Common use of Lock Box Account Clause in Contracts

Lock Box Account. (a) Borrower shall direct all customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of the Closing Date, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. (c) Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Account shall be transferred by Bank to the Operating Account. During the continuance of an Event of Default, Bank may apply all or any part of the amounts in the Cash Collateral Account to the Obligations as Bank may determine in its sole discretion.

Lock Box Account. (a) Borrower shall direct all customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of the Closing Date, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source customers shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. (c) Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Account shall be transferred by Bank to the Operating Account. During the continuance of an Event of Default, Bank may apply all or any part of the amounts in the Cash Collateral Account to the Obligations as Bank may determine in its sole discretion.

Lock Box Account. Domestic Borrowers shall establish a lock box account in Kanbay Inc.'s name with Bank by simultaneously herewith executing the Bank's Lockbox Service Subscriber Agreement (athe "lock box agreement") Borrower shall direct to which Domestic Borrowers will cause to be deposited all remittances in the identical form in which such payment was made, whether by cash, check or otherwise. Domestic Borrowers will notify all customers to mail remit all payments directly to said lock box account as provided in said lock box agreement. When any Event of Default occurs and continues, Domestic Borrowers agree that all payments made to such lock box or deliver all checks otherwise received by Bank, whether on the Accounts or as proceeds of other forms Collateral or otherwise, at Bank's sole discretion, will be the sole and exclusive property of payment for amounts owing to Borrower to a post office box designated by Bank (the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As applied on account of the Closing DateObligations and, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with if Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed so elects to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make apply said payments to the post office box or LockboxObligations, and immediately deliver such after allowing one (1) business day for collection, Bank may credit (conditional upon final collection) all payments to Bank in their original form as received from the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer lock box to the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive of Borrowers; and unrestricted access. Bank shall have all right, title after and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. (c) Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Account shall be transferred by Bank to the Operating Account. During during the continuance of an any Event of Default, Bank may apply all Borrowers and any Affiliates, subsidiaries, shareholders, directors, officers, employees, agent or other Persons acting for or in concert with Borrowers shall, acting as Trustee for Bank, receive, as the sole and exclusive property of Bank, any monies, checks, notes, drafts or any part other payments relating to and/or proceeds of Accounts or other Collateral that come into their possession or under their control and immediately upon receipt thereof, Borrowers shall remit the same or cause the same to be remitted to Bank. Borrowers agree to pay to Bank any and all customary fees, costs and expenses that Bank incurs in connection with opening, operating and maintaining the lock box and depositing for collection by Bank any check or item of payment received and/or delivered to the Bank on account of the amounts Obligations and Borrowers further agree to reimburse Bank for any claims asserted by any party in connection with the Cash Collateral Account to lock box or any returned or uncollected checks received by Bank as proceeds of the Obligations as Bank may determine in its sole discretionCollateral.

Lock Box Account. (a) Borrower shall direct all customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (Upon the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of the Closing Date, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. (c) Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Account shall be transferred by Bank to the Operating Account. During the continuance occurrence of an Event of Default, provided a lock box procedure has not otherwise been instituted under any other provision of the Loan Documents, Lender shall have the right, upon written notice to Borrower to require that, from and after the next succeeding date of payment of an installment of principal and interest under the Note, all Rents with respect to the Property, at Lxxxxx’s discretion, be paid directly to the property manager for the Property (the “Manager”) and deposited daily by the Manager in the name designated by Lxxxxx directly to a designated lock-box account (the “Lock-Box Account”), opened by Lender at a bank (the “Lock-Box Bank”), which account shall be within the exclusive control of Lender. (b) Upon receipt of notice from Lender as set forth in Subsection (a) above, Borrower shall enter into and shall cause Manager to enter into a lock-box agreement with Lender in a form reasonably satisfactory to Lender, which form shall substantially reflect the provisions of this Section (provided, however, that Borrower’s obligations under this Section 4.4 (including Borrower’s obligation to cause Manager to deposit Rents in the Lock-Box Account in accordance with Section 4.4(a) above) shall not be dependent upon the execution of any such lock-box agreement). If, in Lender’s judgment, the Manager’s performance in collecting Rents shall decline, Borrower shall irrevocably instruct and otherwise cause each party paying such Rents (including each tenant under any Lease) to make all payments (A) if by wire transfer, to the Lock Box Account, and (B) if by check, money order or similar manner of payment, by mail to a designated lock box (the “Lock Box”) within the exclusive control of Lender Amounts deposited into the Lock-Box shall be collected and deposited daily by the Lock-Box Bank may apply into the Lock-Box Account. Bxxxxxxx agrees that if any Rents required to be deposited in the Lock Box Account shall be received by it or any affiliate or any manager of all or any part portion of the amounts Property, Borrower shall deposit or cause such Rents to be deposited in the Cash Collateral Lock Box Account within one (1) Business Day of the receipt of such Rents by Borrower, any affiliate or any manager. (c) Amounts on deposit in the Lock-Box Account on any date of payment of an installment of principal and interest under the Note shall be applied in the following order of priority: (i) to pay any Taxes, Other Charges or Insurance Premiums then due and payable; (ii) to pay the Lock-Box Bank’s fees; (iii) to pay interest and principal due on such date with respect to the Obligations as Bank may determine Note; (iv) to replenish all reserves and escrow funds required to be paid by Borrower to Lender under the Note, this Security Instrument and the other Loan Documents; and (v) to pay normal and customary operating expenses of the Property which have been approved by Lender. (d) In the event that Lender shall have the right to institute lock box procedures pursuant to any other provision of the Loan Documents, the terms and provisions of such provision shall supersede the provisions of this Section 4.4. (e) In the event that lockbox procedures shall be instituted pursuant to the provisions of this Section 4.4 and thereafter Lender shall accept the cure of such Event of Default in its sole discretionwriting or waive such Event of Default, such lockbox procedures shall be discontinued subject to Lender’s right to reinstitute the same upon the occurrence of any future Event of Default.

Lock Box Account. Borrower shall open and maintain with Bank an account (athe “Lock Box Account”) into which all funds, cash or otherwise, received by Borrower on account of Media Accounts shall immediately be deposited. Borrower shall direct all customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower in respect of Media Accounts to a post office box designated by Bank (the “Lockbox”)Bank, over which Bank shall have exclusive and unrestricted access. As of the Closing Date, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the LockboxLock Box Account. Borrower shall direct all customers or other persons owing money to Borrower in respect of Media Accounts who make payments by electronic transfer of funds to wire such funds directly to the Lock Box Account. Borrower shall hold in trust for Bank all amounts that Borrower receives in respect of Media Accounts despite the directions direction to make payments payment to the post office box or LockboxLock Box Account, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements endorsement for processing through deposit into the LockboxLock Box Account. Borrower irrevocably authorizes Bank to transfer to the Lockbox Lock Box Account any funds received in respect of Media Accounts that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, cash or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Lock Box Account and their proceeds. Neither Borrower nor any Person person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Lock Box Account, each of which shall be under the sole control of Bank. Borrower On a daily basis, Bank shall direct apply all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. (c) Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Account shall be transferred by Bank to the Operating Account. During the continuance of an Event of Default, Bank may apply all or any part of the amounts in the Cash Collateral Lock Box Account to the Obligations as Bank may determine in its sole discretionoutstanding balance of Obligations, and shall transfer any remaining balance to Borrower’s operating account with Bank.

Lock Box Account. (a) Borrower As soon as practicable, the Agent and the Credit Parties shall direct establish a bank account (the "Lock Box Account") under the exclusive ---------------- custody and control of the Agent, into which there shall be deposited from time to time the cash proceeds of the Collateral required to be delivered to the Agent pursuant to this Subpart 2.30 or any other provision of the Credit Documents. The Agent and the Credit Parties shall use their best efforts to establish the Lock Box Account by no later than May 4, 2000. All the cash amounts on deposit from time to time in the Lock Box Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations (as defined in the Security Agreement) until applied thereto as hereinafter provided. (b) From and after the date that the Lock Box Account is established, each Credit Party shall instruct all customers account debtors and other Persons obligated in respect of the Accounts (as defined in the Security Agreement) to mail or deliver make all checks or payments in respect of the Accounts, and shall use its best efforts to cause such account debtors and other forms of payment for amounts owing Persons to Borrower remit all such payments directly, to the Lock Box Account (if paid by wire transfer) or, if required by the Agent, to a post office box designated by Bank (the “Lockbox”)"Lock Box") that is -------- subject to the lock box agreement, over which Bank in form and substance satisfactory to the Agent, for deposit into the Lock Box Account. In addition, each Credit Party agrees that, from and after the date that the Lock Box Account is established, if the proceeds of any Collateral (including the payments made in respect of Accounts) shall have exclusive be received by it, such Credit Party shall, as promptly as possible, deposit such proceeds into the Lock Box Account. Until so deposited, all such proceeds shall be held in trust by the Credit Parties for the Agent and unrestricted access. As shall not be commingled with any other funds or property of the Closing Date, Borrower Credit Parties. All receipts held in the Lock Boxes shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereofbe remitted daily to a Lock Box Account. All funds received by Borrower from deposited into the Lock Box Accounts on any source Business Day shall immediately be directed transferred to the LockboxFunding Account (defined below) upon collection. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to the Lockbox any All collected funds that have been deposited into the Funding Account on any Business Day shall be applied by the Agent on the following Business Day to reduce the then outstanding balance of the Revolving Loans and to pay any other accounts or outstanding Credit Party Obligations which are then due and payable hereunder; provided that Bank has received by wire transferfor the purpose of -------- determining the availability of Revolving Loans hereunder, check, cash, or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to deposited into the Cash Collateral Account. (c) Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Funding Account shall be transferred by Bank deemed to have reduced the Operating Accountoutstanding Revolving Loans on the Business Day such funds were deposited into such account. During the continuance of an Event of Default, Bank may apply all or any part In furtherance of the amounts objectives of this Subpart 2.30, the Credit Parties hereby agree and consent that the Agent, or its representatives, may communicate directly with account debtors on the Accounts. For purposes of this Subpart 2.30 "Funding Account" means a deposit account established and maintained in the Cash Collateral Account to name of the Obligations Borrower at Bank of America, N.A., with the Agent named as Bank may determine in its sole discretionsecured party thereon.

Lock Box Account. Except as otherwise provided in an agreement with the Lock Box Servicer (defined below) or the Bank (defined below): (a) Borrower Prior to the Closing Date, the Sellers (or the Bank on behalf of the Sellers) shall direct all customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to rent a post office box designated by Bank (the “Lockbox”"Post Office Box") from the United States Postal Service (the "Post Office Service"), over which Bank shall have exclusive for receipt of all monies, checks, correspondence and unrestricted access. As other documents relating to all of the Closing Date, Borrower Sellers' claims submitted to any governmental agency under the provider numbers listed on Schedule 1.02(r) pursuant to those agreements listed on Schedule B-2 (the "Government Claims"). The Sellers shall open the Lockbox, and thereafter Borrower shall at instruct all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed such governmental agencies to remit payments directly to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwisePost Office Box. (b) All Prior to the Closing Date, the Sellers shall enter into an agreement in form satisfactory to the Buyers (the "Lock Box Agreement") with a bank or other entity providing lock box services, mutually acceptable to the Buyers and the Sellers (the "Lock Box Servicer"). The Lock Box Agreement shall require among other things that (i) the Lock Box Servicer collect all monies, checks and other documents from the Post Office Box and deposit such monies and checks in a bank account (the "Bank Account") maintained by the Sellers at a bank (the "Bank") mutually acceptable to the parties; (ii) require that the Lock Box Servicer send copies of all correspondence between Lock Box Servicer and the Sellers to the Buyer (iii) require that the Bank transfer by wire transfer collected funds flowing through on deposit in the Lockbox Bank Account to an account established by Buyer (the "Buyer's account"), provided, that the Buyer shall, in its sole discretion, determine the frequency by which the funds on deposit in the Bank Account shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Buyer's Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over (iv) the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly Lock Box Servicer forward to the Cash Collateral AccountBuyer promptly upon its receipt thereof all original correspondence and documents retrieved from the Post Office Box and copies of all checks, money orders and other instruments retrieved therefrom. The Bank and the Lock Box Servicer may be the same entity. The Sellers shall also instruct the Bank to forward to the Buyer all debit and credit memoranda, returned checks and similar items, promptly upon its receipt thereof, necessary for the Buyer to keep records of customer accounts. (c) Borrower shall open an operating account or operating accounts at Bank (collectivelyFrom and after the Closing Date, the “Operating Account”)Sellers shall notify the Buyer in writing on a daily basis of the receipt by the Sellers other than through the Post Office Box of any monies and supporting documentation received by the Sellers in connection with the Government Claims and will forward copies of any checks, and, so long as no Event of Default has occurred which is continuing, money orders or other instruments received and any amounts in the Cash Collateral Account shall be transferred by Bank supporting documentation (including receipts for cash payments) to the Operating Account. During Buyer. (d) All fees and charges due to the continuance of an Event of DefaultPost Office Service, the Lock Box Servicer and the Bank may apply all or any part for rental of the amounts in Post Office Box, the Cash Collateral provision of lock box services and the maintenance of the Bank Account to will be the Obligations as responsibility of the Buyer for all such fees and charges. (e) The Post Office Service, the Lock Box Servicer and the Bank may determine in its sole discretionwill be at all times the agents and representatives of the Sellers.

Lock Box Account. Provided no Event of Default has occurred or is continuing and: (ai) Borrower so long as funds on deposit in the Lock Box Account are sufficient to make all required deposits pursuant to Sections 3.3(a)(i) and (ii) on each Business Day of each calendar month, as applicable, Trustee shall direct withdraw amounts on deposit in the Lock Box Account and distribute to CCL and the Guarantors to pay the Operating Expenses (other than (A) Impositions and Insurance Premiums and (B) Management Fees) for the next calendar month or reimburse CCL, the Guarantors or Manager for such Operating Expenses previously paid by CCL, the Guarantors or Manager (including any related interest thereon in accordance with the Management Agreement); (ii) so long as funds on deposit in the Lock Box Account are sufficient to make all customers required deposits pursuant to mail Sections 3.3(a)(i) through (iv) on the next Monthly Payment Date or deliver Interest Payment Date, as applicable, Trustee shall withdraw amounts on deposit in the Lock Box Account and distribute to Manager to pay the accrued and unpaid Management Fees; and (iii) so long as funds on deposit in the Lock Box Account are sufficient to make all checks required deposits pursuant to Sections 3.3(a)(i) through (v) on the next Monthly Payment Date or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (the “Lockbox”Interest Payment Date, as applicable and provided that no Cash Trap Event has occurred and is continuing as provided under Section 3.3(a)(vi), over which Trustee shall withdraw the remaining amounts on deposit in the Lock Box Account and distribute to CCL and the Guarantors. All such distributions to CCL, the Guarantors or Manager will be in accordance with the wiring instructions attached hereto as Exhibit B, or such other wiring instructions as CCL, Manager or the Guarantors may hereafter provide to Trustee and Bank shall have exclusive and unrestricted access. As of the Closing Date, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank by written notice in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. (c) Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Account shall be transferred by Bank to the Operating Account. During the continuance of an Event of Default, Bank may apply all or any part of the amounts in the Cash Collateral Account to the Obligations as Bank may determine in its sole discretion.

Lock Box Account. (a) Borrower shall direct all customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank No later than thirty-five (the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of 35) days after the Closing Date, Borrower BVAC, as initial Servicer, shall open establish the LockboxLock-Box Account as an Eligible Account with the Lock-Box Bank and provide notice thereof to the Obligors of the Receivables, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to of the Lockbox. Bank shall collect Lock-Box Agreement; provided that the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customerServicer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to prior written consent of the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. Insurer (b) All funds flowing through so long as it is the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”Controlling Party), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items may from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right (a) establish additional or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Accountsubstitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of such account or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, other than the Indenture Trustee or the Servicer, shall have authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Indenture Trustee shall have no liability or responsibility with respect to the Lock-Box Processor’s or the Servicer’s directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall at all times be an Eligible Account. In conjunction with the establishment of the Lock-Box Account, the Lock-box Processor, on behalf of BVAC, as initial Servicer, shall establish and maintain the Lock-Box at a United States Post Office Branch in accordance with the terms of the Lock-Box Agreement. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Indenture Trustee and the Noteholders for servicing and administering the Receivables and the other Trust Property in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. (b) In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms and thereafter, funds on deposit in the Lock-Box Account shall be distributed by the Lock-Box Bank, as agent for the beneficial owners of funds in the Lock-Box Account (including the Issuer), as directed by the successor Servicer, and the Lock-Box Bank shall deposit any such funds relating to the Receivables to such other account as shall be identified by the successor Servicer for deposit therein; provided, however, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the sole control Indenture Trustee, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its reasonable best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party to the Indenture Trustee or a successor Lock-Box Bank. Borrower , all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall direct all customers or other persons owing money otherwise use its reasonable best efforts to Borrower who effect the orderly and efficient transfer of the Lock-Box arrangements, and the Servicer shall promptly notify the Obligors to make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Accountany new Lock-Box. (c) Borrower shall open an operating account Until such time as the Lock-Box Collection Percentage with respect to any Determination Date equals or operating accounts at Bank (collectivelyexceeds 85%, the Servicer (i) shall on or prior to the Closing Date, obtain and maintain an employee dishonesty bond in the amount of $3,000,000 covering each employee of the Servicer responsible for opening, processing and depositing Scheduled Receivable Payments received directly by the Servicer, and (ii) shall prepare a weekly reconciliation (certified by an Authorized Officer of the Servicer), of Scheduled Receivable Payments which have been received by the Servicer during the prior calendar week and confirm that such payments have been deposited to the Look-Box Account or the Collection Account (the “Operating AccountReconciliation Report”), and, which Reconciliation Report shall be delivered to the Insurer (so long as no Event the Insurer is the Controlling Party) and the Indenture Trustee on Tuesday of Default has occurred which each week (or if such day is continuingnot a Business Day, the next succeeding Business Day), with respect to collections received during the immediately preceding calendar week. In addition, following satisfaction of such Lock-Box Collection Percentage, upon the request of the Insurer (so long as it is the Controlling Party), the Servicer shall provide the Insurer and the Indenture Trustee with the Reconciliation Report on a monthly or less frequent basis, as so requested. The provisions of this Section 9.01 shall not apply to the Back-up Servicer; provided, however, any amounts in the Cash Collateral Account shall be transferred subsequent lock-box account established by Bank CenterOne as successor Servicer with respect to the Operating Account. During the continuance of Receivables shall at all times be an Event of Default, Bank may apply all or any part of the amounts in the Cash Collateral Eligible Account to the Obligations as Bank may determine in its sole discretionat an Eligible Bank.

Lock Box Account. After the occurrence of an Event of Default, at Bank's request in its sole discretion, Borrower shall open and maintain with Bank an account (athe "Lock Box Account") into which all funds received by Borrower from any source other than on account of Contracts sold to AFI (and other transfers that are substantially similar to the transfers made by Borrower to AFI and which transferees have entered into an Intercreditor Agreement with Bank in form and substance acceptable to Bank) shall be deposited or transferred from other accounts in Borrower's name. After the occurrence of an Event of Default, at the request of Bank, Borrower shall direct all customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (the “Lockbox”)Bank, over which Bank shall have exclusive and unrestricted access. As After the occurrence of the Closing Datean Event of Default, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the LockboxLock Box Account. Borrower shall hold in trust for Bank all amounts that Borrower receives despite After the directions to make payments to the post office box or Lockboxoccurrence of an Event of Default, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Lock Box Account. (c) . After the occurrence of an Event of Default, Borrower shall open hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lock Box Account. After the occurrence of an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default Default, Borrower shall immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Lock Box Account. After the occurrence of an Event of Default, Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has occurred which is continuingotherwise received. After the occurrence of an Event of Default, Borrower shall not establish or maintain any amounts accounts with any Person other than Bank except for accounts opened in the Cash Collateral Account shall be ordinary course of business from which all funds are transferred by Bank on a daily basis to the Operating Lock Box Account. During After the continuance occurrence of an Event of Default, Bank may apply shall have all right, title and interest in all of the items from time to time in the Lock Box Account and their proceeds. After the occurrence of an Event of Default, neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any part right to withdraw any amount from, the Lock Box Account, which shall be under the sole control of the amounts in the Cash Collateral Account to the Obligations as Bank may determine in its sole discretionBank.

Lock Box Account. (a) Borrower Borrowers shall direct all customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower Borrowers to a post office box designated by Bank (the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of the date no later than sixty (60) days after the Closing Date, Borrower Borrowers shall open the Lockbox, and thereafter Borrower Borrowers shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by a Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office boxthe Lockbox, open such mail, and endorse and credit all items to the LockboxCollections Account (as defined below). Borrower Borrowers shall hold in trust for Bank all amounts that Borrower receives Borrowers receive despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for processing through the LockboxLockbox and/or the Collections Account. Each Borrower irrevocably authorizes Bank to transfer to the Lockbox or the Collections Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account Collections Account at Bank in Borrower’s Borrowers’ name (the “Cash Collateral Collections Account”). Borrowers shall direct all customers or other persons owing money to Borrowers who make payments by electronic transfer of funds to wire such funds directly to the Collections Account. (c) During the continuance of an Event of Default, over which (i) Bank shall have exclusive and unrestricted access. may apply all or any part of the amounts in the Collections Account to the Obligations as Bank may determine in its sole discretion, (ii) Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Collections Account and their proceeds. Neither proceeds and (iii) neither Borrower nor any Person claiming through a Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Collections Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. (cd) Borrower Borrowers shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Collections Account shall be transferred by Bank to the Operating Account. During the continuance of an Event of Default, Bank may apply all or any part of the amounts in the Cash Collateral Account to the Obligations as Bank may determine in its sole discretion.

Lock Box Account. (ai) Borrower shall direct all customers to mail On or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of before the Closing Date, Borrower the Servicer shall open the Lockboxestablish one or more deposit accounts (collectively, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Lock-Box Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all ) at the expense of the items from time to time flowing through Borrower or an Affiliate of the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral AccountBorrower, each of which shall be under at PNC National Bank Association or another financial institutions reasonably approved by the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. (c) Borrower shall open an operating account or operating accounts at Bank Majority Holders (collectively, the “Operating AccountDeposit Bank”), andpursuant to one or more agreements (collectively, so long the “Lock-Box Account Agreement”) in form and substance reasonably acceptable to the Collateral Agent and the Majority Holders to be executed and delivered by the Company and its related Obligors and the Deposit Bank on the Closing Date. The initial Lock-Box Account shall be an account held at PNC Bank, National Association and the initial Lock-Box Account Agreement shall be a deposit account control agreement entered into on the Closing Date by and among AP Wireless Investments I, LLC, as the customer, PNC Bank, National Association, as the bank and the Collateral Agent, as Secured Party. The Lock-Box Account shall be under the sole dominion and control of the Collateral Agent. Among other things, the Lock-Box Account Agreement shall provide that such Obligors shall have no Event of Default has occurred which is continuingaccess to or control over the Lock-Box Account, any amounts that all available funds on deposit in the Cash Collateral Lock- Box Account shall be transferred by the Deposit Bank by wire transfer (or transfer via the ACH System) on the Business Day following receipt of properly identified and available funds into the Collection Account, for application in accordance with this Agreement. The Deposit Bank and the Collection Account Bank shall be directed to deliver to the Operating Company and its related Obligors copies of bank statements and other information made available by the Deposit Bank and the Collection Account Bank concerning its Lock-Box Account and Collection Account, respectively. (ii) Each Tenant occupying space at the Sites or under a Contract shall be, or has been, instructed, by irrevocable written direction, in form and substance reasonably acceptable to the Majority Holders, to pay all Rents and other amounts owed to Obligors directly to the applicable Lock-Box Account, unless the Collateral Agent (pursuant to the written direction of the Majority Holders) or Successor Servicer, as applicable, shall otherwise direct in writing. During Each Obligor shall, or shall cause Servicer to, send direction letters to each of its Tenants until each such Tenant commences paying all required amounts to the continuance of an Event of DefaultLock-Box Account, Bank may apply and, if any Tenant ceases to pay such amounts to the Lock-Box Account for three (3) consecutive months, shall send additional direction letters to the applicable Tenant, until such Tenant complies with such irrevocable written directions. The Obligors shall cause any and all other Receipts received by it to be deposited promptly into the applicable Lock-Box Account and in no event later than two (2) Business Days after receipt thereof by the Obligors or Servicer if Midland is not acting as the Servicer). To the extent that the Obligors or any part Person on their behalf holds any Receipts, whether in accordance with this Agreement or otherwise, the Obligors shall be deemed to hold the same in trust for the Collateral Agent for the protection of the amounts interests of the Collateral Agent on behalf of the Secured Parties hereunder and under the Finance Documents. (iii) The Company and its Obligors shall pay all reasonable costs and expenses incurred by each Agent and Servicer in connection with the Cash Collateral transactions and other matters with respect to its Accounts contemplated by this Section 7.1, including but not limited to, each such Agent’s attorneys’ fees and expenses, and all reasonable fees and expenses of the Deposit Bank and the Collection Account to the Obligations as Bank may determine in its sole discretionBank, including without limitation their reasonable attorneys’ fees and expenses.

Lock Box Account. (a) Borrower shall direct all customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank No later than twenty (the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of 20) Business Days after the Closing Date, Borrower BVAC, as initial Servicer, shall open establish the LockboxLock-Box Account as an Eligible Account with the Lock-Box Bank, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to of the Lockbox. Bank shall collect Lock-Box Agreement; provided that the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customerServicer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to prior written consent of the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. Insurer (b) All funds flowing through so long as it is the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”Controlling Party), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items may from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right (a) establish additional or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Accountsubstitute Lock-Box Accounts, each of which shall be an Eligible Account, and (b) close or terminate the use of such account or any subsequently established accounts, each of which accounts, at such time, shall no longer be deemed to be a Lock-Box Account; provided, further, that pursuant to the Lock-Box Agreement, the Lock-Box Processor and no other person, save the Indenture Trustee or the Servicer, shall have authority to direct disposition of funds related to the Receivables on deposit in the Lock-Box Account consistent with the provisions of this Agreement and the Lock-Box Agreement. The Indenture Trustee shall have no liability or responsibility with respect to the Lock-Box Processor's or the Servicer's directions or activities as set forth in the preceding sentence. The Lock-Box Account shall be established pursuant to and maintained in accordance with the Lock-Box Agreement and shall at all times be an Eligible Account. In conjunction with the establishment of the Lock-Box Account, BVAC, as initial Servicer, shall establish and maintain the Lock-Box at a United States Post Office Branch. Notwithstanding the Lock-Box Agreement or any of the provisions of this Agreement relating to the Lock-Box and the Lock-Box Agreement, the Servicer shall remain obligated and liable to the Indenture Trustee and the Noteholders for servicing and administering the Receivables and the other Trust Property in accordance with provisions of this Agreement without diminution of such obligation or liability by virtue thereof. (b) In the event the Servicer shall for any reason no longer be acting as such, the Lock-Box Agreement shall terminate in accordance with its terms and funds on deposit in the Lock-Box Account shall be distributed by the Lock-Box Bank, as agent for the beneficial owners of funds in the Lock-Box Account at such time (including the Issuer), and the Lock-Box Bank shall deposit any such funds relating to the Receivables to such other account as shall be identified by the successor Servicer for deposit therein; provided, however, that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lock-Box Bank under such Lock-Box Agreement. The outgoing Servicer shall, upon request of the sole control Indenture Trustee, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to the Lock-Box Agreement and an accounting of amounts collected and held in the Lock-Box Account or held by the Lock-Box Processor in respect of the Receivables and otherwise use its best efforts to effect the orderly and efficient transfer of any Lock-Box Agreement to the successor Servicer. In the event that the Lock-Box Account fails at any time to qualify as an Eligible Account, the Servicer, at its expense, shall cause the Lock-Box Bank to deliver, at the direction of the Controlling Party to the Indenture Trustee or a successor Lock-Box Bank. Borrower , all documents and records relating to the Receivables and all amounts held (or thereafter received) on deposit in the Lock Box Account or held by the Lock-Box Processor in respect of the Receivables (together with an accounting of such amounts) and shall direct all customers or other persons owing money otherwise use its best efforts to Borrower who effect the orderly and efficient transfer of the Lock-Box arrangements, and the Servicer shall promptly notify the Obligors to make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Accountany new Lock-Box. (c) Borrower shall open an operating account or operating accounts at Bank (collectivelyUpon establishment of the Lock-Box Account in accordance with Section 9.01(a) hereof, the “Operating Servicer shall use reasonable efforts to cause the Lock-Box Processor to transfer any payments in respect of the Receivables from or on behalf of Obligors received in the Lock-Box to the Lock-Box Account on the Business Day on which such payments are received, pursuant to the Lock-Box Agreement. Within two Business Days of receipt of such funds into the Lock-Box Account”, the Servicer shall cause the Lock-Box Bank to transfer available funds related to the Receivables from the Lock-Box Account to the Collection Account, and if such funds are not available funds, as soon thereafter as they clear (i.e., become available for withdrawal from the Lock-Box Account). In addition, the Servicer shall remit all payments by or on behalf of the Obligors received by the Servicer with respect to the Receivables (other than Purchased Receivables), andand all Liquidation Proceeds, insurance proceeds and other collections from whatever source, no later than the second Business Day following receipt into the Lock-Box Account or the Collection Account, as applicable. (d) Until such time as the Lock-Box Collection Percentage with respect to any Determination Date equals or exceeds 85%, the Servicer (i) shall on or prior to the Closing Date, obtain and maintain an employee dishonesty bond in the amount of $3,000,000 covering each employee of the Servicer responsible for opening, processing and depositing Scheduled Receivable Payments received directly by the Servicer, and (ii) shall cause Deloitte & Touche LLP or another firm of accountants acceptable to the Insurer, in its sole and absolute discretion, to prepare a weekly reconciliation of Scheduled Receivable Payments which have been received by the Servicer during the prior calendar week and confirming that such payments have been deposited to the Lock-Box Account or the Collection Account (the "Reconciliation Report"), which Reconciliation Report shall be delivered to the Insurer (so long as no Event the Insurance Agreement has not terminated) and the Indenture Trustee on Tuesday of Default has occurred which each week (or if such day is continuingnot a Business Day, any amounts in the Cash Collateral Account next succeeding Business Day), with respect to collections received during the immediately preceding calendar week. In addition, following satisfaction of such Lock-Box Collection Percentage, upon the request of the Insurer (so long as it is the Controlling Party), the Servicer shall be transferred by Bank provide the Insurer and the Indenture Trustee with the Reconciliation Report on a monthly or less frequent basis, as so requested. The provisions of this Section 9.01(d) shall not apply to the Operating Account. During Back-up Servicer or the continuance of an Event of Default, Bank may apply all or any part of the amounts in the Cash Collateral Account to the Obligations as Bank may determine in its sole discretionStandby Servicer.

Lock Box Account. (a) Borrower shall direct all customers to mail or deliver all checks or other forms Upon the occurrence and continuance of payment for amounts owing to Borrower to a post office box designated by Bank an Event of Default (as defined in the “Lockbox”Security Instruments), over which Bank shall have exclusive and unrestricted access. As of the Closing Date, Borrower shall open establish and maintain a segregated Eligible Account (defined below) (the Lockbox"Lockbox Account") to be held by Lender, which Lockbox Account shall be under the sole dominion and thereafter control of Lender. Borrower shall at all times maintain hereby grants to Lender a first priority security interest in the Lockbox with Bank Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in accordance with favor of Lender a perfected first priority security interest in the terms hereof. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office boxLockbox Account, open such mailincluding, without limitation, executing and endorse filing UCC-1 Financing Statements and credit all items to the Lockboxcontinuations thereof. Borrower will not in any way alter or modify the Lockbox Account and will notify Lender of the account number thereof. Lender and or its designated agent shall hold in trust for Bank all amounts that Borrower receives despite have the directions sole right to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received withdrawals from the customer, with proper endorsements Lockbox Account and all costs and expenses for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to establishing and maintaining the Lockbox any funds that have been deposited into any other accounts or that Bank has received Account shall be paid by wire transfer, check, cash, or otherwiseBorrower. (b) All funds flowing through Upon the establishment of the Lockbox Account, Borrower shall, or shall automatically be transferred cause the Manager (as defined in the Security Instruments) to, deposit the Rents (as defined in the Security Instruments) directly into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held Account, and Borrower shall deliver written instructions to all tenants under Leases (as defined in the Cash Collateral Account Security Instruments) and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right credit card companies to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct deliver all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds Rents payable thereunder directly to the Cash Collateral Lockbox Account. Borrower shall, and shall cause each Manager, to deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day of receipt thereof. (c) Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts All funds on deposit in the Cash Collateral Lockbox Account shall be transferred applied by Bank Lender to the Operating Account. During payment of any amounts then due and payable under the continuance Loan Documents in such order and priority as Lender in sole discretion shall determine. (d) The insufficiency of an Event of Default, Bank may apply all or any part funds on deposit in the Lockbox Account shall not absolve Borrower of the amounts in obligation to make any payments, as and when due pursuant to this Agreement and the Cash Collateral Account to other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (e) The following capitalized terms shall have the Obligations as Bank may determine in its sole discretion.meanings set forth below:

Lock Box Account. Borrowers shall open and maintain with Servicing Agent an account (athe “Lock Box Account”) Borrower into which all funds received by Borrowers from any source shall immediately be deposited. Borrowers shall direct all customers account debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower Borrowers to a post office box designated by Bank (the “Lockbox”)Servicing Agent, over which Bank Servicing Agent shall have exclusive and unrestricted access. As of the Closing Date, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank Servicing Agent shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the LockboxLock Box Account. Borrower Borrowers shall direct all account debtors or other persons owing money to Borrowers who make payments by electronic transfer of funds to wire such funds directly to the Lock Box Account. Borrowers shall hold in trust for Bank Lenders all amounts that Borrower receives Borrowers receive despite the directions to make payments to the post office box or LockboxLock Box Account, and immediately deliver such payments to Bank Servicing Agent in their original form as received from the customeraccount debtor, with proper endorsements for processing through deposit into the LockboxLock Box Account. Borrower Borrowers irrevocably authorizes Bank Servicing Agent to transfer to the Lockbox Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, Lenders have otherwise received. Borrowers shall not establish or otherwise. (b) All maintain any accounts with any Person other than Servicing Agent except for accounts opened in the ordinary course of business from which all funds flowing through are transferred on a daily basis to the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Lock Box Account”), over which Bank shall have exclusive and unrestricted access. Bank Lenders shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Lock Box Account and their proceeds. Neither Borrower of Borrowers nor any Person person claiming through a Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Lock Box Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral AccountServicing Agent. (c) Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Account shall be transferred by Bank to the Operating Account. During the continuance of an Event of Default, Bank may apply all or any part of the amounts in the Cash Collateral Account to the Obligations as Bank may determine in its sole discretion.

Lock Box Account. (a) Borrower shall direct all customers On or prior to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (the “Lockbox”)November 15, over which Bank shall have exclusive and unrestricted access. As of the Closing Date2007, Borrower shall open the Lockboxenter into a Lockbox Agreement. If by December 31, and thereafter 2007, Borrower shall at not have received a commitment letter negotiated in good faith with a bona fide investor to refinance the Loans in full by January 31, 2008, Borrower shall instruct all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed Account Debtors to pay all Accounts directly to the Lockbox. Bank shall collect the mail delivered Lock Boxes and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such post office boxLock Boxes. If, open notwithstanding such mailinstructions, and endorse and credit all items to the Lockbox. Borrower receives any payments on Accounts, Borrower shall hold deposit, in trust for Bank all amounts that Borrower receives despite no event later than the directions to make payments to first Business Day after the post office box or Lockboxdate of receipt thereof, and immediately deliver such payments to Bank in their original form as received from into the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwiseLock Box Account. (b) All funds flowing through the Lockbox The Lock Boxes shall automatically be transferred into a cash collateral account at Bank accounts, with all cash, checks and other similar items of payment in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all such accounts securing payment of the items from time to time flowing through the Lockbox and/or held Loans and all other of Borrower's Liabilities, and in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through which Borrower shall have any right or control over the use of, or any right granted a lien to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral AccountLender. (c) Borrower shall open an operating account and shall cause its Affiliates, officers, employees, agents, directors or operating accounts at Bank other Persons acting for or in concert with Borrower (collectivelyeach a "Related Person") to (i) hold in trust for Lender all checks, cash and other items of payment with respect to amounts owed to Borrower received by Borrower or any such Related Person, and (ii) within one (1) Business Day after receipt by Borrower or any such Related Person of any checks, cash or other items of payment, deposit the “Operating same into the Lock Box Account”). Borrower and each Related Person thereof acknowledges and agrees that all cash, and, so long as no Event checks or items of Default has occurred which is continuing, payment constituting proceeds of Collateral are the property of Lender. All proceeds of the sale or other disposition of any amounts in the Cash Collateral Account shall be transferred by Bank to deposited directly into the Operating Lock Box Account. During the continuance of an Event of Default, Bank may apply all or any part of the amounts in the Cash Collateral Account to the Obligations as Bank may determine in its sole discretion."

Lock Box Account. (a) Borrower shall direct all customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (Upon the “Lockbox”), over which Bank shall have exclusive occurrence and unrestricted access. As of the Closing Date, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. (c) Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Account shall be transferred by Bank to the Operating Account. During the continuance of an Event of Default, Bank may apply Borrower shall establish and maintain a segregated Eligible Account (defined below) (the "Lockbox Account") to be held by Lender, which Lockbox Account shall be under the sole dominion and control of Lender. Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or any part modify the Lockbox Account and will notify Lender of the amounts account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. (b) Upon the establishment of the Lockbox Account, Borrower shall, or shall cause the Operating Tenant to, deposit the Rent under the Operating Lease directly into the Lockbox Account, and, if the Operating Lease has been terminated and there is no Replacement Operating Lease (as defined in the Cash Collateral Account Security Instruments), and with respect to the Obligations Office portion of the Property identified as Bank may determine the Radisson, in its Chicago, Illinois, Borrower shall, or shall cause each Manager (as defined in the Security Instruments), to deliver written instructions to all tenants under Leases and credit card companies to deliver all Rents and Accounts Receivable payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause each Manager, to deposit all amounts received by Borrower or Manager constituting Rents and Accounts Receivable into the Lockbox Account within one (1) Business Day of receipt thereof. (c) All funds on deposit in the Lockbox Account shall be applied by Lender to the payment of any amounts then due and payable under the Loan Documents in such order and priority as Lender in sole discretiondiscretion shall determine. (d) The insufficiency of funds on deposit in the Lockbox Account shall not absolve Borrower of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (e) The following capitalized terms shall have the meanings set forth below:

Lock Box Account. (a) Borrower shall immediately direct all customers account debtors of borrower to mail or deliver all checks or other forms of payment for amounts owing to Borrower make payments to a post office lock-box account at Bank controlled by Bank as designated by Bank (the “Lockbox”"Lock-Box Account"), over which . On a daily basis Bank shall have exclusive and unrestricted accessdeposit all proceeds received in the Lock-Box Account into Borrower's general checking account with Bank. As of the Closing Date, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds hold any proceeds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold collection of accounts in trust for Bank all amounts that without commingling the same with other funds of Borrower receives despite and shall turn the directions to make payments to the post office box or Lockbox, and immediately deliver such payments same over to Bank immediately upon receipt in their original the identical form as received from the customer, with proper endorsements for processing through the Lockboxreceived. Borrower irrevocably authorizes All credits to Borrower's general checking account shall be conditional upon final payment to Bank to transfer to the Lockbox any funds that have been deposited into any other accounts at its own office in cash or that Bank has received by wire transfer, check, cash, or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all solvent credits of the items from time giving rise to time flowing through the Lockbox and/or held in the Cash Collateral Account them and their proceeds. Neither Borrower nor if any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount fromitem is not so paid, the Lockbox and/or the Cash Collateral Account, each amount of which any credit given for it shall be charged to any deposit account of Borrower with Bank or treated as an Advance under this Agreement, whether or not the sole control of Bankitem is returned. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer at the request of funds to wire such funds directly to Bank notify the Cash Collateral Account. (c) Borrower shall open an operating account or operating accounts debtors of the security interest of Bank in any account and Bank may itself at Bank (collectively, any time so notify account debtors. Upon the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Account shall be transferred by Bank to the Operating Account. During the continuance occurrence of an Event of DefaultDefault Bank may credit such proceeds deposited to the Lock-Box Account against the Indebtedness of Borrower upon receipt but to allow time for clearance of items, interest shall be calculated thereon for the number of days as computed by the Bank at the interest rate for loans as set forth in Section 2.1.1(b) of this Agreement; provided, however, that if the balance of the Indebtedness is zero, Bank may apply all or any part of the amounts in the Cash Collateral Account shall credit such proceeds to the Obligations as Bank may determine in its sole discretionBorrower's general checking account.

Lock Box Account. Borrowers shall open and maintain with Servicing Agent an account (athe "Lock Box Account") Borrower into which all funds received by Borrowers from any source shall immediately be deposited. Borrowers shall direct all customers account debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower Borrowers to a post office box designated by Bank (the “Lockbox”)Servicing Agent, over which Bank Servicing Agent shall have exclusive and unrestricted access. As of the Closing Date, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank Servicing Agent shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the LockboxLock Box Account. Borrower Borrowers shall direct all account debtors or other persons owing money to Borrowers who make payments by electronic transfer of funds to wire such funds directly to the Lock Box Account. Borrowers shall hold in trust for Bank Lenders all amounts that Borrower receives Borrowers receive despite the directions to make payments to the post office box or LockboxLock Box Account, and immediately deliver such payments to Bank Servicing Agent in their original form as received from the customeraccount debtor, with proper endorsements for processing through deposit into the LockboxLock Box Account. Borrower Borrowers irrevocably authorizes Bank Servicing Agent to transfer to the Lockbox Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, Lenders have otherwise received. Borrowers shall not establish or otherwise. (b) All maintain any accounts with any Person other than Servicing Agent except for accounts opened in the ordinary course of business from which all funds flowing through are transferred on a daily basis to the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Lock Box Account”), over which Bank shall have exclusive and unrestricted access. Bank Lenders shall have all right, title tide and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Lock Box Account and their proceeds. Neither Borrower of Borrowers nor any Person person claiming through a Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of Lock Box Account which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral AccountServicing Agent. (c) Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Account shall be transferred by Bank to the Operating Account. During the continuance of an Event of Default, Bank may apply all or any part of the amounts in the Cash Collateral Account to the Obligations as Bank may determine in its sole discretion."

Lock Box Account. (a) (i) The parties agree and acknowledge that Servico, Inc., Manager and the participants listed on Schedule E attached hereto (the "Participants"), which include the Borrower Participants (which shall direct include in each instance when used herein, Canadian Guarantor) and the Non-Borrower Participants, maintain, and intend to continue to maintain a single cash management system under which cash receipts of the Participants and credit card receivables from the operations of the properties listed on Schedule F attached hereto (the "Properties") and other receipts of Manager and Servico, Inc. are deposited into accounts in the name of Servico, Inc., which accounts are Eligible Accounts; and thereafter required disbursements are made on behalf of the Participants, Manager and Servico, Inc. ("the Cash Management System"); provided, however, that amounts due pursuant to this Loan Agreement, the Note and the Mortgage shall be transferred by Servico, Inc. and Manager, as due, to the respective Owner by deposit into accounts in the names of each respective Owner from which such required payments to Lender shall be made, which accounts in the name of the Owner are Eligible Accounts. Upon the occurrence of a Triggering Event (defined below), the Owner will cease to participate in the Cash Management System. The Cash Management System shall not be modified or amended by the Participants in a manner which affects the rights and/or obligations of the Borrower Participants in any manner whatsoever without the prior written consent of Lender. (ii) The parties agree and acknowledge that the use of funds in the Cash Management System shall not be restricted and no interest is or shall be charged or collected by or from any Participant or Servico, Inc. or any of their respective affiliates with respect to funds aggregated in the Cash Management System. (iii) Servico, Inc. shall prepare and maintain complete and accurate accounting records with respect to all customers transactions under the Cash Management System, including, without limitation, the deposit of all cash receipts, the electronic transmittal of credit card receivables, the payment of all expenses, any earnings on invested funds and amounts disbursed to mail or deliver all checks or other forms the Owner for the payment of payment amounts due under the Loan Agreement and shall prepare and maintain for each Participant a running balance of deposits to, withdrawals from and amounts owing to and from each Participant in the Cash Management System. (iv) The parties agree and acknowledge that the cash receipts from each hotel owned by a Owner or a non-Borrower to a post office box designated by Bank (Participant beyond the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As immediate on-site xxxxx cash needs of the Closing DateOwner are first deposited into a bank account in the name of such hotel, Borrower shall open the Lockboxwhich account is an Eligible Account, and thereafter such amounts may be transferred to a bank account, which is an Eligible Account, in the name of Servico, Inc. (the "Concentration Account"). Receipts from charge cards are deposited directly into the Concentration Account. (v) All checks issued in payment of any Owner's expenses shall indicate by printed or typed identification that Owner is the entity for which payment is made. (vi) Whenever a Participant shall have paid or contributed more to the Cash Management System than had been withdrawn or paid on its behalf (an "Overpaying Participant"), such Overpaying Participant shall be a creditor of Servico, Inc. for the amount of the overpayment and every Participant that has withdrawn or has paid on its behalf more than it paid or contributed to the Cash Management System (an "Underpaying Participant") shall be obligated to Servico, Inc. for the amount of such Underpaying Participant's underpayment. (vii) The parties agree and acknowledge that the Cash Management System constitutes a lending arrangement between Owner and Servico, Inc., and a financial accommodation between Owner and Servico, Inc., and that upon any Triggering Event or if a receiver, liquidator or trustee shall be appointed for Servico, Inc., Manager or a Non-Borrower Participant or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against Servico, Inc., Manager or a Non-Borrower Participant at all times maintain Lender's option upon notice from Lender, the Lockbox with Bank Owner shall immediately cease to participate in the Cash Management System and shall reconcile in cash any underpayments or overpayments existing at that time and Lender may cause the cash receipts and credit card receivables of Owner to be paid directly to Lender as if a Triggering Event shall have occurred until Lender is reasonably satisfied that Owner is no longer participating in the Cash Management System. (viii) Claims held against Servico, Inc. pursuant to paragraph (vi) hereof by a Owner that is an Overpaying Participant and claims held by Servico, Inc. against a Participant that is an Underpaying Participant shall become immediately due and payable upon the earlier to occur of: (A) a demand for payment thereof, (B) the withdrawal by the Owner from the Cash Management System pursuant to paragraph (vii) hereof or (C) an Event of Default; provided, however, that any obligation of any Owner hereunder upon such events shall be paid only from available net income of the Owner, after payment of debt service, the funding of any required reserves required hereunder and the payment of Owner's operating expenses in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwiseof this Loan Agreement. (bix) All funds flowing through Lender, and its successors and assigns, shall be a third-party beneficiary hereto with the Lockbox ability to enforce same for its own benefit and on behalf of each Owner. (x) Any wholly-owned Affiliate of Servico, Inc. may be made a party to this Cash Management Agreement as a Non-Borrower Participant or, in the case of any Affiliate that has granted a mortgage to Lender, as a Owner, by a written amendment executed by such Affiliate, Servico, Inc. and Manager. This Section 66 may not be amended with respect to the rights of any Owner hereunder without the prior written consent of Lender. (xi) This Section 66 shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (binding upon and shall inure to the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all benefit of the items from time to time flowing through the Lockbox and/or held parties hereto and their respective successors and upon any entity or person becoming a participant in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly Management System subsequent to the Cash Collateral Accountdate hereof. (cxii) In the event of any inconsistency between this Section 66 and any prior cash management agreement executed by the Participants, this Section controls with respect to Borrower shall open an operating account or operating accounts at Bank Participants. (collectively, i) Upon the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Account shall be transferred by Bank to the Operating Account. During the occurrence and continuance of an Event of Default, Bank may apply all or (ii) if at any part time the Aggregate Debt Service Coverage Ratio for the twelve (12) month period immediately preceding the date of the amounts calculation is less than or equal to 1.35 to 1.0, as tested monthly by Lender (collectively, the "Triggering Events"), Owner shall establish and maintain a segregated Eligible Account (the "Lockbox Account") to be held by Lender, pursuant to the Cash Management Agreement attached hereto as Exhibit E and made a part hereof, which Lockbox Account shall be under the sole dominion and control of Lender. Owner hereby grants to Lender a first priority security interest in the Cash Collateral Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Obligations as Bank may determine Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Owner will not in its any way alter or modify the Lockbox Account and will notify Lender of the account number thereof. Lender shall have the sole discretionright to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Owner.

Lock Box Account. On or before December 15, 2004, Borrower shall at all times maintain an account (athe "Lock Box Account") with Bank into which all funds received by Borrower from any source shall immediately be deposited. Borrower shall direct all customers account debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of the Closing Date, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Lock Box Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers account debtors or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Lock Box Account. . Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Lock Box Account, and immediately deliver such payments in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box Account. Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has otherwise received. Borrower shall not establish or maintain any accounts with any person other than Bank. Furthermore, such funds may not be withdrawn by Borrower and (a) all collections received from any account debtor in the Lock Box Account shall be subject to Bank's sole and exclusive control and withdrawals by Borrower shall not be permitted therefrom; (b) Bank's authorized representatives will have sole access to the Lock Box Account, and items will be endorsed, credited to the Lock Box Account, and presented for payment through customary collection procedures; (c) Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Account shall be transferred all payments including immediately available funds received by Bank to at the Operating Account. During the continuance of an Event of Default, Bank may apply all or any part of the amounts in the Cash Collateral Lock Box Account will be Bank's sole property for application to the Obligations and will be immediately applied to conditionally reduce the Obligations (as provided in the next sentence), but shall not be considered a payment on account unless such payment is of immediately available federal funds or unless and until such check or other item of payment is honored when presented for payment; and (d) all payments so received by Bank shall be applied in payment of the Obligations, first to interest, then to principal, then to other amounts due hereunder, and the surplus, if any, shall be paid over to Borrower. All fees and expenses for the Lock Box Account, and any or all expenses, fees and charges in respect of checks, drafts or other items returned unpaid (but not including the amount of such unpaid item itself) shall be paid by Borrower. Bank may determine deduct any such fees, expenses, and charges from or set off against amounts from time to time in its sole discretionthe Lockbox Account."

Lock Box Account. (ai) Borrower shall direct all customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (Upon the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of the Closing Date, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. All funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lockbox, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for processing through the Lockbox. Borrower irrevocably authorizes Bank to transfer to the Lockbox any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. (b) All funds flowing through the Lockbox shall automatically be transferred into a cash collateral account at Bank in Borrower’s name (the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. Bank shall have all right, title and interest in all of the items from time to time flowing through the Lockbox and/or held in the Cash Collateral Account and their proceeds. Neither Borrower nor any Person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lockbox and/or the Cash Collateral Account, each of which shall be under the sole control of Bank. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. (c) Borrower shall open an operating account or operating accounts at Bank (collectively, the “Operating Account”), and, so long as no Event of Default has occurred which is continuing, any amounts in the Cash Collateral Account shall be transferred by Bank to the Operating Account. During the continuance occurrence of an Event of Default, provided a lock box procedure has not otherwise been instituted under any other provision of the Loan Documents, Lender shall have the right, upon written notice to Borrower to require that, from and after the next succeeding date of payment of an installment of principal and interest under the Note, all Rents with respect to the Property, at Lender’s discretion, be paid directly to the property manager for the Property (the “Manager”) and deposited daily by the Manager in the name designated by Lender directly to a designated lock box account (the “Lock Box Account”), opened by Lender at a bank (the “Lock Box Bank”), which account shall be within the exclusive control of Lender. (b) Upon receipt of notice from Lender as set forth in Subsection (a) above, Borrower shall enter into and shall cause Manger to enter into a lock box agreement with Lender in a form reasonably satisfactory to Lender, which form shall substantially reflect the provisions of this Section (provided, however, that Borrower’s obligations under this Section 4.4 (including Borrower’s obligation to cause Manager to deposit Rents in the Lock-Box Account in accordance with Section 4.4 (a) above) shall not be dependent upon the execution of any such lock box agreement. If in Lender’s judgment, the Manager’s performance in collecting Rents shall decline, Borrower shall irrevocably instruct and otherwise cause each party paying such Rents (including each tenant under any Lease) to make all payments (A) if by wire transfer, to the Lock Box Account, and (B) if by check, money order or similar manner of payment, by mail to a designated lock box (the “Lock Box”) within the exclusive control of Lender. Amounts deposited into the Lock-Box shall be collected and deposited daily by the Lock-Box Bank may apply into the Lock-Box Account. Borrower agrees that if any Rents required to be deposited in the Lock Box Account shall be received by it or any affiliate or any manager of all or any part portion of the amounts Property, Borrower shall deposit or cause such Rents to be deposited in the Cash Collateral Lock Box Account within one (1) Business Day of the receipt of such Rents by Borrower, any affiliate or any manager. (c) Amounts on deposit in the Lock Box Account on any date of payment of an installment of principal and interest under the Note shall be applied in the following order of priority: (i) to pay any Taxes, Other Charges or Insurance Premiums then due and payable; (ii) to pay the Lock Box Bank’s fees; (iii) to pay interest and principal due on such date with respect to the Obligations as Bank may determine in its sole discretionNote; (iv) to replenish all reserves and escrow funds required to be paid by Borrower to Lender under the Note, this Security Instrument and the other Loan Documents; and (v) to pay normal and customary operating expenses of the Property which have been approved by Lender (which approval, if no Event of Default shall exist at the time, shall not be unreasonably withheld). (d) In the event that Lender shall have the right to institute lock box procedures pursuant to any other provision of the Loan Documents, the terms and provisions of such provision shall supersede the provisions of this Section 4.4.