Purchase Agreement pursuant to an instrument of assignment (the "Purchase Agreement Assignment"), duly executed and delivered by the Borrower and Marriott in the form of Exhibit I hereto. (e) The General Partner and Marriott shall each have subordinated repayment of any loan advances and interest thereon andBorrower, in U.S. Treasury Bills with maturities of no more than ninety (90) days from the case date of the General Partner, capital contributions at any time made by the General Partner to the Borrower to the prior payment of the Loan, and shall have assigned to the Original Lenders the right to repayment of any and all such loan advances and interest thereon or capital contributions made by the General Partner to the Borrower, pursuant to the provisions of a subordination agreement in the form attached hereto as Exhibit J (the "Subordination Agreementinvestment."). (f) The Borrower shall have duly executed and delivered such financing statements as the Lenders or their counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the Security Agreement, Mortgage, Subordination Agreement and in the other collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and delivered such other and further agreements, documents and instruments as the Lenders or their counsel may request to further evidence, perfect and preserve any of the collateral security for the Borrower's obligations provided for in this Section 4.2.

Collateral Security. In order to secure the payment of the Loan when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lenders arising hereunder or related hereto: (a) The Borrower shall have duly executed indebtedness, liabilities and obligations of Borrowers under this Section 2A, however created or incurred, whether now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect, secured or unsecured, are among the obligations secured by the security interests, liens and encumbrances created by the Collateral Security Documents delivered a Security Agreement in to Agent by Borrowers, and Agent and the form Lenders are entitled to the benefit of Exhibit G hereto (the "Security Agreement")collateral security granted thereunder with respect to such indebtedness. (b) The Borrower Notwithstanding the payment in full of the Loan, the termination of the Commitment or the occurrence of the Termination Date, the Collateral shall continue to secure the indebtedness, liabilities and obligations of Borrowers under this Section 2A until all Letters of Credit shall have furnished the Guaranties duly executed expired and delivered by Marriottall indebtedness, liabilities and obligations under this Section 2A shall have been paid in full. (c) The Borrower shall have assigned to On the Original Lenders, all rights termination of the Borrower relating to Commitment or the Hotel under the Management Agreement pursuant to occurrence of an agreement Event of assignment ( the "Management Agreement Assignment")Default, duly executed Required Lenders may require (and delivered by the Borrower and the Manager in the form case of Exhibit H heretoan Event of Default occurring under Paragraph 8.1(k) it shall be required automatically) that Borrowers deliver to Agent, cash or U.S. Treasury Bills with maturities of not more than 90 days from the date of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred ten percent (110%) of the outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury Bills and all interest earned thereon to constitute cash collateral for all such Letters of Credit. At such time as such collateral is required to be and has not been deposited, Agent on behalf of Lenders shall be entitled to liquidate such of the other collateral for the Loan (if any) as is necessary or appropriate in its sole judgment so as to create such cash collateral. (d) The Borrower Any cash collateral deposited under subparagraph (c) above, and all interest earned thereon, shall have assigned to be held by Agent and invested and reinvested at the Original Lenders, all rights expense and the written direction of the Borrower relating to the Hotel under the Purchase Agreement pursuant to an instrument of assignment (the "Purchase Agreement Assignment"), duly executed and delivered by the Borrower and Marriott in the form of Exhibit I hereto. (e) The General Partner and Marriott shall each have subordinated repayment of any loan advances and interest thereon andBorrower, in U.S. Treasury Bills with maturities of no more than ninety (90) days from the case date of the General Partner, capital contributions at any time made by the General Partner to the Borrower to the prior payment of the Loan, and shall have assigned to the Original Lenders the right to repayment of any and all such loan advances and interest thereon or capital contributions made by the General Partner to the Borrower, pursuant to the provisions of a subordination agreement in the form attached hereto as Exhibit J (the "Subordination Agreementinvestment."). (f) The Borrower shall have duly executed and delivered such financing statements as the Lenders or their counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the Security Agreement, Mortgage, Subordination Agreement and in the other collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and delivered such other and further agreements, documents and instruments as the Lenders or their counsel may request to further evidence, perfect and preserve any of the collateral security for the Borrower's obligations provided for in this Section 4.2.

Collateral Security. In order to secure the payment of the Loan when due, whether by acceleration or otherwise, and all other Indebtedness of the Borrower to the Lenders arising hereunder or related hereto: (a) The To secure performance by Borrower of its obligations under this Agreement and the Notes, Borrower and Guarantors shall have duly grant to Agent in its capacity as such Agent under this Agreement for the ratable benefit of Lenders hereunder, a first priority security interest in and Lien (and only Lien, except for Permitted Liens) on certain of the Oil and Gas Properties of Borrower and Guarantors as may be selected by Agent, in its capacity as such Agent under this Agreement, and the oil, gas and mineral production therefrom or attributable thereto, and in all operating agreements and oil or gas purchase contracts (now existing or hereafter arising) relating to such Oil and Gas Properties and in related personal properties, fixtures and other properties, as evidenced by mortgages, deeds of trust, assignments of production, security agreements, general security agreements, indentures, and other documents to be executed by Borrower and Guarantors and delivered to or on behalf of Agent, in its capacity as such Agent under this Agreement for the ratable benefit of Lenders. Obligations arising from agreements arising from Rate Management Transactions between Borrower and one or more of Lenders or an Affiliate of any of Lenders shall be secured by the Collateral covering the Oil and Gas Properties on a Security Agreement pari passu basis with the indebtedness and obligations of Borrower under the Loan Documents. Once agreements arising from Rate Management Transactions involving one or more Lenders, or an Affiliate of any Lender, are entered into, and pursuant to this provision become secured by the Collateral on a pari passu basis, said Collateral shall continue to secure such obligations until such agreements are no longer in force and effect irrespective of whether Lender involved in such agreement ceases to be a Lender under this Agreement. All Oil and Gas Properties and other collateral in which Borrower and Guarantors grant or hereafter grant to Agent for the form ratable benefit of Exhibit G hereto Lenders, a first and prior Lien (to the "Security Agreement")satisfaction of Agent) in accordance with this Section 6, as such properties and interests are from time to time constituted, are hereinafter collectively called the “Collateral”. (b) The granting and assigning of such security interests and Liens by Borrower and Guarantors shall be pursuant to Collateral Documents in form and substance reasonably satisfactory to Agent. Concurrently with the delivery of each of the Collateral Documents or within a reasonable time thereafter, Borrower and Guarantors shall have furnished or caused to be furnished to Agent mortgage and title opinions and other title information reasonably satisfactory to Agent with respect to the Guaranties duly title and Lien status of Borrower’s and Guarantors’ interests in not less than 75% of the Engineered Value of the mortgaged Borrowing Base Properties. “Engineered Value” for this purpose shall mean future net revenues discounted at the discount rate being used by Agent as of the date of any such determination utilizing the pricing parameters used in the engineering report furnished to Agent pursuant to Sections 7 and 12 hereof. Borrower will cause to be executed and delivered by Marriott. (c) The Borrower shall have assigned to the Original Lenders, all rights of the Borrower relating to the Hotel under the Management Agreement pursuant to an agreement of assignment ( the "Management Agreement Assignment"), duly executed and delivered by the Borrower and the Manager in the form of Exhibit H hereto. (d) The Borrower shall have assigned to the Original Lenders, all rights of the Borrower relating to the Hotel under the Purchase Agreement pursuant to an instrument of assignment (the "Purchase Agreement Assignment"), duly executed and delivered by the Borrower and Marriott in the form of Exhibit I hereto. (e) The General Partner and Marriott shall each have subordinated repayment of any loan advances and interest thereon andAgent, in the case future, additional Collateral Documents if Agent reasonably deems such are necessary to insure perfection or maintenance of Lenders’ security interests and Liens in not less than 80% of the General Partner, capital contributions at any time made by the General Partner to the Borrower to the prior payment Engineered Value of the Loan, Oil and shall have assigned to the Original Lenders the right to repayment of any and all such loan advances and interest thereon or capital contributions made by the General Partner to the Borrower, pursuant to the provisions of a subordination agreement Gas Properties which are included in the form attached hereto as Exhibit J (the "Subordination AgreementBorrowing Base then in effect."). (f) The Borrower shall have duly executed and delivered such financing statements as the Lenders or their counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the Security Agreement, Mortgage, Subordination Agreement and in the other collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and delivered such other and further agreements, documents and instruments as the Lenders or their counsel may request to further evidence, perfect and preserve any of the collateral security for the Borrower's obligations provided for in this Section 4.2.

Collateral Security. In order to secure As security for the repayment of Loans and for the payment of the Loan when due, whether by acceleration or otherwise, interest thereon and all other Indebtedness of the Borrower Customer obligations to the Lenders Bank arising hereunder or related hereto: pursuant to any other extensions of credit by Bank to Customer, Customer hereby grants Bank a security interest in any and all Securities which may now or hereafter be held in the Account, any and all cash balances now or hereafter deposited in the Account and such other collateral pledged to Bank by Customer pursuant to Sections 3.01 or 3.02 hereof, as shall be satisfactory to Bank (a) The Borrower collectively, the "Collateral"). Bank shall be entitled to its rights as a pledgee under common law and as a secured party under Articles 8 and 9 of the New York Uniform Commercial Code and any and all other applicable laws and/or regulations as then in effect with respect to the Collateral. Notwithstanding the interest of any other party in the Collateral, whether arising from transactions with Customer in Securities or from any other circumstances, Bank shall have duly executed a first and delivered a Security Agreement in prior lien on the form of Exhibit G hereto (the "Security Agreement"). (b) The Borrower shall have furnished the Guaranties duly executed and delivered by Marriott. (c) The Borrower shall have assigned to the Original Lenders, all rights of the Borrower relating to the Hotel under the Management Agreement pursuant to an agreement of assignment ( the "Management Agreement Assignment"), duly executed and delivered by the Borrower and the Manager in the form of Exhibit H hereto. (d) The Borrower shall have assigned to the Original Lenders, all rights of the Borrower relating to the Hotel under the Purchase Agreement pursuant to an instrument of assignment (the "Purchase Agreement Assignment"), duly executed and delivered by the Borrower and Marriott in the form of Exhibit I hereto. (e) The General Partner and Marriott shall each have subordinated repayment of any loan advances and interest thereon and, in the case of the General Partner, capital contributions at any time made by the General Partner to the Borrower to the prior payment of the Loan, and shall have assigned to the Original Lenders Collateral. Customer hereby grants Bank the right to repayment foreclose upon and liquidate the Collateral upon the occurrence of an Event of Default (as defined in Article IV). The transfer of any Security from the Account to any Segregated Account or other account on Bank's books (whether or not such account is in Customer's name) pursuant to Instructions shall be conditional and such Security shall be deemed to be held in the Account for all purposes hereunder and subject to the security interest in favor of Bank until Bank determines it has no loans, overdrafts or losses on its books for Customer (or until Bank has received satisfactory collateral for all such loan advances loans, overdrafts or losses), all money payments are final and interest thereon or capital contributions made by the General Partner to the Borrower, irreversible pursuant to the provisions of a subordination agreement in the form attached hereto as Exhibit J (the "Subordination Agreement."). (f) The Borrower shall have duly executed and delivered such financing statements as the Lenders or their counsel shall require to further evidence, confirm and perfect the security interests granted or to be granted in the Security Agreement, Mortgage, Subordination Agreement and in the other collateral assignments provided for in this Section 4.2. (g) The Borrower shall have duly executed and delivered such other and further agreements, documents and instruments as the Lenders or their counsel may request to further evidence, perfect and preserve any Article 4A of the collateral security for UCC and Regulation J, and Bank approves such transfer by making appropriate entries evidencing such approval promptly on Bank's books and records. The Bank making such entries on its books and records shall constitute the Borrower's obligations provided for in this Section 4.2sole means by which such approval shall be given and such transfer shall become effective.