Common use of Deposits into Lockbox Account Clause in Contracts

Deposits into Lockbox Account. Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager to, deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager into the Lockbox Account no later than one (1) Business Day after receipt; provided, however, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Account; (ii) Borrower shall send a notice, substantially in the form of Exhibit A, to all Tenants now or hereafter occupying space at each Individual Property directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the Lease to which they are a party directly into the Lockbox Account; (iii) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereof, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties are deposited; and (iv) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereof. Until deposited into the Lockbox Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind from the Properties received by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, for the benefit, and as the property, of Lender. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consent.

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Operating Tenant or Manager to, promptly deposit all Gross Income from Operations, all Operations and forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager security deposits into the Lockbox Account no later than one (1) Business Day after receipt; providedProperty Account, howeveror, that all Lease if applicable, the Post-Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Property Account; , (ii) Borrower shall send a notice, substantially in the form of Exhibit AB, to all Tenants tenants (other than the Operating Tenant) now or hereafter occupying space at each Individual Property directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the Lease to which they are a party into the Property Account or the Post-Termination Property Account, as the case may be, (iii) Borrower or Manager shall instruct the Franchisor to deposit all Accounts Receivable for the Properties and all other sums collected by Franchisor pursuant to the Franchise Agreement into the Property Account or the Post-Termination Property Account, as the case may be, (iv) Borrower or Manager shall deliver a notice substantially in the form of Exhibit D hereto to all credit card companies to pay all Accounts Receivable directly into the Property Account or the Post-Termination Property Account, as the case may be, (v) Borrower shall deposit, or shall cause the Counterparty to deposit, all sums paid under the Interest Rate Cap Agreement directly into the Lockbox Account; (iiivi) Borrower shall, or shall cause Operating Tenant to deposit all Operating Lease Rent due under the Operating Lease directly into the Lockbox Account, (vii) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereofAccounts, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties are deposited; , and (ivviii) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereofProperties. Until deposited into the Lockbox Property Account or the Post-Termination Property Account, as the case may be, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind Operations from the Properties received and forfeited security deposits held by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of Lender. Lender and shall not be commingled with any other funds or property of Borrower. (i) prior to the occurrence of a Termination Event, Borrower, or Lender on behalf of Borrower, shall, or shall cause Operating Tenant to, direct the Property Account Bank to transfer, two (2) Business Days prior to each Payment Date, all funds on deposit in the Property Account, up to the amount of Operating Lease Rent due for the month in which such Payment Date occurs, to the Lockbox Account; and (ii) following the occurrence of a Termination Event, Borrower, or Lender on behalf of Borrower, shall, direct the Property Account Bank to transfer, on the last Business Day of each month, all funds on deposit in the Post-Termination Property Accounts to the Lockbox Account. (c) Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consent.

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Operating Tenant or Manager to, promptly deposit all Gross Income from Operations, all Operations and forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager security deposits into the Lockbox Account no later than one (1) Business Day after receipt; providedProperty Account, howeveror, that all Lease if applicable, the Post-Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Property Account; , (ii) Borrower shall send a notice, substantially in the form of Exhibit AB, to all Tenants tenants (other than the Operating Tenant) now or hereafter occupying space at each Individual the Property directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the Lease to which they are a party into the Property Account or the Post-Termination Property Account, as the case may be, (iii) Borrower or Manager shall instruct the Franchisor to deposit all Accounts Receivable for the Property and all other sums collected by Franchisor pursuant to the Franchise Agreement into the Property Account or the Post-Termination Property Account, as the case may be, (iv) Borrower or Manager shall deliver a notice substantially in the form of Exhibit D hereto to all credit card companies to pay all Accounts Receivable directly into the Property Account or the Post-Termination Property Account, as the case may be, (v) Borrower shall deposit, or shall cause the Counterparty to deposit, all sums paid under the Interest Rate Cap Agreement directly into the Lockbox Account; (iiivi) Borrower shall, or shall cause Operating Tenant to deposit all Operating Lease Rent due under the Operating Lease directly into the Lockbox Account, (vii) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereofAccounts, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties Property are deposited; , and (ivviii) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereofProperty. Until deposited into the Lockbox Property Account or the Post-Termination Property Account, as the case may be, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind Operations from the Properties received Property and forfeited security deposits held by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of Lender. Lender and shall not be commingled with any other funds or property of Borrower. (b) (i) prior to the occurrence of a Termination Event, Borrower, or Lender on behalf of Borrower, shall, or shall cause Operating Tenant to, direct the Property Account Bank to transfer, two (2) Business Days prior to each Payment Date, all funds on deposit in the Property Account, up to the amount of Operating Lease Rent due for the month in which such Payment Date occurs, to the Lockbox Account; and (ii) following the occurrence of a Termination Event, Borrower, or Lender on behalf of Borrower, shall, direct the Property Account Bank to transfer, on the last Business Day of each month, all funds on deposit in the Post-Termination Property Accounts to the Lockbox Account. (c) Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consent.

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager to, deposit all Gross Income from Operations, all forfeited Security Deposits From Operations and all any other revenue of any kind from each Individual sums generated by the Property received by Borrower or Manager into the Lockbox Property Account no later than within one (1) Puerto Rico Business Day after of receipt; provided, however(ii) Borrower shall instruct the Manager to deposit all Gross Income From Operations and other sums generated by the Property collected by Manager, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in if any, pursuant to the Rollover Reserve Account; Management Agreement into the Property Account within one (ii1) Puerto Rico Business Day of receipt, (iii) Borrower shall deposit, or shall cause the Manager to deposit, all Accounts Receivable for the Property into the Property Account within one (1) Puerto Rico Business Day of receipt, (iv) Borrower shall send a notice, substantially in the form of Exhibit AD, to all Tenants now consumer credit/ charge card organizations or hereafter occupying space entities which sponsor or administer such cards (including the American Express Card, the Visa Card and the Mastercard) as are accepted for payment at each Individual Property the Property, directing them to pay all Rents (including all Lease Termination Payments) and all other sums due to Borrower (or to Manager, as the case may be), directly to the Property Account, (v) Borrower shall deposit or shall cause Counterparty to deposit all sums payable to Lender under the Lease to which they are a party Interest Rate Cap Agreement directly into the Lockbox Account; (iiivi) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereof, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties Property are directly deposited; , and (ivvii) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereofProperty. Until deposited into the Lockbox Property Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind From Operations from the Properties received Property held by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of Lender and shall not be commingled with any other funds or property of Borrower. (b) Borrower represents, warrants and covenants that, (i) Borrower will continue to deposit all Gross Income From Operations it receives into the Property Account, (ii) Borrower, or Lender on behalf of Borrower, shall instruct the Manager to continue to deposit all Gross Income From Operations and all other sums collected by Manager, if any, pursuant to the Management Agreement into the Property Account and (iii) Borrower shall have no right to withdraw any funds from the Property Account or Lockbox Account Bank except for dollar-for-dollar change of currency into different denominations, and, as otherwise provided herein or with Lender. ’s prior written consent, but bank fees, returned checks and credit cards chargebacks and commissions may be debited and paid from the Property Account. (c) Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager to, immediately deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager into the Lockbox Account no later than one (1) Business Day after receipt; provided, however, that all Lease Termination Payments Operations and forfeited Security Deposits shall be deposited directly in to into the Rollover Reserve Property Account; , (ii) Borrower shall send a notice, substantially in the form of Exhibit AB, to all Tenants tenants now or hereafter occupying space at each Individual the Property directing them to pay all Rents (including including, without limitation, all Lease Termination Payments) and all other sums due under the Lease to which they are a party directly into the Lockbox Property Account; , (iii) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereofAccounts, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties Property are deposited; , and (iv) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereofProperty. Until deposited into the Lockbox Property Account, any Gross Income from Operations, Operations from the Property and forfeited Security Deposits and other revenue of any kind from the Properties received held by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of Lender. Lender and shall not be commingled with any other funds or property of Borrower. (b) Borrower, or Lender on behalf of Borrower, shall direct the Property Account Bank to transfer, on the last Business Day of each calendar week, all funds on deposit in the Property Account to the Lockbox Account. (c) Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consent.

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager or Operating Lessee to, immediately deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager Operations into the Lockbox applicable Property Account no later than one (1) Business Day after receipt; providedor Concentration Account, however, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Account; (ii) Borrower or Operating Lessee shall send a notice, substantially in the form of Exhibit AB, to all Tenants tenants now or hereafter occupying space at each Individual Property directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the Lease to which they are a party into the applicable Property Account or Concentration Account, (iii) Borrower, Operating Lessee or Manager shall instruct the Franchisor to deposit all Accounts Receivable for the Properties and all other sums collected by Franchisor pursuant to the Franchise Agreement into the applicable Property Account or the Concentration Account, (iv) Borrower, Operating Lessee or Manager shall deliver a notice substantially in the form of Exhibit D hereto to all credit card companies to pay all Accounts Receivable directly into the applicable Property Account or the Concentration Account, (v) Borrower shall deposit, or shall cause the Counterparty to deposit, all sums paid under the Interest Rate Cap Agreement directly into the Concentration Account or the Lockbox Account; (iiivi) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereofAccounts, there shall be no other accounts maintained by Borrower Borrower, Operating Lessee or any other Person into which revenues from the ownership and operation of the Properties are deposited; and , (ivvii) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred Properties, (viii) on or before May 1st of each Fiscal Year, Borrower shall provide to Lender evidence reasonably satisfactory to Lender that Borrower has notified the Eligible Institution(s) maintaining the Concentration Account(s) of the revised calculation of the Monthly Pegged Amount and (ix) three (3) Business Days before each Payment Date, Borrower and/or Operating Lessee shall cause Manager to deposit, or cause to be deposited, all remaining funds on deposit in Section 3.7(a)(i) hereofthe Manager Account into the Concentration Account. Until deposited into the Lockbox applicable Property Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind Operations from the Properties received held by Borrower or Manager Operating Lessee shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of Lender. Borrower warrants Lender and covenants that it shall not rescind, withdraw be commingled with any other funds or change any notices property of Borrower or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consentOperating Lessee.

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager or Operating Lessee to, immediately deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager Operations into the Lockbox Account no later than one (1) Business Day after receipt; providedProperty Account, however, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Account; (ii) Borrower or Operating Lessee shall send a notice, substantially in the form of Exhibit AB, to all Tenants tenants now or hereafter occupying space at each Individual the Property directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the Lease to which they are a party into the Property Account, (iii) Borrower or Operating Lessee shall instruct Manager to deposit all Accounts Receivable for the Property and all other sums collected by Manager pursuant to the Management Agreement into the Property Account, (iv) Borrower, Operating Lessee or Manager shall deliver a notice substantially in the form of Exhibit C hereto to all credit card companies to pay all Accounts Receivable directly into the Lockbox Property Account; , (iiiv) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereofAccounts, there shall be no other accounts maintained by Borrower Borrower, Operating Lessee or any other Person into which revenues from the ownership and operation of the Properties Property are deposited; , and (ivvi) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereofProperty. Until deposited into the Lockbox Property Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind Operations from the Properties received Property held by Borrower Borrower, Operating Lessee or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of Lender. Lender and shall not be commingled with any other funds or property of Borrower, Operating Lessee or Manager. (b) Borrower, Operating Lessee or Lender on behalf of Borrower warrants or Operating Lessee, shall direct the applicable Property Account Bank to (i) prior to the occurrence of a Triggering Event and covenants after the occurrence of a Triggering Event Termination, such account as shall be specified by Borrower and Operating Lessee in writing, and (ii) following the occurrence of a Triggering Event and prior to the occurrence of a Triggering Event Termination, (1) transfer to the Manager Account, as directed by Manager, amounts necessary to pay (A) the Monthly Operating Expense Amount for the then current calendar month, plus (B) any unpaid Operating Expenses (less Taxes and incentive management fees) attributable to the then prior calendar month and (2) transfer to the Lockbox Account, on the Business Day before the last Business Day of each such current calendar month, all remaining funds on deposit in the Property Account. (c) Borrower and Operating Lessee warrant and covenant that it they shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s 's prior written consent.

Deposits into Lockbox Account. Borrower representsThe Borrowers hereby warrant, warrants covenant and covenants agree that during any Lockbox Period: A/72912756.15 (ia) Borrower shall, each tenant under any lease (other than any Operating Lease or individual hotel guests) now or hereafter occupying space at each Collateral Property shall cause pay all Rents and other sums due under such lease to the applicable Manager to, for deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager into the Lockbox applicable Property Account no later than one (1) Business Day after receipt; provided, however, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to or Concentration Account for the Rollover Reserve Account; (ii) benefit of the Secured Parties;and Borrower shall send a notice to each tenant under a Major Lease (other than any Operating Lease) directing each such tenant to pay (such notice, substantially in the form of Exhibit AH, to all Tenants now or hereafter occupying space at each Individual Property directing them to pay the “Accounts Notice”), all Rents (including all Lease Termination Payments) and all other sums due under the such Major Lease to which they are a party directly Manager for deposit into the Lockbox Account; (iii) other than applicable Property Account or Concentration Account for the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereof, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation benefit of the Properties are deposited; Secured Parties; (b) all material third party merchants, including, but not limited to, all credit, charge, debit and comparable card companies and processors (ivbut expressly excluding individual hotel guests, which shall continue to pay the applicable Managers) neither shall pay, and the applicable Borrower nor any other Person shall open any other such account send an Accounts Notice directing them to pay, all sums due under their arrangements with respect the Borrowers to the deposit applicable Property Account or Concentration Account for the benefit of income the Secured Parties (provided that Borrowers shall not be obligated to send notices to merchants that are already making payments in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(isuch fashion); and (c) hereof. Until deposited into the Lockbox Account, any Any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind Operations from the Collateral Properties received held by Borrower Borrowers or Manager Managers or FelCor Trust (pursuant to the Services Agreements) shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, such Person for the benefit, and as the property, of Lender. Borrower warrants Administrative Agent for the benefit of the Secured Parties and covenants that it shall not rescind, withdraw be commingled with any other funds or change any notices property of Borrowers or instructions required Managers or FelCor Trust (except to be sent by it pursuant to this Section 3.2 without Lender’s prior written consentthe extent permitted under the Services Agreements).

Deposits into Lockbox Account. Borrower represents(a) Borrowers warrant and covenant that, warrants and covenants that immediately after establishing the Embassy Property Accounts: (i) Borrower shallunless provided for in the related Manager’s Consent and Subordination of Management Agreements, or each Embassy Operating Lessee shall cause irrevocably instruct its respective Embassy Manager to, to deposit all Accounts Receivable for the related Embassy Property, and any Gross Income from OperationsOperations collected by such Embassy Manager on account of such Embassy Property, all forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager directly into the Lockbox Account no later than one (1) Business Day after receipt; providedapplicable Embassy Property Account, however, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Account; (ii) Borrower each Embassy Operating Lessee or its respective Embassy Manager shall send a notice, deliver an irrevocable direction letter substantially in the form of Exhibit A, D to all Tenants now or hereafter occupying space at each Individual Property credit card companies directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the Lease to which they are a party Accounts Receivable directly into the Lockbox Account; applicable Embassy Property Account for such Embassy Property, (iii) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereofAccounts, there shall be no other accounts (other than property-level xxxxx cash accounts, so-called “change order” accounts (created for the purpose of permitting the applicable Embassy Manager to make change for hotel guests) or similar type accounts) maintained by any Borrower or any other Person into which revenues from the ownership and operation of the Embassy Properties are deposited; , and (iv) neither no Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereofEmbassy Properties. Until deposited into the Lockbox applicable Embassy Property Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind Operations from the Embassy Properties received held by Borrower or Manager Borrowers shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of LenderAdministrative Agent for the benefit of the Secured Parties and shall not be commingled with any other funds or property of Borrowers or any other Person. (b) Borrowers warrant and covenant that, immediately after establishing the Sheraton Property Accounts: (i) unless provided for in the related Manager’s Consent and Subordination of Management Agreement, each Sheraton Operating Lessee shall irrevocably instruct its respective Sheraton Manager to (1) deposit all Accounts Receivable for the related Sheraton Property, and any Gross Income from Operations collected by such Sheraton Manager on account of such Sheraton Property, directly into the applicable Sheraton Property Account or the Sheraton Manager Account, and (2) remit all amounts payable to such Sheraton Operating Lessee into the Lockbox Account, as and when such Sheraton Manager is obligated to remit such funds to such Sheraton Operating Lessee pursuant to the applicable Sheraton Management Agreement, or any other agreement between Borrowers (or its Affiliates) and such Sheraton Manager (or its Affiliates) related thereto, (ii) each Sheraton Operating Lessee or its respective Sheraton Manager shall deliver an irrevocable direction letter substantially in the form of Exhibit D to all credit card companies directing them to pay all Accounts Receivable relating to the Sheraton Properties directly into the applicable Sheraton Property Account or the Sheraton Manager Account, (iii) other than the Accounts, there shall be no other accounts (other than property-level xxxxx cash accounts, so-called “change order” accounts (created for the purpose of permitting the applicable Sheraton Manager to make change for hotel guests) or similar type accounts) maintained by any Borrower or any other Person into which revenues from the ownership and operation of the Sheraton Properties are deposited, and (iv) no Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Sheraton Properties. Until deposited into the applicable Sheraton Property Account, any Gross Income from Operations from the Sheraton Properties held by Borrowers shall be deemed to be Collateral and shall be held in trust by it for the benefit, and as the property, of Administrative Agent for the benefit of the Secured Parties and shall not be commingled with any other funds or property of Borrowers or any other Person. (c) At all times other than during a Lockbox Period, each Property Account Bank maintaining a Embassy Property Account shall, pursuant to the applicable Embassy Property Account Agreement, cause all funds on deposit in any Embassy Property Account to be deposited in the Embassy Manager Account on each Business Day. Upon receipt by any Property Account Bank maintaining a Embassy Property Account of a Lockbox Trigger Event Notice, and for so long as such Property Account Bank has not received a Lockbox Trigger Event Cure Notice, such Property Account Bank shall, pursuant to the applicable Embassy Property Account Agreement, cause all funds on deposit in any Embassy Property Account to be deposited into the Lockbox Account on each Business Day. (d) Each Property Account Bank maintaining a Sheraton Property Account shall at all times, pursuant to the applicable Sheraton Property Account Agreement, cause all funds on deposit in any Sheraton Property Account to be deposited in the Sheraton Manager Account on each Business Day. (e) Each Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without LenderAdministrative Agent’s prior written consent.

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager or Operating Lessee to, immediately deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager Operations into the Lockbox applicable Property Account no later than one (1) Business Day after receipt; providedor Concentration Account, however, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Account; (ii) Borrower or Operating Lessee shall send a notice, substantially in the form of Exhibit AB, to all Tenants tenants now or hereafter occupying space at each Individual Property directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the Lease to which they are a party into the applicable Property Account or Concentration Account, (iii) Borrower or Operating Lessee shall instruct Manager to deposit all Accounts Receivable for the Properties and all other sums collected by Manager pursuant to the Management Agreement into the applicable Property Account or the Concentration Account, (iv) Borrower, Operating Lessee or Manager shall deliver a notice substantially in the form of Exhibit D hereto to all credit card companies to pay all Accounts Receivable directly into the applicable Property Account or the Concentration Account, (v) Borrower shall deposit, or shall cause the Counterparty to deposit, all sums paid under the Interest Rate Cap Agreement directly into the Concentration Account or the Lockbox Account; (iiivi) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereofAccounts, there shall be no other accounts maintained by Borrower Borrower, Operating Lessee or any other Person into which revenues from the ownership and operation of the Properties are deposited; and , (ivvii) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred Properties, (viii) on or before May 1st of each Fiscal Year, Borrower shall provide to Lender evidence reasonably satisfactory to Lender that Borrower has notified the Eligible Institution(s) maintaining the Concentration Account(s) of the revised calculation of the Monthly Pegged Amount and (ix) three (3) Business Days before each Payment Date, Borrower and/or Operating Lessee shall cause Manager to deposit, or cause to be deposited, all remaining funds on deposit in Section 3.7(a)(i) hereofthe Manager Account into the Concentration Account. Until deposited into the Lockbox applicable Property Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind Operations from the Properties received held by Borrower Borrower, Operating Lessee or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of Lender. Borrower warrants Lender and covenants that it shall not rescindbe commingled with any other funds or property of Borrower, withdraw Operating Lessee or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consentManager.

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager to, immediately deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager into the Lockbox Account no later than one (1) Business Day after receipt; provided, however, that all Lease Termination Payments Operations and forfeited Security Deposits shall be deposited directly in to into the Rollover Reserve Property Account; , (ii) Borrower shall send a notice, substantially in the form of Exhibit AC, to all Tenants tenants now or hereafter occupying space at each Individual Property directing them to pay all Rents (including including, without limitation, all Lease Termination Payments) and all other sums due under the Lease to which they are a party into the Property Account, (iii) Borrower shall deposit, or shall cause the Counterparty to deposit, all sums paid under the Interest Rate Cap Agreement directly into the Lockbox AccountAccount or, if the Lockbox Account is not then required to be in effect, into such account as specified by Lender; (iiiiv) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereofAccounts, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties are deposited; , and (ivv) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereofProperties. Until deposited into the Lockbox Property Account, any Gross Income from Operations, Operations from the Properties and forfeited Security Deposits and other revenue of any kind from the Properties received held by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of LenderLender and shall not be commingled with any other funds or property of Borrower. (b) Borrower, or Lender on behalf of Borrower, shall direct the Property Account Bank to transfer, on each Business Day, all funds on deposit in the Property Account to such account as shall be specified by Borrower in writing. Notwithstanding the foregoing, during a Cash Management Period, all funds in the Property Account shall be deposited into the Lockbox Account. (c) Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consent.

Deposits into Lockbox Account. Borrower represents, warrants and covenants that (ia) if a new Lockbox Account is established, Borrower shallshall send a notice, substantially in the form of Exhibit C, to all tenants now or shall cause Manager to, deposit hereafter occupying space at the Property directing them to pay all Gross Income from Operations, all forfeited Security Deposits Rent and all other revenue of any kind from each Individual Property received by Borrower or Manager sums due under the lease to which they are a party into the Lockbox Account no later than one (1"TENANT INSTRUCTIONS"), (b) Business Day after receipt; providedBorrower shall send Tenant Instructions to any new tenants hereafter occupying the Property, however, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Account; (iic) Borrower shall send a notice, substantially in the form of Exhibit AD attached hereto, to all Tenants Central Parking Corporation or such other agent now or hereafter occupying space at each Individual managing the parking garage facility located on the Property ("GARAGE MANAGER"), directing them the Garage Manager to pay send to the Lockbox Account all funds to be remitted to Borrower or the Manager ("GARAGE MANAGER INSTRUCTION"), (d) Borrower will immediately deposit all Rents and revenues it shall hereafter receive from the Property, if any, into the Lockbox Account, (including e) Borrower shall instruct the Manager to immediately deposit all Lease Termination Payments) Rents and all other sums due under hereafter collected by Manager, if any, pursuant to the Lease to which they are a party directly Management Agreement into the Lockbox Account; , (iiif) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereof, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties Property are directly deposited; and , (iv) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred after they are disbursed to in Section 3.7(a)(i) hereof. Until deposited into the Lockbox Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind from the Properties received by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, for the benefit, and as the property, of Lender. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consent.hereof)

Deposits into Lockbox Account. (a) Borrower representsshall cause all Rents from each Property to be deposited into a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank pursuant to the Cash Management Agreement, warrants and covenants that Borrower shall, and shall cause the Managers, if applicable, to, (i) Borrower shalldeliver written instructions (which instructions may be contained in the applicable Lease and which instructions shall be irrevocable by Borrower, unless Lender shall have otherwise agreed, until Borrower’s obligations with respect to the Loan have been satisfied) to all tenants under Leases to deliver all Rents or shall cause Manager toother revenue payable thereunder or otherwise derived from the Properties directly to the Lockbox Account (to the extent that any such tenants have already been directed to so deliver their respective Rents, no further instructions will be required), and (ii) deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property amounts received by Borrower or Manager into the Lockbox Account no later than one (1) Business Day after receipt; providedby any Manager, howeverif applicable, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Account; (ii) Borrower shall send a notice, substantially in the form of Exhibit A, to all Tenants now or hereafter occupying space at each Individual Property directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the Lease to which they are a party directly into the Lockbox Account; (iii) other than the Accounts and on Borrower’s account referred to in Section 3.7(a)(i) hereofbehalf, there shall be no other accounts maintained by Borrower constituting Rents or any other Person into which revenues from the ownership and operation of the Properties are deposited; and (iv) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereof. Until deposited into the Lockbox Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind from the Properties received by into the Lockbox Account within two (2) Business Days of receipt thereof. Disbursements from the Lockbox Account will be made in accordance with the terms and conditions of this Agreement and the Cash Management Agreement. Lender shall have the sole dominion and control over the Lockbox Account and, except as set forth in the Cash Management Agreement or in this Agreement, Borrower or Manager shall have no rights to make withdrawals therefrom. (b) Every Business Day, Lockbox Bank shall transfer to an account with the Agent (the “Cash Collateral Account”) all funds available in the Lockbox Account; the funds transferred to the Cash Collateral Account shall be deemed to be Collateral and shall be held applied by Agent as set forth in trust by Borrower or Manager, as the case may be, for the benefit, and as the property, of Lender. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consentCash Management Agreement.

Deposits into Lockbox Account. (a) Borrower represents, ----------------------------- warrants and covenants that (i) Borrower shall, or shall cause Manager to, deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager Operations into the Lockbox Property Account no later than within one (1) Business Day after receipt; provided, however, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in (or with respect to the Rollover Reserve Account; San Xxxx Property only, one (1) Puerto Rico Business Day) of receipt, (ii) Borrower shall instruct the Manager to deposit all Gross Income from Operations collected by Manager, if any, pursuant to the Management Agreement into the Property Account within one (1) Business Day (or with respect to the San Xxxx Property only, one (1) Puerto Rico Business Day) of receipt, (iii) Borrower shall send a notice, substantially in the form of Exhibit AC, to all Tenants tenants now or hereafter occupying space at each Individual Property directing them to pay all Rents (including all Lease Termination Payments) rent and all other sums due under the Lease lease to which they are a party directly into the Lockbox Property Account; , (iiiiv) other than Borrower will deposit all Gross Income from Operations it shall receive from the Property, if any, into the Property Account within one (1) Business Day (or with respect to the San Xxxx Property only, one (1) Puerto Rico Business Day) of receipt, (v) Borrower shall deposit all Accounts Receivable for the Property into the Property Account within one (1) Business Day (or with respect to the San Xxxx Property only, one (1) Puerto Rico Business Day) of receipt, (vi) Borrower shall send a notice, substantially in the form of Exhibit D, to all consumer credit/ charge card organizations or entities which sponsor or administer such cards (including the American Express Card, the Visa Card and Borrower’s account referred the Mastercard) as are accepted for payment at the Property, directing them to in Section 3.7(a)(ipay all sums due to Borrower (or to Manager, as the case may be), directly to the Property Account, (vii) hereof, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties are directly deposited; , and (ivviii) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereofProperties. Until deposited into the Lockbox Property Account, any Gross Income from Operations, forfeited Security Deposits Rents and other revenue of any kind revenues from the Properties received held by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of Lender. Lender and shall not be commingled with any other funds or property of Borrower. (b) Borrower represents, warrants and covenants that, (i) Borrower will continue to deposit all Gross Income from Operations it receives into the Property Account, (ii) Borrower, or Lender on behalf of Borrower, shall instruct the Manager to continue to deposit all Gross Income from Operations and all other sums collected by Manager, if any, pursuant to the Management Agreement into the Property Account and (iii) immediately upon the occurrence of a Triggering Event, Borrower, or Lender on behalf of Borrower, shall send notice to the Property Account Bank indicating that Borrower's rights in the Property Account have been suspended. (c) Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s 's prior written consent., which consent shall not be unreasonably withheld, delayed or conditioned. The Triggering Event shall be deemed cured (unless the cause of such Triggering Event was the occurrence of an Event of Default) on the first monthly test date on which the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the date of calculation is equal to or greater than the Required Ratio and in connection with such cure Lender shall send a notice to the Property Account Bank indicating that all of Borrower's rights in the Property Account have been reinstated. The Required Ratio may be obtained by, (i) prepaying the Loan (or a portion thereof) subject to the terms of this Agreement, the Note or any of the other Loan Documents (the amount of such paydown, the "Paydown Amount"), (ii) posting cash collateral or a Letter of Credit in the Paydown Amount) or (iii) improved performance of the Properties (a "Performance Cure"). In the event Borrower has cured the Triggering Event by posting cash collateral or a Letter of Credit in the Paydown Amount and the performance of the Properties improve so that the Required Ratio is maintained without the cash collateral or Letter of Credit, as applicable, Lender shall promptly return the applicable cash collateral or Letter of Credit to Borrower upon Borrower's written request therefor. Borrower's right to cure the Triggering Event shall be limited to two (2) times in each calendar year. In the event that (i) Borrower posts cash collateral or a Letter of Credit in the Paydown Amount and a subsequent a Performance Cure occurs and (ii) Borrower does not request the return of the cash collateral or Letter of Credit as permitted hereunder, the occurrence of the Performance Cure (and the continued posting of the applicable cash collateral or Letter of Credit) shall not constitute a second cure for the purpose of the immediately preceding sentence

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager to, immediately deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager Operations into the Property Account or Lockbox Account no later than one (1) Business Day after receipt; provided, however, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Account; (ii) Borrower shall send a notice, substantially in the form of Exhibit AB, to all Tenants tenants now or hereafter occupying space at each Individual Property directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the Lease to which they are a party into the Property Account; (iii) Borrower or Manager shall instruct the Franchisor to deposit all Accounts Receivable for the Properties and all other sums collected by Franchisor pursuant to the Franchise Agreement into the Property Account, (iv) Borrower or Manager shall deliver a notice substantially in the form of Exhibit D hereto to all credit card companies to pay all Accounts Receivable directly into the Lockbox Account; (iiiv) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereofAccounts, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties are deposited; and (ivvi) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereofProperties. Until deposited into the Lockbox Property Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind Operations from the Properties received held by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of Lender. Lender and shall not be commingled with any other funds or property of Borrower. (b) Borrower, or Lender on behalf of Borrower, shall direct the Property Account Bank to transfer, on the last Business Day of each calendar week, all funds on deposit in the Property Account to the Lockbox Account (except that an amount equal to the Peg Amount shall at all times be maintained in each Property Account). (c) Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s 's prior written consent.

Deposits into Lockbox Account. (a) Borrower representsshall cause all Rents from the Property to be deposited into a segregated Eligible Account (the “Lockbox Account”) with the Lockbox Bank pursuant to the Cash Management Agreement, warrants and covenants that Borrower shall, and shall cause the Manager, if applicable, to, (i) Borrower shalldeliver written instructions (which instructions may be contained in the applicable Lease and which instructions shall be irrevocable by Borrower, unless Lender shall have otherwise agreed, until Borrower’s obligations with respect to the Loan have been satisfied) to all tenants under Leases to deliver all Rents or shall cause Manager toother revenue payable thereunder or otherwise derived from the Property directly to the Lockbox Account (to the extent that any such tenants have already been directed to so deliver their respective Rents, no further instructions will be required), and (ii) deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property amounts received by Borrower or Manager into by the Lockbox Account no later than one (1) Business Day after receipt; providedManager, howeverif applicable, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Account; (ii) Borrower shall send a notice, substantially in the form of Exhibit A, to all Tenants now or hereafter occupying space at each Individual Property directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the Lease to which they are a party directly into the Lockbox Account; (iii) other than the Accounts and on Borrower’s account referred to in Section 3.7(a)(i) hereofbehalf, there shall be no other accounts maintained by Borrower constituting Rents or any other Person into which revenues from the ownership and operation of the Properties are deposited; and (iv) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereof. Until deposited into the Lockbox Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind from the Properties received by Property into the Lockbox Account within two (2) Business Days of receipt thereof. Disbursements from the Lockbox Account will be made in accordance with the terms and conditions of this Agreement and the Cash Management Agreement. Lender shall have the sole dominion and control over the Lockbox Account and, except as set forth in the Cash Management Agreement or in this Agreement, Borrower or Manager shall have no rights to make withdrawals therefrom. (b) Every other Business Day, Lockbox Bank shall transfer to an account with the Agent (the “Cash Collateral Account”) all funds available in the Lockbox Account; the funds transferred to the Cash Collateral Account shall be deemed to be Collateral and shall be held applied by Agent as set forth in trust by Borrower or Manager, as the case may be, for the benefit, and as the property, of Lender. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consentCash Management Agreement.

Deposits into Lockbox Account. Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager to, immediately deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual the Property received by Borrower or Manager into the Lockbox Account no later than one (1) Business Day after receipt; provided, however, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to into the Rollover Reserve Account; (ii) Borrower shall send a notice, substantially in the form of Exhibit A, to all Tenants tenants now or hereafter occupying space at each Individual the Property directing them to pay all Rents (including including, without limitation, all Lease Termination Payments) and all other sums due under the Lease to which they are a party directly into the Lockbox Account; (iii) other than the Accounts and BorrowerXxxxxxxx’s account referred to in Section 3.7(a)(i) hereofOperating Account, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties Property are deposited; and (iv) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties Property other than Borrower’s account referred to in Section 3.7(a)(i) hereofOperating Account. Until deposited into the Lockbox Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind from the Properties Property received by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of LenderLender and shall not be commingled with any other funds or Property of Borrower or Manager. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consent.

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager to, immediately deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager into the Lockbox Account no later than one (1) Business Day after receipt; provided, however, that all Lease Termination Payments Operations and forfeited Security Deposits shall be deposited directly in to into the Rollover Reserve Property Account; , (ii) Borrower shall send a notice, substantially in the form of Exhibit AW, to all Tenants tenants now or hereafter occupying space at each Individual Property directing them to pay all Rents (including including, without limitation, all Lease Termination Payments) and all other sums due under the Lease to which they are a party into the Property Account, (iii) Borrower shall deposit, or shall cause the Counterparty to deposit, all sums paid under the Interest Rate Cap Agreement directly into the Lockbox AccountAccount or, if the Lockbox Account is not then required to be in effect, into such account as specified by Lender; (iiiiv) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereofAccounts, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties are deposited; , and (ivv) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereofProperties. Until deposited into the Lockbox Property Account, any Gross Income from Operations, Operations from the Properties and forfeited Security Deposits and other revenue of any kind from the Properties received held by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of LenderLender and shall not be commingled with any other funds or property of Borrower. (b) Borrower, or Lender on behalf of Borrower, shall direct the Property Account Bank to transfer, on each Business Day, all funds on deposit in the Property Account to such account as shall be specified by Borrower in writing. Notwithstanding the foregoing, during a Cash Management Period, all funds in the Property Account shall be deposited into the Lockbox Account. (c) Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consent.

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager or Operating Lessee to, immediately deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager From Operations into the Lockbox applicable Property Account no later than one (1) Business Day after receipt; providedor Concentration Account, however, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Account; (ii) Borrower or Operating Lessee shall send a notice, substantially in the form of Exhibit AEXHIBIT Q, to all Tenants tenants now or hereafter occupying space at each Individual Property directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the Lease to which they are a party into the applicable Property Account or Concentration Account, (iii) Borrower, Operating Lessee or Manager shall instruct the Manager to deposit all Accounts Receivable for the Properties and all other sums collected by Manager pursuant to the Management Agreement into the applicable Property Account or the Concentration Account, (iv) Borrower, Operating Lessee or Manager shall deliver a notice substantially in the form of EXHIBIT R hereto to all credit card companies to pay all Accounts Receivable directly into the Lockbox applicable Property Account or the Concentration Account; , (iiiv) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereofAccounts, there shall be no other accounts maintained by Borrower Borrower, Operating Lessee or any other Person into which revenues from the ownership and operation of the Properties are deposited; and , (ivvi) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred Properties, (vii) on or before May 1st of each Fiscal Year, Borrower shall provide to Lender evidence reasonably satisfactory to Lender that Borrower has notified the Eligible Institution(s) maintaining the Concentration Account(s) of the revised calculation of the Monthly Pegged Amount and (viii) three (3) Business Days before each Payment Date, Borrower and/or Operating Lessee shall cause Manager to deposit, or cause to be deposited, all remaining funds on deposit in Section 3.7(a)(i) hereofthe Manager Account into the Concentration Account. Until deposited into the Lockbox applicable Property Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind Operations from the Properties received held by Borrower or Manager Operating Lessee shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of Lender. Lender and shall not be commingled with any other funds or property of Borrower warrants or Operating Lessee. (b) Borrower, Operating Lessee or Lender on behalf of Borrower or Operating Lessee, shall direct each Property Account Bank to transfer, on each Business Day, all funds on deposit in the applicable Property Account to the Concentration Account and covenants Borrower, Operating Lessee or Lender on behalf of Borrower or Operating Lessee, shall direct each Eligible Institution maintaining a Concentration Account to transfer, on each Business Day, all funds on deposit in the Concentration Account to (i) prior to the occurrence of an Event of Default, such account as shall be specified by Borrower and Operating Lessee in writing and (ii) following the occurrence and during the continuance of an Event of Default, (I) the Manager Account until sums equal to the Monthly Pegged Amount have been transferred to the Manager Account for the then current calendar month and (II) thereafter, the Lockbox Account. (c) Borrower and Operating Lessee warrant and covenant that it they shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 3.4.2 without Lender’s 's prior written consent.

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager to, deposit all Gross Income from Operations, all forfeited Security Deposits Operations and all any other revenue of any kind from each Individual Property received sums generated by Borrower or Manager the Properties into the Lockbox Property Account no later than within one (1) Business Day after of receipt; provided, however(ii) Borrower shall instruct the Manager to deposit all Gross Income from Operations and other sums generated by the Properties collected by Manager, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in if any, pursuant to the Rollover Reserve Account; Management Agreement into the Property Account within one (ii1) Business Day of receipt, (iii) Borrower shall send a notice, substantially in the form of Exhibit AB, to all Tenants tenants now or hereafter occupying space at each Individual Property directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the Lease to which they are a party into the Property Account, (iv) Borrower or Manager shall instruct the Franchisor to deposit any Accounts Receivable for the Properties collected for the benefit of Borrower and any other sums collected by Franchisor for the benefit of Borrower pursuant to the Franchise Agreement into the Property Account, (v) Borrower shall deposit, or shall cause the Counterparty to deposit, all Accounts Receivable for the Property into the Property Account within one (1) Business Day of receipt, (vi) Borrower shall send a notice, substantially in the form of Exhibit D, to all consumer credit/ charge card organizations or entities which sponsor or administer such cards (including the American Express Card, the Visa Card and the Mastercard) as are accepted for payment at the Property, directing them to pay all sums due to Borrower (or to Manager, as the case may be), directly to the Property Account, (vii) Borrower shall deposit or shall cause Counterparty to deposit all sums payable to Lender under the Interest Rate Cap Agreement directly into the Lockbox Account; (iiiviii) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereof, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties are directly deposited; , and (ivix) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereofProperties. Until deposited into the Lockbox Property Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind Operations from the Properties received held by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of Lender and shall not be commingled with any other funds or property of Borrower. (b) Borrower represents, warrants and covenants that, (i) Borrower will continue to deposit all Gross Income from Operations it receives into the Property Account, (ii) Borrower, or Lender on behalf of Borrower, shall instruct the Manager to continue to deposit all Gross Income from Operations and all other sums collected by Manager, if any, pursuant to the Management Agreement into the Property Account and (iii) Borrower shall have no right to withdraw any funds from the Property Account or Lockbox Account Bank, except as otherwise provided herein or with Lender. 's prior written consent, but bank fees, returned checks and credit cards chargebacks and commissions may be debited and paid from the Property Account. (c) Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s 's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager (if any) to, immediately deposit all Gross Income from Operations, all forfeited Security Required Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager into the Lockbox Account no later than one (1) Business Day after receipt; providedProperty Account, however, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Account; (ii) Borrower shall, or shall cause Manager (if any) to, send a notice, substantially in instructions to the form of Exhibit A, to all Tenants now or hereafter occupying space at each Individual Property directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the Lease to which they are a party directly Required Deposits into the Lockbox Property Account; , (iii) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereofAccounts, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties Required Deposits are deposited; , and (iv) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than Borrower’s account referred to in Section 3.7(a)(i) hereofRequired Deposits. Until deposited into the Lockbox Account, or otherwise disbursed as provided herein prior to the occurrence of a Triggering Event, any Gross Income from Operations, forfeited Security Required Deposits and other revenue of any kind from the Properties received by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, it for the benefit, and as the property, of Lender. Lender and shall not be commingled with any other funds or property of Borrower. (i) Prior to the occurrence of a Triggering Event, Lender shall direct the Property Account Bank to transfer, on or before the immediately succeeding Business Day after funds are received in the Property Account, funds sufficient to make all deposits required pursuant to Section 3.7(b)(iv) hereof to the Lockbox Account with any funds remaining in the Property Account Bank being transferred to Borrower in such manner as may be specified by Borrower. (ii) After the occurrence of a Triggering Event, Lender shall direct the Property Account Bank to transfer, on each Business Day, all funds on deposit in the Property Account to the Lockbox Account to the extent necessary to meet the amount required to be deposited and maintained in such Accounts (as specified in Section 3.1 of this Agreement) and sufficient to make all deposits required pursuant to Section 3.7(b)(i)-(vii) hereof to the Lockbox Account with any funds remaining in the Property Account Bank being transferred to Borrower in such manner as may be specified by Borrower. (iii) During any Lockbox Cash Flow Sweep Period, Lender shall direct the Property Account Bank to transfer, on each Business Day, all funds on deposit in the Property Account to the Lockbox Account to be held and disbursed in accordance with Section 3.7 hereof. (c) Borrower warrants and covenants that it that, unless otherwise expressly permitted in this Agreement, Borrower shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consent.

Deposits into Lockbox Account. (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager to, immediately deposit all Gross Income from Operations, all forfeited Security Deposits and all other revenue of any kind from each Individual Property received by Borrower or Manager Operations into the Lockbox applicable Property Account no later than one (1) Business Day after receipt; providedor Concentration Account, however, that all Lease Termination Payments and forfeited Security Deposits shall be deposited directly in to the Rollover Reserve Account; (ii) Borrower shall send a notice, substantially in the form of Exhibit AB, to all Tenants tenants under any Major Lease (other than the Operating Lease) only now or hereafter occupying space at each Individual Property directing them to pay all Rents (including all Lease Termination Payments) and all other sums due under the such Major Lease to which they are a party into the applicable Property Account or Concentration Account, (iii) Borrower or Manager shall instruct the Franchisor to deposit all Accounts Receivable for the Properties and any Gross Income from Operations collected by Franchisor pursuant to the Franchise Agreement into the applicable Property Account or the Concentration Account, (iv) Borrower or Manager shall deliver a notice substantially in the form of Exhibit D hereto to all credit card companies to pay all Accounts Receivable directly into the applicable Property Account or the Concentration Account, (v) during any Lockbox Period, Borrower shall deposit, or shall cause the Counterparty to deposit, all sums paid under the Interest Rate Cap Agreement directly into the Lockbox Account; (iiivi) other than the Accounts and Borrower’s account referred to in Section 3.7(a)(i) hereofAccounts, there shall be no other accounts (other than property level pxxxx cash or similar type accounts) maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties are deposited; and , (ivvii) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties other than BorrowerProperties, (viii) no funds shall be transferred to any Manager’s account referred Account pursuant to Section 3.2(b) hereof unless and until the Property Account Bank is advised of the proper Monthly Pegged Amount and (ix) during any Lockbox Period, three (3) Business Days before each Payment Date, Borrower shall cause Manager to deposit, or cause to be deposited, all remaining funds on deposit in Section 3.7(a)(i) hereof. Until deposited the Manager Account into the Lockbox Account, any Gross Income from Operations, forfeited Security Deposits and other revenue of any kind from the Properties received by Borrower or Manager shall be deemed to be Collateral and shall be held in trust by Borrower or Manager, as the case may be, for the benefit, and as the property, of Lender. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consent.Concentration