Common use of Establishment of Collection Accounts Clause in Contracts

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Closing Date and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be collaterally assigned to Mortgage Lender within such 30-day period. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will be deposited in the Collection Accounts. (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be the only accounts maintained by Operating Company in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement; and neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan Agreements. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

Establishment of Collection Accounts. (a) (i) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty established and is currently maintaining (30) days after the Closing Date and will maintain throughout the term of the Mortgage Loan) for the benefit of Mortgage Borrower, as lessor under the each Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be have been collaterally assigned to Collateral Agent (as such term is defined in the Mortgage Lender within such 30-day periodLoan Agreement (“Mortgage Loan Collateral Agent”)) (for the benefit of Mortgage Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will shall be deposited in the Collection AccountsAccounts (whether by Operating Company or by Manager). (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be and the Borrower Deposit Account are the only accounts maintained by Operating Company or Mortgage Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and neither and, other than the Borrower nor Deposit Account, none of Borrower, Senior Mezzanine Borrower and/or Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Operating Company, Mortgage Borrower, Borrower or Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan Agreements. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.this

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Closing Date Date) and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be collaterally assigned to Mortgage Lender within such 30-day period. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will be deposited in the Collection Accounts. (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be the only accounts maintained by Operating Company in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement; and neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan Agreements. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

Establishment of Collection Accounts. (a) (i) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty established and is currently maintaining (30) days after the Closing Date and will maintain throughout the term of the Mortgage Loan) for the benefit of Mortgage Borrower, as lessor under the each Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be have been collaterally assigned to Collateral Agent (as such term is defined in the Mortgage Lender within such 30-day periodLoan Agreement (“Mortgage Loan Collateral Agent”)) (for the benefit of Mortgage Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will shall be deposited in the Collection AccountsAccounts (whether by Operating Company or by Manager). (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be and the Borrower Deposit Account are the only accounts maintained by Operating Company or Mortgage Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and, other than the Borrower Deposit Account, and neither none of Borrower, Senior Mezzanine Borrower nor and/or Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Operating Company, Mortgage Borrower, Borrower or Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan AgreementsAgreement and this Agreement). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintainedmaintained and the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents. (e) Intentionally omitted. (f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower shall reserve or shall cause Senior Mezzanine Borrower or Mortgage Borrower to reserve each month (and, each month, to retain in the Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Mortgage Debt Service and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Mortgage Debt Service due on each such Payment Date and (ii) the Mezzanine Debt Service due on each such Payment Date (with the balance of any such amounts, if any, being disbursed to or as directed by Mortgage Borrower).

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Closing Date Date) and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be collaterally assigned to Mortgage Lender within such 30-day period. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will be deposited in the Collection Accounts. (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be the only accounts maintained by Operating Company in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement; and neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan Agreements. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Closing Date Date) and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be collaterally assigned to Mortgage Lender within such 30-day period. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will be deposited in the Collection Accounts. (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be the only accounts maintained by Operating Company in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement; and neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan Agreements. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to Borrower shall establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Closing Date Date) and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be collaterally assigned to Mortgage Lender within such 30-day period. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will be deposited in the Collection Accounts. (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be the only accounts maintained by Operating Company in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement; and neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan Agreements. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

Establishment of Collection Accounts. (a) (i) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty established and is currently maintaining (30) days after the Closing Date and will maintain throughout the term of the Mortgage Loan) for the benefit of Mortgage Borrower, as lessor under the each Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be have been collaterally assigned to Collateral Agent (as such term is defined in the Mortgage Lender within such 30-day periodLoan Agreement (“Mortgage Loan Collateral Agent”)) (for the benefit of Mortgage Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will shall be deposited in the Collection AccountsAccounts (whether by Operating Company or by Manager). (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be and the Borrower Deposit Account are the only accounts maintained by Operating Company or Mortgage Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and neither and, other than the Borrower nor Deposit Account, none of Borrower, Senior Mezzanine Borrower and/or Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Operating Company, Mortgage Borrower, Borrower or Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan AgreementsAgreement and this Agreement). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintainedmaintained and the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement , Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents. (e) Intentionally omitted. (f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower shall reserve or shall cause Senior Mezzanine Borrower or Mortgage Borrower to reserve each month (and, each month, to retain in the Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Mortgage Debt Service and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Mortgage Debt Service due on each such Payment Date and (ii) the Mezzanine Debt Service due on each such Payment Date (with the balance of any such amounts, if any, being disbursed to or as directed by Mortgage Borrower).

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Closing Date and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be collaterally assigned to Mortgage Lender within such 30-day period. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will be deposited in the Collection Accounts. (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be the only accounts maintained by Operating Company in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement; and neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan Agreements. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Closing Date has established and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be have been collaterally assigned to Mortgage Lender within such 30-day periodLender. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will shall be deposited in the Collection Accounts. (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be the only accounts maintained by Operating Company in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement; and neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan AgreementAgreement , this Agreement and the Senior Mezzanine Loan Agreements. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

Establishment of Collection Accounts. (ai) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty established and is currently maintaining (30) days after the Closing Date and will maintain throughout the term of the Loan) for the benefit of Mortgage Borrower, as lessor under the each Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be have been collaterally assigned to Mortgage Lender within such 30-day periodCollateral Agent (for the benefit of Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will shall be deposited in the Collection AccountsAccounts (whether by Operating Company or by Manager). (b) Operating Company shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Collection Accounts (and Operating Company shall be entitled to all such interest and income). The Collection Accounts have been assigned the federal tax identification numbers of each Operating Company which are as set forth in Schedule III attached hereto. Borrower shall cause Operating Company to provide Lender, at any time upon request of Lender, with Forms W-8 or W-9 to evidence that Operating Company and Manager are not subject to any back-up withholding under the Code. All costs and expenses of establishing and maintaining the Collection Accounts have been and shall continue to be at Borrower’s or Operating Company’s sole cost and expense. (c) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be and the Borrower Deposit Accounts are the only accounts maintained by Operating Company or Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and neither and, other than the Borrower nor Mortgage Deposit Accounts, Borrower maintains any no accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower Company or Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan this Agreement, this Agreement and the Senior Mezzanine Loan Agreements). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that shall, or shall cause Operating Company to, deliver irrevocable written instructions to each tenant under any Lease at any of the Properties, in form and substance reasonably acceptable to Lender, directing each such tenant to deliver all Rents payable thereunder directly to the Collection Account. Borrower shall, or shall cause Operating Company to, deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts or Revenues from any of the Properties, in form and substance reasonably acceptable to Lender, directing each such credit card company or credit card clearing bank to deliver all receipts payable with respect to any of the Properties directly to the Collection Accounts. (e) Borrower and its Affiliates shall deposit (and Borrower shall cause each Operating Company to deposit) all Revenue received by, paid or payable to or paid for the benefit of Borrower or Operating Company or in connection with any of the Properties (of whatever kind and nature), other than (x) each Gaming Operating Reserve and (y) amounts theretofore released from a Collection Account in accordance herewith, into the Collection Accounts within three (3) Business Days after receipt. Borrower shall diligently and continuously use all commercially reasonable efforts to cause (and shall cause each Operating Company to use all commercially reasonable efforts to cause) any other Person to deposit all Revenue received by, paid or payable to or paid for the benefit of Borrower or Operating Company or in connection with any of the Properties (of whatever kind and nature), other than (x) each Gaming Operating Reserve and (y) amounts theretofore released from a Collection Account in accordance herewith, into the Collection Accounts within three (3) Business Days after receipt. (f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower covenants to reserve each month (and, each month, to retain in the event that Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Debt Service due and payable under this Agreement and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (Debt Service due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained on each such Payment Date and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents Debt Service due on each such Payment Date (and shall otherwise comply with the provisions balance of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in any such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In additionamounts, if Borrower is required any, being disbursed to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement or as directed by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of LenderBorrower). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Closing Date and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be collaterally assigned to Mortgage Lender within such 30-day period. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will be deposited in the Collection Accounts. (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be the only accounts maintained by Operating Company in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement; and neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan Agreementsthis Agreement). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreementmaintained, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Closing Date has established and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be have been collaterally assigned to Mortgage Lender within such 30-day periodLender. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will shall be deposited in the Collection Accounts. (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be the only accounts maintained by Operating Company in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement; and neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan Agreementsthis Agreement). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreementmaintained, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Closing Date Date) and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be collaterally assigned to Mortgage Lender within such 30-day period. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will be deposited in the Collection Accounts. (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be the only accounts maintained by Operating Company in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement; and neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan AgreementAgreement , this Agreement and the Senior Mezzanine Loan Agreements. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Closing Date has established and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be have been collaterally assigned to Mortgage Lender within such 30-day periodLender. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will shall be deposited in the Collection Accounts. (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be the only accounts maintained by Operating Company in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement; and neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan Agreements. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to Borrower shall establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

Establishment of Collection Accounts. (a) (i) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty established and is currently maintaining (30) days after the Closing Date and will maintain throughout the term of the Mortgage Loan) for the benefit of Mortgage Borrower, as lessor under the each Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be have been collaterally assigned to Collateral Agent (as such term is defined in the Mortgage Lender within such 30-day periodLoan Agreement (“Mortgage Loan Collateral Agent”)) (for the benefit of Mortgage Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will shall be deposited in the Collection AccountsAccounts (whether by Operating Company or by Manager). (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be and the Borrower Deposit Account are the only accounts maintained by Operating Company or Mortgage Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and and, other than the Borrower Deposit Account, neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan Agreementsthis Agreement). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreementmaintained, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents. (e) Intentionally omitted. (f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower shall reserve (or shall cause Mortgage Borrower to reserve) each month (and, each month, to retain in the Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Mortgage Debt Service and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Mortgage Debt Service due on each such Payment Date and (ii) the Mezzanine Debt Service due on each such Payment Date (with the balance of any such amounts, if any, being disbursed to or as directed by Mortgage Borrower).

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Original Closing Date and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease have been collaterally assigned to Lender or will be collaterally assigned to Mortgage Lender within such 30-30 day period. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will shall be deposited in the Collection Accounts. (b) Operating Company shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Collection Accounts (and Operating Company shall be entitled to all such interest and income). The Collection Accounts shall be assigned the federal tax identification numbers of each Operating Company which are as set forth in Schedule III attached hereto. Borrower shall cause Operating Company to provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Operating Company is not subject to any back-up withholding under the Code. All costs and expenses for establishing and maintaining the Collection Accounts shall be at Borrower’s or Operating Company’s sole cost and expense. (c) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be are the only accounts maintained by Operating Company or Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and neither Borrower nor Mortgage Borrower maintains any no accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower Company or Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan this Agreement, this Agreement and the Senior Mezzanine Loan Agreements). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or shall, or shall cause Operating Company to, deliver irrevocable written instructions to maintain each tenant under any Lease at any of the Properties, in form and substance reasonably acceptable to Lender, directing each such tenant to deliver all Rents payable thereunder directly to the Collection Account. Borrower shall, or shall cause Operating Company to, deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts to any of the Collection Accounts, but (due in form and substance reasonably acceptable to repayment Lender, directing each such credit card company or credit card clearing bank to deliver all receipts payable with respect to any of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) Properties directly to the Collection Accounts are not being maintained Accounts. (e) Borrower and its Affiliates shall deposit (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, and Borrower shall establish or cause the each Operating Company to establish deposit) all Revenue received by, paid or cause the Operating Company payable to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts or paid for the benefit of LenderBorrower or Operating Company or in connection with any of the Properties (of whatever kind and nature), as if such provisions were incorporated herein other than (x) each Gaming Operating Reserve and (y) amounts theretofore released from a Collection Account in accordance herewith, into the Collection Accounts within three (3) Business Days after receipt. Borrower shall diligently and continuously use all commercially reasonable efforts to cause (and shall cause each Operating Company to use all commercially reasonable efforts to cause) any other Person to deposit all Revenue received by, paid or payable to or paid for the benefit of Lender). In addition, if Borrower is required to deposit amounts or Operating Company or in connection with Lender pursuant to Article VII hereof but (due to repayment any of the Mortgage LoanProperties (of whatever kind and nature), waiver of the requirement by Mortgage Lenderother than (x) each Gaming Operating Reserve and (y) amounts theretofore released from a Collection Account in accordance herewith, or otherwise) into the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents within three (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties3) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan DocumentsBusiness Days after receipt.

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Closing Date and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease have been collaterally assigned to Lender or will be collaterally assigned to Mortgage Lender within such 30-day period. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will be deposited in the Collection Accounts. (b) Operating Company shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Collection Accounts (and Operating Company shall be entitled to all such interest and income). The Collection Accounts shall be assigned the federal tax identification numbers of each Operating Company which are as set forth in Schedule III attached hereto. Borrower shall cause Operating Company to provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Operating Company is not subject to any back-up withholding under the Code. All costs and expenses for establishing and maintaining the Collection Accounts shall be at Borrower’s or Operating Company’s sole cost and expense. (c) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be the only accounts maintained by Operating Company or Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and neither Borrower nor Mortgage Borrower maintains any no accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower Company or Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan this Agreement, this Agreement and the Senior Mezzanine Loan Agreements). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may shall not (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or shall, or shall cause Operating Company to, deliver irrevocable written instructions to maintain each tenant under any Lease at any of the Properties, in form and substance reasonably acceptable to Lender, directing each such tenant to deliver all Rents payable thereunder directly to the Collection Account. Borrower shall, or shall cause Operating Company to, deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts to any of the Collection Accounts, but (due in form and substance reasonably acceptable to repayment Lender, directing each such credit card company or credit card clearing bank to deliver all receipts payable with respect to any of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) Properties directly to the Collection Accounts are not being maintained Accounts. (e) Borrower and its Affiliates shall deposit (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, and Borrower shall establish or cause the each Operating Company to establish deposit) all Revenue received by, paid or cause the Operating Company payable to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts or paid for the benefit of LenderBorrower or Operating Company or in connection with any of the Properties (of whatever kind and nature), as if such provisions were incorporated herein other than (x) each Gaming Operating Reserve and (y) amounts theretofore released from a Collection Account in accordance herewith, into the Collection Accounts within three (3) Business Days after receipt. Borrower shall diligently and continuously use all commercially reasonable efforts to cause (and shall cause each Operating Company to use all commercially reasonable efforts to cause) any other Person to deposit all Revenue received by, paid or payable to or paid for the benefit of Lender). In addition, if Borrower is required to deposit amounts or Operating Company or in connection with Lender pursuant to Article VII hereof but (due to repayment any of the Mortgage LoanProperties (of whatever kind and nature), waiver of the requirement by Mortgage Lenderother than (x) each Gaming Operating Reserve and (y) amounts theretofore released from a Collection Account in accordance herewith, or otherwise) into the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents within three (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties3) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan DocumentsBusiness Days after receipt.

Establishment of Collection Accounts. (a) In accordance with the provisions of the Operating Lease, (i) Operating Company will establish within thirty (30) days after the Closing Date has established and will maintain for the benefit of Mortgage Borrower, as lessor under the Operating Lease, the Collection Accounts with Collection Banks throughout the term of the Mortgage Loan and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease will be have been collaterally assigned to Mortgage Lender within such 30-day periodLender. All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, will shall be deposited in the Collection Accounts. (b) Borrower hereby represents and warrants as follows: when established, the Collection Accounts will be the only accounts maintained by Operating Company in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties (other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement; and neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into such Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Mortgage Borrower, Senior Mezzanine Borrower or Borrower from accepting and depositing in any Collection Accounts any capital contributions, or any disbursements from any Collection Accounts in accordance with the provisions of the Mortgage Loan Agreement, this Agreement and the Senior Mezzanine Loan Agreements. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company may (and Borrower shall not permit Mortgage Borrower, Senior Mezzanine Borrower, or Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts). (c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under Section 2.6.1(d) of the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.