Common use of Establishment of Account Clause in Contracts

Establishment of Account. Mezzanine Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement (Mezzanine), it has established with Cash Management Bank (Mezzanine), in the name of Mezzanine Borrower for the benefit of Mezzanine Lender, as secured party, one (1) segregated account (the “Mezzanine Account”), which has been established as a securities account. The Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement (Mezzanine), Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement (Mezzanine) shall not be amended or modified without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of Mezzanine Lender, as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp., as secured party, Mezzanine Account” (Account Number 724043. 1). Mezzanine Borrower confirms that it has established with Cash Management Bank (Mezzanine) a sub-account for the retention of Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 (the “Mezzanine Debt Service Reserve Account “or the “Sub-Account” and, together with the Mezzanine Account, the “Collateral Accounts (Mezzanine)”), which (i) may be a ledger or book entry sub-account and need not be an actual sub-account, (ii) shall be linked to the Mezzanine Account, (iii) shall be a “Securities Account” pursuant to Article 8 of the UCC, and (iv) shall be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.

Establishment of Account. Mezzanine Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement (Second Mezzanine), it has established with Cash Management Bank (Second Mezzanine), in the name of Mezzanine Borrower for the benefit of Mezzanine Lender, as secured party, one (1) segregated account (the “Mezzanine Account”SECOND MEZZANINE ACCOUNT), which has been established as a securities account. The Second Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement (Second Mezzanine), Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Second Mezzanine) to disregard any and all orders for withdrawal from the Second Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement (Second Mezzanine) shall not be amended or modified without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s 's security interest in the funds deposited into the Second Mezzanine Account, Mezzanine Borrower shall identify the Second Mezzanine Account with the name of Mezzanine Lender, as secured party. The Second Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess "CNL Resort Sub Senior Mezz, LP f/b/o Citigroup Global Markets Realty Corp.German American Capital Corporation, as secured party, Second Mezzanine Account” " (Account Number 724043. 11014253521). Mezzanine Borrower confirms that it has established with Cash Management Bank (Second Mezzanine) a sub-account for the retention of Account Collateral (Second Mezzanine) in respect of Debt Service (Second Mezzanine) on the Loan with the account number 724043.1 1014253521FS3 (the “Mezzanine Debt Service Reserve Account “or MEZZANINE DEBT SERVICE RESERVE ACCOUNT) (the “SubSUB-Account” ACCOUNT and, together with the Second Mezzanine Account, the “Collateral Accounts COLLATERAL ACCOUNTS (MezzanineSECOND MEZZANINE)”), which (i) may be a ledger or book entry sub-account and need not be an actual sub-account, (ii) shall be linked to the Second Mezzanine Account, (iii) shall be a “"Securities Account” " pursuant to Article 8 of the UCC, and (iv) shall be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.

Establishment of Account. Mezzanine Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement (Junior Mezzanine), it has established with Cash Management Bank (Junior Mezzanine), in the name of Mezzanine Borrower for the benefit of Mezzanine Lender, as secured party, one (1) segregated account (the “Junior Mezzanine Account”), which has been established as a securities account. The Junior Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement (Junior Mezzanine), Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Junior Mezzanine) to disregard any and all orders for withdrawal from the Junior Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement (Junior Mezzanine) shall not be amended or modified without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s 's security interest in the funds deposited into the Junior Mezzanine Account, Mezzanine Borrower shall identify the Junior Mezzanine Account with the name of Mezzanine Lender, as secured party. The Junior Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess "CNL Hotel Del Junior Mezz Partners, LP f/b/o Citigroup Global Markets Realty Corp.German American Capital Corporation, as secured party, Junior Mezzanine Account” " (Account Number 724043722528. 1). Mezzanine Borrower confirms that it has established with Cash Management Bank (Junior Mezzanine) a sub-account for the retention of Account Collateral (Junior Mezzanine) in respect of Debt Service (Junior Mezzanine) on the Loan with the account number 724043.1 722529.1 (the “Junior Mezzanine Debt Service Reserve Account “or Account) (the “Sub-Account” Account and, together with the Junior Mezzanine Account, the “Collateral Accounts (Junior Mezzanine)”), which (i) may be a ledger or book entry sub-account and need not be an actual sub-account, (ii) shall be linked to the Junior Mezzanine Account, (iii) shall be a “"Securities Account” " pursuant to Article 8 of the UCC, and (iv) shall be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.

Establishment of Account. Mezzanine Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement (Mezzanine), ) it has established with Cash Management Bank (Mezzanine), in the name of Mezzanine Borrower for the benefit of Mezzanine Lender, as secured party, one (1) segregated account (the “Mezzanine Account”), which has been established as a securities an interest-bearing deposit account. The Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement (Mezzanine), Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement (Mezzanine) shall not be amended or modified without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s security interest in the funds deposited into in the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of Mezzanine Lender, as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess Global Xxxxx Member, LLC and Global Xxxxx Limited Partner, LLC f/b/o Citigroup Global Markets Realty Corp.German American Capital Corporation, as secured party, Mezzanine Account” (Account Number 724043. 1644074908). Mezzanine Borrower confirms that it has established with Cash Management Bank (Mezzanine) the following sub-account of the Mezzanine Account (a Sub-Account, and together with the Mezzanine Account, the Collateral Accounts (Mezzanine)), which (a) may be a ledger or book entry sub-account and need not be an actual subaccount, (b) shall be linked to the Mezzanine Account, (c) shall be a “Deposit Account” pursuant to Article 9 of the UCC, and (d) shall be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement: a sub-account for the retention of Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 644074916 (the “Mezzanine Debt Service Reserve Account “or Account). All interest earned on the “Sub-Account” and, together with funds in the Mezzanine Account, the “Collateral Accounts (Mezzanine)”), which (i) may be a ledger or book entry sub-account and need not be an actual sub-account, (ii) shall be linked accrue for the benefit of Mezzanine Borrower, subject to the Mezzanine Account, (iii) shall be a “Securities Account” pursuant to Article 8 of the UCC, and (iv) shall be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreementpledge thereof under Section 3.1.2.

Establishment of Account. Mezzanine Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement (Mezzanine), it has established with Cash Management Bank (Junior Tier Mezzanine), in the name of Mezzanine Borrower for the benefit of Mezzanine Lender, as secured party, for Mezzanine Borrower, one (1) segregated account, the mezzanine account (the “Mezzanine Account”MEZZANINE ACCOUNT), which has been established as a securities account. The Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement (Junior Tier Mezzanine), Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Junior Tier Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement (Junior Tier Mezzanine) shall not be amended or modified without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s 's security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of Mezzanine Lender, as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess "BRE/PARK PLACE JUNIOR MEZZANINE L.L.C. f/b/o Citigroup Global Markets Realty Corp.German American Capital Corporation, as secured party, Junior Tier Mezzanine Account” " (Account Number 724043. 1181- 465- 6). Mezzanine Borrower confirms that it has established with Cash Management Bank (Junior Tier Mezzanine) a the following sub-account for accounts of the retention of Mezzanine Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 (the “Mezzanine Debt Service Reserve Account “or the “Subeach, a SUB-Account” ACCOUNT and, collectively, the SUB-ACCOUNTS and together with the Mezzanine Account, the “Collateral Accounts COLLATERAL ACCOUNTS (MezzanineJUNIOR TIER MEZZANINE)”), which (i) may be a ledger or book entry sub-account accounts and need not be an actual sub-accountaccounts, (ii) shall each be linked to the Mezzanine Account, (iii) shall each be a “"Securities Account” " pursuant to Article 8 of the UCC, UCC and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement: (a) a sub-account for the retention of Account Collateral (Junior Tier Mezzanine) in respect of Debt Service (Junior Tier Mezzanine) on the Loan with the account number 181- 466 - 4 (the MEZZANINE DEBT SERVICE RESERVE ACCOUNT).

Establishment of Account. Mezzanine Borrower hereby confirms acknowledges that, simultaneously with the execution of this Agreement, pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, it Mezzanine Borrower has established with Cash Management Bank (Fourth Mezzanine), in the name of “MPO Junior Holdings, LLC, Mezzanine Borrower for the benefit Account in favor of Mezzanine LenderBank of America, N.A., as secured party, one (1) segregated account Agent” (the “Mezzanine Account”), which has been established as a securities accountnon-interest bearing deposit account with interest-bearing sub-accounts. The Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Fourth Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Mezzanine Account Agreement (Mezzanine) shall not be amended or modified in all material respect without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of MPO Junior Holdings, LLC, Mezzanine LenderAccount in favor of Bank of America, N.A., as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp., as secured party, Mezzanine Account” (Account Number 724043. 1)Agent. Mezzanine Borrower confirms that it has established with Cash Management Bank (Fourth Mezzanine) a the following sub-account for accounts of the retention of Mezzanine Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 (the “Mezzanine Debt Service Reserve Account “or the each, a “Sub-Account” and, collectively, the “Sub-Accounts” and together with the Mezzanine Account, the “Collateral Accounts (Fourth Mezzanine)”), which (i) may be a ledger or book entry sub-account accounts and need not be an actual sub-accountaccounts, (ii) shall each be linked to the Mezzanine Account, (iii) shall each be a “Securities Accountdeposit account” pursuant to Article 8 (as such term is defined in Section 9-102(a)(29) of the UCC, ) and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.:

Establishment of Account. Mezzanine Borrower hereby confirms acknowledges that, simultaneously with the execution of this Agreement, pursuant to the Mezzanine Account Agreement (Mezzanine), it has established with Cash Management Bank (Fourth Mezzanine), in the name of “Giraffe Junior Holdings, LLC, Mezzanine Borrower for the benefit Account in favor of Mezzanine LenderBank of America, N.A., as secured party, one (1) segregated account Agent” (the “Mezzanine Account”), which has been established as a securities accountnon-interest bearing deposit account with interest-bearing sub-accounts. The Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Fourth Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Mezzanine Account Agreement (Mezzanine) shall not be amended or modified in all material respect without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of Giraffe Junior Holdings, LLC, Mezzanine LenderAccount in favor of Bank of America, N.A., as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp., as secured party, Mezzanine Account” (Account Number 724043. 1)Agent. Mezzanine Borrower confirms that it has established with Cash Management Bank (Fourth Mezzanine) a the following sub-account for accounts of the retention of Mezzanine Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 (the “Mezzanine Debt Service Reserve Account “or the each, a “Sub-Account” and, collectively, the “Sub-Accounts” and together with the Mezzanine Account, the “Collateral Accounts (Fourth Mezzanine)”), which (i) may be a ledger or book entry sub-account accounts and need not be an actual sub-accountaccounts, (ii) shall each be linked to the Mezzanine Account, (iii) shall each be a “Securities Accountdeposit account” pursuant to Article 8 (as such term is defined in Section 9-102(a)(29) of the UCC, ) and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.:

Establishment of Account. Mezzanine Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement (Third Mezzanine), it has established with Cash Management Bank (Third Mezzanine), in the name of Mezzanine Borrower for the benefit of Mezzanine Lender, as secured party, one (1) segregated account (the “Mezzanine Account”THIRD MEZZANINE ACCOUNT), which has been established as a securities account. The Third Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement (Third Mezzanine), Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Third Mezzanine) to disregard any and all orders for withdrawal from the Third Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement (Third Mezzanine) shall not be amended or modified without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s 's security interest in the funds deposited into the Third Mezzanine Account, Mezzanine Borrower shall identify the Third Mezzanine Account with the name of Mezzanine Lender, as secured party. The Third Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess "CNL Resort Intermediate Mezz, LP f/b/o Citigroup Global Markets Realty Corp.German American Capital Corporation, as secured party, Third Mezzanine Account” " (Account Number 724043. 11014253548). Mezzanine Borrower confirms that it has established with Cash Management Bank (Third Mezzanine) a sub-account for the retention of Account Collateral (Third Mezzanine) in respect of Debt Service (Third Mezzanine) on the Loan with the account number 724043.1 1014253548FS4 (the “Mezzanine Debt Service Reserve Account “or MEZZANINE DEBT SERVICE RESERVE ACCOUNT) (the “SubSUB-Account” ACCOUNT and, together with the Third Mezzanine Account, the “Collateral Accounts COLLATERAL ACCOUNTS (MezzanineTHIRD MEZZANINE)”), which (i) may be a ledger or book entry sub-account and need not be an actual sub-account, (ii) shall be linked to the Third Mezzanine Account, (iii) shall be a “"Securities Account” " pursuant to Article 8 of the UCC, and (iv) shall be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.

Establishment of Account. Mezzanine Borrower hereby confirms acknowledges that, simultaneously with the execution of this Agreement, pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, it Mezzanine Borrower has established with Cash Management Bank (First Mezzanine), in the name of “Giraffe Intermediate, LLC, Mezzanine Borrower for the benefit Account in favor of Mezzanine LenderBank of America, N.A., as secured party, one (1) segregated account Agent” (the “Mezzanine Account”), which has been established as a securities accountnon-interest bearing deposit account with interest-bearing sub-accounts. The Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (First Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Mezzanine Account Agreement (Mezzanine) shall not be amended or modified in all material respect without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of Giraffe Intermediate, LLC, Mezzanine LenderAccount in favor of Bank of America, N.A., as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp., as secured party, Mezzanine Account” (Account Number 724043. 1)Agent. Mezzanine Borrower confirms that it has established with Cash Management Bank (First Mezzanine) a the following sub-account for accounts of the retention of Mezzanine Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 (the “Mezzanine Debt Service Reserve Account “or the each, a “Sub-Account” and, collectively, the “Sub-Accounts” and together with the Mezzanine Account, the “Collateral Accounts (First Mezzanine)”), which (i) may be a ledger or book entry sub-account accounts and need not be an actual sub-accountaccounts, (ii) shall each be linked to the Mezzanine Account, (iii) shall each be a “Securities Accountdeposit account” pursuant to Article 8 (as such term is defined in Section 9-102(a)(29) of the UCC, ) and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.:

Establishment of Account. Mezzanine Borrower hereby confirms that, simultaneously with prior to the execution of this Agreementfirst Advance, pursuant to the Account Agreement (Mezzanine)Agreement, it has established with Cash Management Bank (Mezzanine)Bank, in the name of Mezzanine Borrower for the benefit of Mezzanine Lender, as secured party, for Mezzanine Borrower, one (1) segregated account, the mezzanine account (the “Mezzanine Account”MEZZANINE ACCOUNT), which has been established as a securities account. The Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement (Mezzanine)Agreement, Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement (Mezzanine) shall not be amended or modified without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of Mezzanine Lender, as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp.CS FINANCING CORPORATION, as secured party, Mezzanine Account” (Account Number 724043. 1)”. Mezzanine Borrower confirms that it has established with Cash Management Bank (Mezzanine) a the following sub-account for accounts of the retention of Mezzanine Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 (the “Mezzanine Debt Service Reserve Account “or the “Subeach, a SUB-Account” ACCOUNT and, collectively, the SUB-ACCOUNTS and together with the Mezzanine Account, the “Collateral Accounts (Mezzanine)”COLLATERAL ACCOUNTS), which (i) may be a ledger or book entry sub-account accounts and need not be an actual sub-accountaccounts, (ii) shall each be linked to the Mezzanine Account, (iii) shall each be a “Securities Account” pursuant to Article 8 of the UCC, UCC and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement (a) a sub-account for the retention of Account Collateral in respect of Debt Service on the Loan in a form acceptable to Mezzanine Lender, in its sole discretion (the MEZZANINE DEBT SERVICE RESERVE ACCOUNT).

Establishment of Account. Mezzanine Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement (Fourth Mezzanine), it has established with Cash Management Bank (Fourth Mezzanine), in the name of Mezzanine Borrower for the benefit of Mezzanine Lender, as secured party, one (1) segregated account (the “Mezzanine Account”FOURTH MEZZANINE ACCOUNT), which has been established as a securities account. The Fourth Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement (Fourth Mezzanine), Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Fourth Mezzanine) to disregard any and all orders for withdrawal from the Fourth Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement (Fourth Mezzanine) shall not be amended or modified without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s 's security interest in the funds deposited into the Fourth Mezzanine Account, Mezzanine Borrower shall identify the Fourth Mezzanine Account with the name of Mezzanine Lender, as secured party. The Fourth Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess "CNL Resort Sub Intermediate Mezz, LP f/b/o Citigroup Global Markets Realty Corp.German American Capital Corporation, as secured party, Fourth Mezzanine Account” " (Account Number 724043. 11014253556). Mezzanine Borrower confirms that it has established with Cash Management Bank (Fourth Mezzanine) a sub-account for the retention of Account Collateral (Fourth Mezzanine) in respect of Debt Service (Fourth Mezzanine) on the Loan with the account number 724043.1 1014253556FS5 (the “Mezzanine Debt Service Reserve Account “or MEZZANINE DEBT SERVICE RESERVE ACCOUNT) (the “Sub-Account” Account and, together with the Fourth Mezzanine Account, the “Collateral Accounts COLLATERAL ACCOUNTS (MezzanineFOURTH MEZZANINE)”), which (i) may be a ledger or book entry sub-account and need not be an actual sub-account, (ii) shall be linked to the Fourth Mezzanine Account, (iii) shall be a “"Securities Account” " pursuant to Article 8 of the UCC, and (iv) shall be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.

Establishment of Account. Mezzanine Borrower hereby confirms acknowledges that, simultaneously with the execution of this Agreement, pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, it Mezzanine Borrower has established with Cash Management Bank (Second Mezzanine), in the name of “Giraffe Intermediate Holdings, LLC, Mezzanine Borrower for the benefit Account in favor of Mezzanine LenderBank of America, N.A., as secured party, one (1) segregated account Agent” (the “Mezzanine Account”), which has been established as a securities accountnon-interest bearing deposit account with interest-bearing sub-accounts. The Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Second Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Mezzanine Account Agreement (Mezzanine) shall not be amended or modified in all material respect without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of Giraffe Intermediate Holdings, LLC, Mezzanine LenderAccount in favor of Bank of America, N.A., as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp., as secured party, Mezzanine Account” (Account Number 724043. 1)Agent. Mezzanine Borrower confirms that it has established with Cash Management Bank (Second Mezzanine) a the following sub-account for accounts of the retention of Mezzanine Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 (the “Mezzanine Debt Service Reserve Account “or the each, a “Sub-Account” and, collectively, the “Sub-Accounts” and together with the Mezzanine Account, the “Collateral Accounts (Second Mezzanine)”), which (i) may be a ledger or book entry sub-account accounts and need not be an actual sub-accountaccounts, (ii) shall each be linked to the Mezzanine Account, (iii) shall each be a “Securities Accountdeposit account” pursuant to Article 8 (as such term is defined in Section 9-102(a)(29) of the UCC, ) and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.:

Establishment of Account. Mezzanine Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement (Mezzanine), it has established with Cash Management Bank (Mezzanine), in the name of Mezzanine Borrower for the benefit of Mezzanine Lender, as secured party, for Mezzanine Borrower, one (1) segregated account, the mezzanine account (the “Mezzanine Account”MEZZANINE ACCOUNT), which has been established as a securities account. The Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement (Mezzanine), Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement (Mezzanine) shall not be amended or modified without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s 's security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of Mezzanine Lender, as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess "BRE/PARK PLACE MEZZANINE L.L.C. f/b/o Citigroup Global Markets Realty Corp.German American Capital Corporation, as secured party, Mezzanine Account” " (Account Number 724043. 1). 181-687-5) Mezzanine Borrower confirms that it has established with Cash Management Bank (Mezzanine) the following sub- accounts of the Mezzanine Account (each, a SUB-ACCOUNT and, collectively, the SUB-ACCOUNTS and together with the Mezzanine Account, the COLLATERAL ACCOUNTS (MEZZANINE)), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Mezzanine Account, (iii) shall each be a "Securities Account" pursuant to Article 8 of the UCC and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement: (a) a sub-account for the retention of Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 181-517-4 (the “Mezzanine Debt Service Reserve Account “or the “Sub-Account” and, together with the Mezzanine Account, the “Collateral Accounts (MezzanineMEZZANINE DEBT SERVICE RESERVE ACCOUNT)”), which (i) may be a ledger or book entry sub-account and need not be an actual sub-account, (ii) shall be linked to the Mezzanine Account, (iii) shall be a “Securities Account” pursuant to Article 8 of the UCC, and (iv) shall be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.

Establishment of Account. Mezzanine Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement (First Mezzanine), it has established with Cash Management Bank (First Mezzanine), in the name of Mezzanine Borrower for the benefit of Mezzanine Lender, as secured party, one (1) segregated account (the “Mezzanine Account”FIRST MEZZANINE ACCOUNT), which has been established as a securities account. The First Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement (First Mezzanine), Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (First Mezzanine) to disregard any and all orders for withdrawal from the First Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement (First Mezzanine) shall not be amended or modified without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s 's security interest in the funds deposited into the First Mezzanine Account, Mezzanine Borrower shall identify the First Mezzanine Account with the name of Mezzanine Lender, as secured party. The First Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess "CNL Resort Senior Mezz, LP f/b/o Citigroup Global Markets Realty Corp.German American Capital Corporation, as secured party, First Mezzanine Account” " (Account Number 724043. 11014253513). Mezzanine Borrower confirms that it has established with Cash Management Bank (First Mezzanine) a sub-account for the retention of Account Collateral (First Mezzanine) in respect of Debt Service (First Mezzanine) on the Loan with the account number 724043.1 1014253513FS2 (the “Mezzanine Debt Service Reserve Account “or MEZZANINE DEBT SERVICE RESERVE ACCOUNT) (the “SubSUB-Account” ACCOUNT and, together with the First Mezzanine Account, the “Collateral Accounts COLLATERAL ACCOUNTS (MezzanineFIRST MEZZANINE)”), which (i) may be a ledger or book entry sub-account and need not be an actual sub-account, (ii) shall be linked to the First Mezzanine Account, (iii) shall be a “"Securities Account” " pursuant to Article 8 of the UCC, and (iv) shall be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.

Establishment of Account. Mezzanine Borrower hereby confirms acknowledges that, simultaneously with the execution of this Agreement, pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, it Mezzanine Borrower has established with Cash Management Bank (Second Mezzanine), in the name of “MPO Intermediate Holdings, LLC, Mezzanine Borrower for the benefit Account in favor of Mezzanine LenderBank of America, N.A., as secured party, one (1) segregated account Agent” (the “Mezzanine Account”), which has been established as a securities accountnon-interest bearing deposit account with interest-bearing sub-accounts. The Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Second Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Mezzanine Account Agreement (Mezzanine) shall not be amended or modified in all material respect without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of MPO Intermediate Holdings, LLC, Mezzanine LenderAccount in favor of Bank of America, N.A., as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp., as secured party, Mezzanine Account” (Account Number 724043. 1)Agent. Mezzanine Borrower confirms that it has established with Cash Management Bank (Second Mezzanine) a the following sub-account for accounts of the retention of Mezzanine Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 (the “Mezzanine Debt Service Reserve Account “or the each, a “Sub-Account” and, collectively, the “Sub-Accounts” and together with the Mezzanine Account, the “Collateral Accounts (Second Mezzanine)”), which (i) may be a ledger or book entry sub-account accounts and need not be an actual sub-accountaccounts, (ii) shall each be linked to the Mezzanine Account, (iii) shall each be a “Securities Accountdeposit account” pursuant to Article 8 (as such term is defined in Section 9-102(a)(29) of the UCC, ) and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.:

Establishment of Account. Mezzanine Borrower hereby confirms acknowledges that, simultaneously with the execution of this Agreement, pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, it Mezzanine Borrower has established with Cash Management Bank (First Mezzanine), in the name of “MPO Intermediate, LLC, Mezzanine Borrower for the benefit Account in favor of Mezzanine LenderBank of America, N.A., as secured party, one (1) segregated account Agent” (the “Mezzanine Account”), which has been established as a securities accountnon-interest bearing deposit account with interest-bearing sub-accounts. The Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (First Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Mezzanine Account Agreement (Mezzanine) shall not be amended or modified in all material respect without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of MPO Intermediate, LLC, Mezzanine LenderAccount in favor of Bank of America, N.A., as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp., as secured party, Mezzanine Account” (Account Number 724043. 1)Agent. Mezzanine Borrower confirms that it has established with Cash Management Bank (First Mezzanine) a the following sub-account for accounts of the retention of Mezzanine Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 (the “Mezzanine Debt Service Reserve Account “or the each, a “Sub-Account” and, collectively, the “Sub-Accounts” and together with the Mezzanine Account, the “Collateral Accounts (First Mezzanine)”), which (i) may be a ledger or book entry sub-account accounts and need not be an actual sub-accountaccounts, (ii) shall each be linked to the Mezzanine Account, (iii) shall each be a “Securities Accountdeposit account” pursuant to Article 8 (as such term is defined in Section 9-102(a)(29) of the UCC, ) and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.:

Establishment of Account. Mezzanine Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement (Senior Mezzanine), it has established with Cash Management Bank (Senior Mezzanine), in the name of Mezzanine Borrower for the benefit of Mezzanine Lender, as secured party, one (1) segregated account (the “Senior Mezzanine Account”), which has been established as a securities account. The Senior Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement (Senior Mezzanine), Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Senior Mezzanine) to disregard any and all orders for withdrawal from the Senior Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement (Senior Mezzanine) shall not be amended or modified without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of Mezzanine Lender, as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp., as secured party, Mezzanine Account” (Account Number 724043.In 1). Mezzanine Borrower confirms that it has established with Cash Management Bank (Senior Mezzanine) a sub-account for the retention of Account Collateral (Senior Mezzanine) in respect of Debt Service (Senior Mezzanine) on the Loan with the account number 724043.1 722385.1-1 (the “Mezzanine Debt Service Reserve Account “or Account) (the “Sub-Account” Account and, together with the Senior Mezzanine Account, the “Collateral Accounts (Senior Mezzanine)”), which (i) may be a ledger or book entry sub-account and need not be an actual sub-account, (ii) shall be linked to the Senior Mezzanine Account, (iii) shall be a “"Securities Account” " pursuant to Article 8 of the UCC, and (iv) shall be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.

Establishment of Account. Mezzanine Borrower hereby confirms acknowledges that, simultaneously with the execution of this Agreement, pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, it has established with Cash Management Bank (Third Mezzanine), in the name of “MPO Junior, LLC, Mezzanine Borrower for the benefit Account in favor of Mezzanine LenderBank of America, N.A., as secured party, one (1) segregated account Agent” (the “Mezzanine Account”), which has been established as a securities accountnon-interest bearing deposit account with interest-bearing sub-accounts. The Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Third Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Mezzanine Account Agreement (Mezzanine) shall not be amended or modified in all material respect without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of MPO Junior, LLC, Mezzanine LenderAccount in favor of Bank of America, N.A., as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp., as secured party, Mezzanine Account” (Account Number 724043. 1)Agent. Mezzanine Borrower confirms that it has established with Cash Management Bank (Third Mezzanine) a the following sub-account for accounts of the retention of Mezzanine Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 (the “Mezzanine Debt Service Reserve Account “or the each, a “Sub-Account” and, collectively, the “Sub-Accounts” and together with the Mezzanine Account, the “Collateral Accounts (Third Mezzanine)”), which (i) may be a ledger or book entry sub-account accounts and need not be an actual sub-accountaccounts, (ii) shall each be linked to the Mezzanine Account, (iii) shall each be a “Securities Accountdeposit account” pursuant to Article 8 (as such term is defined in Section 9-102(a)(29) of the UCC, ) and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement: A sub-account for the retention of Account Collateral (Third Mezzanine) in respect of Debt Service (Third Mezzanine) on the Loan with the account number 1235465992 (the “Mezzanine Debt Service Reserve Account”).

Establishment of Account. Mezzanine Borrower hereby confirms thatOn the Issue Date, simultaneously with the execution of this Agreement, pursuant to the Securities ------------------------ Intermediary shall establish Account Agreement (Mezzanine), it has established with Cash Management Bank (Mezzanine), No. 015879 in the name of Mezzanine Borrower "The Bank of New York, as trustee for the benefit holders of Mezzanine Lenderthe 9-3/4% Senior Discount Notes due 2007 issued by Fox/Liberty Networks, as secured partyLLC and FLN Finance, one Inc." at its office located at 000 Xxxxxxx, New York, New York (1) segregated such account (and any successor account, the “Mezzanine "Account”"), which has been established as a securities account. The Mezzanine Account is an account to which financial assets are or may be credited, and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement (Mezzanine)Securities Intermediary shall, Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement (Mezzanine) shall not be amended or modified without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of Mezzanine Lender, as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp., as secured party, Mezzanine Account” (Account Number 724043. 1). Mezzanine Borrower confirms that it has established with Cash Management Bank (Mezzanine) a sub-account for the retention of Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 (the “Mezzanine Debt Service Reserve Account “or the “Sub-Account” and, together with the Mezzanine Account, the “Collateral Accounts (Mezzanine)”), which (i) may be a ledger or book entry sub-account and need not be an actual sub-account, (ii) shall be linked to the Mezzanine Account, (iii) shall be a “Securities Account” pursuant to Article 8 of the UCC, and (iv) shall be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant subject to the terms of this Agreement, treat the Trustee as entitled to exercise the rights that comprise any financial asset credited to the account. All securities or other property underlying any financial assets credited to the Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Account be registered in the name of the Company or FLN Finance, payable to the order of the Company or FLN Finance or specially indorsed to the Company or FLN Finance except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank or upon release of the security interest and pledge thereon in favor of the Trustee created hereby. All funds accepted by the Securities Intermediary pursuant to this Agreement shall be held in accordance with this Agreement for the sole and exclusive benefit of the Trustee as pledgee hereunder on behalf of the holders of the Notes, until disbursed or paid in accordance with the terms hereof, or until the security interest and pledge in favor of the Trustee in such property created hereby is released in accordance with the terms hereof. All such funds shall be held in the Account until disbursed or paid in accordance with the terms hereof. Pending disbursement in accordance with Section 4 or Section 2(b)(iii) hereof, the Account, the funds held therein and any Marketable Securities held by the Securities Intermediary shall be under the sole dominion and control of the Securities Intermediary for the sole and exclusive benefit of the Trustee on behalf of the holders of the Notes. On the Issue Date, the Company shall deliver the Initial Deposit Amount to the Securities Intermediary for deposit into the Account against the Securities Intermediary's written acknowledgment and receipt of the Initial Deposit Amount.

Establishment of Account. Mezzanine Borrower hereby confirms acknowledges that, simultaneously with the execution of this Agreement, pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, it has established with Cash Management Bank (Third Mezzanine), in the name of “Giraffe Junior, LLC, Mezzanine Borrower for the benefit Account in favor of Mezzanine LenderBank of America, N.A., as secured party, one (1) segregated account Agent” (the “Mezzanine Account”), which has been established as a securities accountnon-interest bearing deposit account with interest-bearing sub-accounts. The Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Mezzanine Account Agreement (Mezzanine)Agreement, Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Third Mezzanine) to disregard any and all orders for withdrawal from the Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Mezzanine Account Agreement (Mezzanine) shall not be amended or modified in all material respect without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s security interest in the funds deposited into the Mezzanine Account, Mezzanine Borrower shall identify the Mezzanine Account with the name of Giraffe Junior, LLC, Mezzanine LenderAccount in favor of Bank of America, N.A., as secured party. The Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp., as secured party, Mezzanine Account” (Account Number 724043. 1)Agent. Mezzanine Borrower confirms that it has established with Cash Management Bank (Third Mezzanine) a the following sub-account for accounts of the retention of Mezzanine Account Collateral (Mezzanine) in respect of Debt Service (Mezzanine) on the Loan with the account number 724043.1 (the “Mezzanine Debt Service Reserve Account “or the each, a “Sub-Account” and, collectively, the “Sub-Accounts” and together with the Mezzanine Account, the “Collateral Accounts (Third Mezzanine)”), which (i) may be a ledger or book entry sub-account accounts and need not be an actual sub-accountaccounts, (ii) shall each be linked to the Mezzanine Account, (iii) shall each be a “Securities Accountdeposit account” pursuant to Article 8 (as such term is defined in Section 9-102(a)(29) of the UCC, ) and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement: A sub-account for the retention of Account Collateral (Third Mezzanine) in respect of Debt Service (Third Mezzanine) on the Loan with the account number 1235465954 (the “Mezzanine Debt Service Reserve Account”).

Establishment of Account. Mezzanine Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement (Intermediate Mezzanine), it has established with Cash Management Bank (Intermediate Mezzanine), in the name of Mezzanine Borrower for the benefit of Mezzanine Lender, as secured party, one (1) segregated account (the “Intermediate Mezzanine Account”), which has been established as a securities account. The Intermediate Mezzanine Account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement (Intermediate Mezzanine), Mezzanine Borrower shall irrevocably instruct and authorize Cash Management Bank (Intermediate Mezzanine) to disregard any and all orders for withdrawal from the Intermediate Mezzanine Account made by, or at the direction of, Mezzanine Borrower. Mezzanine Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement (Intermediate Mezzanine) shall not be amended or modified without the prior written consent of Mezzanine Lender (which consent Mezzanine Lender may grant or withhold in its sole discretion). In recognition of Mezzanine Lender’s 's security interest in the funds deposited into the Intermediate Mezzanine Account, Mezzanine Borrower shall identify the Intermediate Mezzanine Account with the name of Mezzanine Lender, as secured party. The Intermediate Mezzanine Account shall be named as follows: “Fairmont Scottsdale Princess "CNL Hotel Del Intermediate Mezz Partners, LP f/b/o Citigroup Global Markets Realty Corp.German American Capital Corporation, as secured party, Intermediate Mezzanine Account” " (Account Number 724043722386. 1). Mezzanine Borrower confirms that it has established with Cash Management Bank (Intermediate Mezzanine) a sub-account for the retention of Account Collateral (Intermediate Mezzanine) in respect of Debt Service (Intermediate Mezzanine) on the Loan with the account number 724043.1 722386.1-1 (the “Intermediate Mezzanine Debt Service Reserve Account “or Account) (the “Sub-Account” Account and, together with the Intermediate Mezzanine Account, the “Collateral Accounts (Intermediate Mezzanine)”), which (i) may be a ledger or book entry sub-account and need not be an actual sub-account, (ii) shall be linked to the Intermediate Mezzanine Account, (iii) shall be a “"Securities Account” " pursuant to Article 8 of the UCC, and (iv) shall be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement.