Common use of Lockbox Account Clause in Contracts

Lockbox Account. (a) Borrower shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.

Lockbox Account. (a) Borrower On the Closing Date, the Parties entered into the Lockbox Agreement with the Lockbox Bank. (b) The Lender Concentration Account shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust be held solely for the benefit of the Lender, which Lockbox subject to the terms and conditions of this Amended Agreement. The Lender shall have immediate and full access to any funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North Tower, LLC, held solely for the benefit of Xxxxxx XXX Inc. Borrower, subject to the terms and Greenwich Capital Financial Productsconditions of this Amended Agreement, their successors the Security Agreement and assignsthe other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, as Lenderthe Security Agreement and the other Transaction Documents, pursuant Borrower shall have immediate and full access to Loan Agreement dated as any funds held in the Company Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever other than those of April __the Lockbox Bank; provided, 2007-Lockbox Account”. Borrower however, that nothing herein shall (i) hereby grants affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereofunder this Amended Agreement, and or (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify manner limit the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender recourse of the account number thereof. Lender and Servicer shall have to the sole right assets of Borrower to make withdrawals satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by Borrowerdebiting the Company Concentration Account. (be) With respect to any License Agreement, In License or invoice entered into or issued by Borrower in relation thereto, Borrower shall immediately (A) notify the applicable Contract Party to remit to the Lockbox Account when due all Royalties that are due and payable to Borrower in respect of or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notification. (f) Borrower shallshall have no right to terminate the Lockbox Account without Lender’s prior written consent. Any such consent, which the Lender may grant or withhold in its discretion, shall cause Manager tobe subject to the satisfaction of each of the following conditions to the satisfaction of the Lender: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) Lender, deliver written instructions Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of the Lockbox Agreement initially entered into and such agreement shall be considered the “Lockbox Agreement” under this Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement to be terminated shall be transferred to the new accounts held at the successor Lockbox Bank prior to the termination of the then existing Lockbox Bank; and (iv) Borrower shall have received evidence that all tenants under Leases of the applicable parties paying Royalties have been instructed to deliver remit all Rents payable thereunder directly future payments to the new accounts held at the successor Lockbox Bank. (g) [Intentionally Omitted] (h) All Gross Payments shall be paid into the Lockbox Account or to any other account(s) designated in writing by the Lender(s) to Borrower, and amounts deposited therein shall be treated as described in Exhibit F. (i) Borrower shall pay voluntary prepayments made at the election of Borrower in accordance with Section 3.02(a) or any payment made in accordance with the last sentence of Section 4.01(a) to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by . (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or Manager constituting Rents and/or other Gross Income from Operations into otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account within one (1or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such Royalties by wire transfer of immediately available funds directly to Lender Bank Account), (ii) Business Day after receiptnotify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (ck) Borrower Amounts payable pursuant to this Section 4.02 shall obtain be in addition to any amounts payable under Section 4.02(d) of this Amended Agreement. (l) Any payments, other than from funds paid to Lender from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to LenderLender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer to the Cash Management Account in of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by federal wire transfer all amounts on deposit in Borrower of the Lockbox Account once every Business Day throughout Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the LoanLoans, to the extent that either Lender or Borrower has determined that there is a discrepancy as to the amounts paid to Lender hereunder for such calendar year, then the Person who has made such determination may notify the other in writing of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event that either Agent or Borrower delivers to the other party a Discrepancy Notice, Lenders and Borrower shall meet in person or by telephone conference as specified by Lender within [*****] (or such other time as mutually agreed by the parties) after the receiving party has received a Discrepancy Notice to resolve in good faith such discrepancy. If the discrepancy has been resolved and, as a result thereof, it is determined that a payment is owing by Lender to Borrower or by Borrower to Lender, then the Party owing such payment shall promptly pay such payment to the other Party. If, within [*****] after receipt of the Discrepancy Notice, Borrower and Lender cannot resolve any such discrepancies, then Lender and Borrower shall promptly instruct their respective firms of independent certified public accountants to select, within [*****] thereafter, a third internationally recognized accounting firm (the “Independent Accountants”). After offering Borrower and its representatives and Lender and their representatives the opportunity to present their positions as to the disputed items, which opportunity shall not extend for more than [*****] after the Independent Accountants have been selected, the Independent Accountants shall review the disputed matters and the materials submitted by Borrower and Lender and, as promptly as practicable, deliver to Borrower and Lender a statement in writing setting forth its determination of the proper treatment of the discrepancies as to which there was disagreement, and that determination will be final and binding upon the Parties without any further right of appeal. If Borrower has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, Borrower will bear all the charges of the Independent Accountants. If Agent has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, Lenders will bear all the charges of the Independent Accountants unless the Independent Accountants determine that the amounts paid to Lender for the applicable calendar year underpaid Lender by an amount equal or in excess of [*****] of the amounts determined to be due to Lender for such calendar year, in which event Borrower shall bear all of the charges of the Independent Accountants.

Lockbox Account. (a) Borrower acknowledges and confirms that Borrower has established, and Borrower covenants that it shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lendermaintain, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly pursuant to the Lockbox Account. Agreement, a separate and identifiable account from all other funds held by the holding institution into which Borrower shall, and shall cause Manager to, deposit or cause to be deposited, all amounts received by Borrower Rents and other revenue from the Individual Properties (such account, all funds at any time on deposit therein and any proceeds, replacements or Manager constituting Rents and/or other Gross Income from Operations substitutions of such account or funds therein, are referred to herein as the “Lockbox Account”), and (ii) an account with Lender’s Agent in the name of Lender and under the exclusive control of Lender into which funds in the Lockbox Account within one shall be transferred pursuant to the terms of Section 10.2(b) hereof (1such account, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are referred to herein as the “Cash Management Account”). (b) Business Day after receiptThe Lockbox Account shall be in the name of Borrower for the benefit of Lender, provided that Borrower shall be the owner of all funds on deposit in such accounts for federal and applicable state and local tax purposes (except to the extent Lender retains any interest earned on the Cash Management Account for its own account following the occurrence of an Event of Default (and until such time, if ever, that such Event of Default is expressly waived by Lender in writing in its sole discretion)). Sums on deposit in the Cash Management Account shall be invested as determined and directed by Lender and all income earned thereon shall be the income of Borrower and be applied to and become part of the Cash Management Account. Neither Lockbox Bank nor Lender shall have any liability for any loss resulting from the investment of funds in accordance with the terms and conditions of this Agreement. (c) The Lockbox Account and Cash Management Account shall be subject to the exclusive dominion and control of Lender and, except as otherwise expressly provided herein, neither Borrower, Manager nor any other party claiming on behalf of, or through, Borrower or Manager, shall obtain from have any right of withdrawal therefrom or any other right or power with respect thereto. (d) Borrower agrees to pay the customary fees and expenses of Lockbox Bank (incurred in connection with maintaining the Lockbox Bank its agreement, Account) and Lender (incurred in form and substance reasonably satisfactory to Lender, to transfer to connection with maintaining the Cash Management Account Account) and any successors thereto in immediately available funds connection therewith, as separately agreed by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loanthem from time to time.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”"LOCKBOX ACCOUNT") with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North Tower"Behringer Harvard Ashford Perimeter H, LLCLLC as Borrower, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsBear Xxxxxxx Commercial Mortgage, their successors and assignsInc., as Lender, pursuant to Loan Agreement dated as of April __January 6, 2007-2005 - Lockbox Account”". Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Borrower shall, or shall cause Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. Borrower hereby covenants and agrees as follows with respect to the Lockbox Account: (a) Borrower shall establish and maintain has established with Lender a segregated Eligible non-interest bearing blocked collateral account (without check writing privileges) as Account No. 00000000 (the “Lockbox Account”). At all times during the Loan Term, Borrower shall maintain the Lockbox Account with Lender and a minimum balance of not less than Fifty Thousand Dollars ($50,000) with shall be on deposit in the Lockbox Bank in trust for Account. During any Lockbox Period, the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled denominated “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assignsXxxxx REIT One Wilshire LP, as LenderPledgor/Bank of China, pursuant to Loan Agreement dated LAB, as of April __, 2007-Pledgee Lockbox Account”. Acct.” Borrower (i) 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, thereof and (ii) will take all reasonable actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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) Borrower shall, or shall cause Manager to, deliver written instructions all payments due to all tenants under Leases Borrower from the Counterparty pursuant to deliver all Rents payable thereunder any Interest Rate Cap Agreement to be deposited directly to by the Counterparty into the Lockbox Account. In furtherance of the foregoing, Borrower shall, shall execute and shall cause Manager to, deliver to each Counterparty written authorizations and instructions irrevocably directing such Counterparty to deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt.all payments due from the Counterparty to Borrower pursuant to the Interest Rate Cap Agreement. 14961843v.6 (c) Until the occurrence of a Lockbox Trigger Event, Borrower shall obtain have full right of access to and the right to withdraw or direct payment of funds from the Lockbox Bank its agreementAccount and otherwise administer the Lockbox Account, in form subject to Section 2.11.3 above and substance reasonably satisfactory the other provisions of this Agreement and the Loan Documents. From and after the occurrence of a Lockbox Trigger Event and during any Lockbox Period, Borrower shall not have any right to Lenderwithdraw or direct payment of funds from the Lockbox Account or otherwise administer the Lockbox Account, to transfer to the Cash Management Account in immediately available and all funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout shall be disbursed as hereinafter provided in Section 3.1.4 below, until the term expiration of the Loanapplicable Lockbox Period. (d) Notwithstanding Section 3.1.2(c) above, Borrower acknowledges and agrees that Lender has the right to debit the Lockbox Account as described in Section 2.11.3 above regardless of whether a Lockbox Trigger Event has occurred and regardless of whether a Lockbox Period is in existence.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerBehringer Harvard 0000 X Xxxxxx, LLC, for the benefit of Xxxxxx XXX Inc. as Borrower, and Greenwich Capital Financial ProductsBear Xxxxxxx Commercial Mortgage, their successors and assignsInc., as Lender, pursuant to Amended and Restated Loan Agreement dated as of April __October 18, 2007-2006 - Lockbox Account”. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Borrower shall, or shall cause Property Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Property Manager to, deposit all amounts received by Borrower or Property Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto, and except for the rights of the Lockbox Bank under the Lockbox Agreement. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerRPT Seattle East Industrial, LLC, as Borrower for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsJPMorgan Chase Bank, their successors and assignsNational Association, as Lender, pursuant to Loan Agreement dated as of April December ____, 2007-2019 – Lockbox Account”. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, deliver written instructions Tenant Direction Letters to all tenants Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on 35 0107842.0726822 4821-7262-8396v10 deposit in the Lockbox Account (less the reasonable fees of the Lockbox Bank) once every Business Day throughout during the term continuance of a Cash Sweep Period. (d) Provided that no Cash Sweep Event has occurred and is continuing, any and all funds in the Lockbox Account shall be transferred to an account designated by Borrower on each Business Day. Except as set forth in this Section 2.7.1, Borrower shall have no rights to make withdrawals from the Lockbox Account. (e) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the LoanDebt in any order in its sole discretion. (f) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (g) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (h) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) If the Tranche B Funding occurs, on or before the Tranche B Funding Date the Parties shall enter into the Lockbox Agreement with the Lockbox Bank. (b) If the Tranche B Funding occurs, on or before the Tranche B Funding Date (i) the Lender shall establish the Lender Concentration Account and (ii) Borrower shall establish and maintain a segregated Eligible the Company Concentration Account. The Lender Concentration Account (the “Lockbox Account”) with Lockbox Bank in trust shall be held solely for the benefit of the Lender, which Lockbox subject to the terms and conditions of this Agreement. The Lender shall have immediate and full access to any funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North Tower, LLC, held solely for the benefit of Xxxxxx XXX Inc. Borrower, subject to the terms and Greenwich Capital Financial Productsconditions of this Agreement, their successors the Security Agreement and assignsthe other Transaction Documents. Subject to the terms and conditions of this Agreement, as Lenderthe Security Agreement and the other Transaction Documents, pursuant Borrower shall have immediate and full access to Loan Agreement dated as any funds held in the Company Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever other than those of April __the Lockbox Bank; provided, 2007-Lockbox Account”. Borrower however, that nothing herein shall (i) hereby grants affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereofunder this Agreement, and or (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify manner limit the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender recourse of the account number thereof. Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) If the Tranche B Funding occurs, from and Servicer shall have after the sole right to make withdrawals Tranche B Funding Date: (i) sweeps from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower.made pursuant to Exhibit H; (bii) Borrower shallshall pay all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account; (iii) with respect to any License Agreement, In License or invoice entered into or issued by Borrower in relation thereto, Borrower shall cause Manager toimmediately (A) notify the applicable Contract Party to remit to the Lockbox Account when due all Royalties that are due and payable to Borrower in respect of or derived from such License Agreement, deliver In License or invoice and (B) in each case, provide to the Lender a copy of each such notification; (iv) Borrower shall have no right to terminate the Lockbox Account without Lender’s prior written instructions consent; provided, however, that any such consent, which the Lender may grant or withhold in its discretion, shall be subject to the satisfaction of each of the following conditions to the satisfaction of the Lender: (A) the successor Lockbox Bank shall be acceptable to the Lender, (B) the Lender, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of the Lockbox Agreement initially entered into and such agreement shall be considered the “Lockbox Agreement” under this Agreement and the other Loan Documents, (C) all tenants under Leases funds and items in the accounts subject to deliver the Lockbox Agreement to be terminated shall be transferred to the new accounts held at the successor Lockbox Bank prior to the termination of the then existing Lockbox Bank and (D) the Lender shall have received evidence that all Rents payable thereunder directly of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank; (v) all Gross Payments shall be paid into the Lockbox Account or to any other account(s) designated in writing by the Lender(s) to Borrower, and amounts deposited therein shall be treated as described in Exhibit H; (vi) Borrower shall pay voluntary prepayments made at the election of Borrower in accordance with Section 3.02(a) or any payment made in accordance with the last sentence of Section 4.01(b) to the Lockbox Account. Borrower shall; and (vii) in the event any party to a License Agreement, and shall cause Manager toincluding any party to a Future License, deposit all amounts received by remits any Royalties directly to Borrower or Manager constituting Rents and/or other Gross Income from Operations into otherwise except to the Lockbox Account, Borrower shall immediately (A) remit any such Royalties to the Lockbox Account within one (1or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such Royalties by wire transfer of immediately available funds directly to Lender Bank Account), (B) Business Day after receiptnotify such party to remit any future Royalties to the Lockbox Account and (C) provide to the Lender a copy of such notice. (cd) Borrower shall obtain Any payments, other than from funds paid to the Lender from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to LenderLender Concentration Account, to transfer be made by Borrower to the Cash Management Account in Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to the Lender Bank Account. (e) Within [*****] following delivery to the Lender by federal wire transfer all amounts on deposit in Borrower of the Lockbox Account once every Business Day throughout Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the LoanLoans, to the extent that either the Lender or Borrower has determined that there is a discrepancy as to the amounts paid to the Lender hereunder for such calendar year, then the Party who has made such determination may notify the other Party in writing of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event that a Lender or Borrower delivers to the other Party a Discrepancy Notice, such Lender and Borrower shall meet in person or by telephone conference as specified by such Lender [*****] (or such other time as mutually agreed by the Parties) after the receiving Party has received a Discrepancy Notice to resolve in good faith such discrepancy. If the discrepancy has been resolved and, as a result thereof, it is determined that a payment is owing by the Lender to Borrower or by Borrower to Lender, then the Party owing such payment shall promptly pay such payment to the other Party. If, within [*****] after receipt of the Discrepancy Notice, Borrower and the Lender cannot resolve any such discrepancies, then Lender and Borrower shall promptly instruct their respective firms of independent certified public accountants to select, within [*****] thereafter, a third internationally recognized accounting firm (the “Independent Accountants”). After offering Borrower and its representatives and the Lender and their representatives the opportunity to present their positions as to the disputed items, which opportunity shall not extend for more than [*****] after the Independent Accountants have been selected, the Independent Accountants shall review the disputed matters and the materials submitted by Borrower and the Lender and, as promptly as practicable, deliver to Borrower and the Lender a statement in writing setting forth its determination of the proper treatment of the discrepancies as to which there was disagreement, and that determination will be final and binding upon the Parties without any further right of appeal. If Borrower has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, Borrower will bear all the charges of the Independent Accountants. If a Lender has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, such Lender will bear all the charges of the Independent Accountants unless the Independent Accountants determine that the amounts paid to the Lender for the applicable calendar year underpaid the Lender by an amount equal or in excess of [*****] of the amounts determined to be due to the Lender for such calendar year, in which event Borrower shall bear all of the charges of the Independent Accountants.

Lockbox Account. (a) Borrower shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerHRHH Development Transferee, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsColumn Financial, their Inc., its successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-and/or assigns — Lockbox Account”” or such other title as shall be reasonably acceptable to Lender and the applicable Lockbox Bank. Borrower (i) 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 (ii) will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not thereof and entering into a deposit account control agreement with Lockbox Bank and Lender in any way alter a form or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereofforms reasonably acceptable to Lender. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account for application pursuant to the terms of this Agreement and all reasonable costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. (b) Borrower shall, or shall cause Manager (if applicable) to, deliver irrevocable written instructions to all commercial tenants under Leases of space at the Property to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager (if applicable) to, deposit all amounts received by Borrower or Manager (if applicable) constituting Rents and/or (including Rents from all non-commercial tenants under Leases of space at the Property) or any other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. (d) Borrower and Lender agree that, notwithstanding the foregoing Sections 2.6.2 (a), (b) and (c), on the Closing Date Borrower shall not be obligated to establish or maintain the Lockbox Account, provided, however, Lender shall have the right, at any time 1. Notwithstanding the foregoing, Borrower shall, or shall cause Manager (if applicable) to deposit, on the date of receipt, or if received subsequent to 3:00 pm New York time, not later than the Business Day following receipt, (i) to the Cash Management Account at all times prior to the Lockbox Implementation Date, or (ii) to the Lockbox Account on and after the Lockbox Implementation Date, any and all income and proceeds from the Property of any kind or nature paid to or received by or on behalf of Borrower from any source.

Lockbox Account. (a) Borrower The Servicer shall establish and maintain a segregated Eligible Lockbox Account (identified as “the “Lockbox Account”) with Lockbox Bank Account for Xxxxxx Master Facility Agreement, in trust for the benefit of LenderSeries 2000-A Secured Parties” on behalf of, and in the name of, MLR IV LLC, which Lockbox Account shall be under the sole dominion and control of Lenderan Eligible Bank Account. The Lockbox Account shall be entitled “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right direct each User to make withdrawals from all payments with respect to the Lockbox Account and all costs and expenses for establishing and maintaining Series 2000-A Contracts which are due after the Lockbox Account shall be paid by Borrower. (b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder related Pledge Date directly to the Lockbox Account. Borrower shallAny notice delivered pursuant to the preceding sentence of this Section 3.09 after the date hereof shall provide that (i) it is irrevocable except by, or a notice accompanied by written consent of, the Series Controlling Party and (ii) the User will only be discharged from its obligations under the Series 2000-A Contract to the extent payments are sent to the Lockbox Account. (b) The Servicer shall issue and maintain a standing instruction to the Lockbox Bank under the Lockbox Agreement to the effect that (x) on each Business Day the Lockbox Bank shall (i) cause Manager to, deposit all amounts items received by Borrower or Manager constituting Rents and/or other Gross Income from Operations in the post-office box related to the Lockbox Account since the preceding Business Day relating to the Series 2000-A Contracts to be deposited into the Lockbox Account, and (ii) remit by electronic funds transfer, into the Series 2000-A Facility Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately all available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout and (y) if the term Lockbox Bank receives a written notice from the Series Controlling Party stating that a Series Event of Default has occurred hereunder, the Lockbox Bank shall thereafter follow such directions as it may thereafter receive from the Series Controlling Party with respect to Collections on the Series 2000-A Contracts, and shall not thereafter follow any directions of the LoanServicer (unless otherwise directed by the Series Controlling Party). Such standing instruction shall be evidenced by an agreement with the Lockbox Bank in form and substance acceptable to the Series Controlling Party. The Servicer will transfer any payments it receives directly rather than by payment to the Lockbox Account by or on behalf of the Users pursuant to the Series 2000-A Contracts and all Recoveries in respect thereof to the Series 2000-A Facility Account immediately upon receipt thereof. (c) Neither the Servicer, any Obligor nor any Affiliate thereof shall direct or shall have directed any payments to be remitted to the Lockbox Account unless such payments relate to the Series 2000-A Contracts, or to Contracts relating to other Series of Notes assigned to Group B.

Lockbox Account. (a) Borrower shall establish execute and maintain deliver the Lockbox Agreement and shall direct the Operating Lessee and Manager to deposit all Operating Revenue from the Project within one (1) Business Day after receipt in a segregated Eligible Account deposit account in the name of the Project with a national banking institution approved by Lender. All proceeds in such Project account, after payment of Operating Expenses for such week in accordance with the annual budget approved by Lender and maintenance of a $50,000.00 minimum balance, shall be swept weekly into an account designated and controlled by Lender (the “"LOCKBOX ACCOUNT") established at an institution satisfactory to Lender (the "LOCKBOX BANK") pursuant to the Lockbox Account”) with Lockbox Bank Agreement. Until expended or applied, amounts held in trust for the benefit of Lender, which Lockbox Account shall be under constitute additional security for the sole dominion Debt. (b) Prior to the occurrence of a Trigger Event, Borrower shall use and control of Lender. The apply the funds deposited into the Lockbox Account to pay Debt Service, escrows required hereunder, Operating Expenses of the Project, and otherwise as it may determine. Upon the occurrence of a Trigger Event and until a Trigger Event Cure, Borrower shall not be entitled to make any withdrawals from the Lockbox Account and funds shall be entitled “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) hereby grants distributed to Lender for application in accordance with the Loan Documents. Lender shall have a first priority perfected security interest in the Lockbox Account and all deposits at any time contained therein sums deposited therein. Borrower shall pay all costs and the proceeds thereof, expenses in connection with establishing and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in administering the Lockbox Account. (c) Upon the occurrence of an Event of Default, including executing Lender may direct that Borrower deposit, and filing UCC-1 Financing Statements Borrower shall instruct Operating Lessee and continuations thereof. Borrower will not in any way alter or modify Manager to deposit, all Operating Revenue for the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in Project directly into the Lockbox Account and will notify Lender of the 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) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form receipt Lender may apply any sums then held and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit thereafter deposited in the Lockbox Account once every Business Day throughout to the term payment of the LoanDebt in any order in its sole discretion.

Lockbox Account. (a) Borrower shall establish open and maintain a segregated Eligible Account with Bank an account (the “Lockbox "Collateral Account”") with Lockbox into which all funds received by Borrower from any source shall immediately be deposited. Borrower shall direct all 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, over which Bank shall have exclusive and unrestricted access. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Collateral Account. Borrower shall direct all account debtors or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Collateral Account. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the benefit directions to make payments to the post office box or Collateral Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Collateral Account. Borrower irrevocably authorizes Bank to transfer to the Collateral 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 except for accounts opened in the ordinary course of Lenderbusiness from which all funds are transferred on a daily basis to the Collateral Account. Bank shall have all right, title and interest in all of the items from time to time in the Collateral Account and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right in or control over the use of, or any right to withdraw any amount from, the Collateral Account, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerBank; provided, LLChowever, for the benefit that so long as no Event of Xxxxxx XXX Inc. Default has occurred and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. is continuing Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Collateral Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. (b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit use in the Lockbox Account once every Business Day throughout ordinary course of business or for purposes not prohibited by the term terms of the Loanthis Agreement.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”"LOCKBOX ACCOUNT") with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North Tower"Behringer Harvard Downtown Plaza LP, LLCas Borrower, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsBear Xxxxxxx Commercial Mortgage, their successors and assignsInc., as Lender, pursuant to Loan Agreement dated as of April __June 14, 2007-2005 - Lockbox Account”". Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Borrower shall, or shall cause Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day during the continuance of a Cash Trap Event Period throughout the term of the Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto, and except for the rights of the Lockbox Bank under the Lockbox Agreement. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower Borrowers shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerHRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC and HRHH Gaming, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsColumn Financial, their Inc., its successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-and/or assigns - Lockbox Account”” or such other title as shall be reasonably acceptable to Lender and the applicable Lockbox Bank. Each Borrower (i) 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 (ii) will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account for application pursuant to the terms of this Agreement and all reasonable costs and expenses for establishing and maintaining the Lockbox Account shall be paid by BorrowerBorrowers. (b) Each Borrower shall, or shall cause its Manager and/or Sub-Manager, as applicable, to, deliver irrevocable written instructions to all commercial tenants under Leases of space at such Borrower’s Property (including, without limitation, the HRHI Lease) to deliver all Rents payable thereunder directly to the Lockbox Account. Hotel/Casino Borrower shall, and or shall cause Manager HRHI to, deposit deliver irrevocable written instructions to the Gaming Operator to deliver all amounts received by Borrower or Manager constituting Rents income and/or other Gross Income from Operations into proceeds payable under the Gaming Sublease to HRHI directly to the Lockbox Account within one (1) Business Day after receipt. (c) on account of the payments due from HRHI to Hotel/Casino Borrower under the HRHI Lease. Hotel/Casino Borrower shall obtain from deliver irrevocable written instructions to HRHI, as the Lockbox Bank its agreement, in form and substance reasonably satisfactory to LenderLiquor Manager, to transfer deliver an amount equal to all revenues earned by Liquor Manager pursuant to the Cash Liquor Management Account in immediately available funds by federal wire transfer all amounts on deposit in Agreement to the Lockbox Account once every Business Day throughout the term on account of the Loan.payments due from HRHI to Hotel/

Lockbox Account. (a) Borrower Borrowers shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerHRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC and HRHH Gaming, LLC, for the benefit of Xxxxxx XXX Vegas HR Private Limited and Trimont Real Estate Advisors, Inc. and Greenwich Capital Financial Productsas Agent, their respective successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-and/or assigns — Lockbox Account”” or such other title as shall be reasonably acceptable to Lender and the applicable Lockbox Bank. Each Borrower (i) 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 (ii) will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account for application pursuant to the terms of this Agreement and all reasonable costs and expenses for establishing and maintaining the Lockbox Account shall be paid by BorrowerBorrowers. (b) Each Borrower shall, or shall cause its Manager toand HRHI , to (i) deliver irrevocable written instructions to (A) all non-residential tenants under Leases of space at such Borrower’s Property, instructing such tenants to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shallAccount and (B) each of the credit card companies or credit card clearing banks with which such Borrower, and shall cause Manager toor HRHI has entered into merchant’s agreements, deposit instructing such credit card companies or credit card clearing banks to deliver all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into receipts payable with respect to any Property directly to the Lockbox Account within one and (1ii) Business Day after receiptdirect (A) all licensors or sublicensors of the IP (or any portion thereof) and any party to a sponsorship agreement with any Borrower pursuant to which such party pays such Borrower(s) certain amounts in exchange for certain rights granted to such party by such Borrower(s) and (B) all Persons that maintain open accounts with such Borrower, Manager or HRHI, as applicable, or with whom such Borrower, Manager or HRHI, as applicable, does business on an “accounts receivable” basis with respect to any Property or HRHI’s liquor management services at the Hotel/Casino Property, to deliver all payments due under such accounts directly to the Lockbox Account (and neither any Borrower, Manager nor HRHI shall direct any such Person to make payments due under such account in any other manner). Without the prior written consent of Lender or Servicer, neither Manager, any Borrower nor HRHI, as applicable, shall (x) terminate, amend, revoke or modify any direction letter described in clause (i)(A) above, any credit card company direction letter or credit card bank payment direction letter described in clause (i)(B) above and/or any other direction letter described in clause (ii) above or (y) direct or cause any Person (including, without limitation, any Tenant, any credit card company or credit card clearing bank, any licensor or sublicensor of the IP (or any portion thereof), any party to any sponsorship agreement, or any other Person that maintains open accounts with any Borrower, Manager or HRHI (or with whom such Borrower, Manager or HRHI does business on an “accounts receivable” basis) to pay any Rent or other amounts payable to such Borrower, Manager or HRHI in any manner other than by wire transfer to the Lockbox Account. (c) Without limiting the provisions of the preceding clause (b), Gaming Borrower shall obtain from collect and account for all cash receipts attributable to gaming activities at the Property at the end of each Gaming Day (such cash receipts, the “Prior Day’s Cash Receipts”). All such Prior Day’s Cash Receipts shall be held by Gaming Borrower in the Gaming Account, provided that on or prior to 4:00 p.m. Las Vegas time on the calendar day on which such Gaming Day shall end (or if such calendar day is not a Business Day the first Business Day immediately following the Gaming Day on which the applicable Prior Day’s Cash Receipts were collected) (any such day, the “Gaming Revenue Disbursement Date”) Gaming Borrower shall deposit into the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to Account the amount by which the sum of all Prior Day’s Cash Management Account in immediately available Receipts together with the balance of funds by federal wire transfer all amounts on deposit in the Gaming Account exceeds the Minimum Gaming Account Balance. For avoidance of doubt and for illustration purposes only, in the event the Prior Day’s Cash Receipts relate to cash receipts attributable to gaming activities at the Property on the Gaming Day commencing at 3:00 a.m. Las Vegas time on Tuesday, January 12, 2010 and ending at 2:59 a.m. Las Vegas time on Wednesday, January 13, 2010, then on or prior to 4:00 p.m. Las Vegas time on January 13, 2010 Borrower shall deposit into the Lockbox Account once every Business Day throughout the term amount by which the sum of all Prior Day’s Cash Receipts together with the Loanbalance of funds on deposit in the Gaming Account exceeds the Minimum Gaming Account Balance.

Lockbox Account. (a) Each Individual Borrower shall establish and maintain a segregated Eligible Account an account (individually or collectively as the context requires, the “Lockbox Account”) with a Lockbox Bank acceptable to Lender and Agent in their reasonable discretion, in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerInland Diversified Omaha Whispering Ridge, LLCL.L.C. as Borrower and JPMorgan Chase Bank, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assignsN.A., as Lender, pursuant to Loan Agreement dated as of April __September 1, 2007-2010 – Lockbox Account”, “Inland Diversified Lake City Commons, L.L.C. as Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of September 1, 2010 – Lockbox Account” and “Inland Diversified Elk Grove Calvine, L.L.C. as Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of September 1, 2010 – Lockbox Account”, as applicable. Each Individual Borrower, Lender and Lockbox Bank shall execute a Lockbox Agreement in form and substance acceptable to Lender whereby such Individual Borrower (i) hereby grants shall grant to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will agrees take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter Lender (or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer on Lender’s behalf) 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Each Individual Borrower shall, or shall cause Manager to, to deliver written instructions notice to all tenants Tenants under Leases at its applicable Individual Property directing such Tenants to deliver all Rents payable thereunder directly to the Lockbox AccountAccount (a “Tenant Direction Letter”). Each Individual Borrower shall, and shall cause Manager to, deposit all amounts received by such Individual Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one two (12) Business Day Days after receiptreceipt thereof. (c) Borrower shall obtain from Prior to a Cash Sweep Event, funds in the Lockbox Account shall be transferred daily to an account maintained by Borrower and under Borrower’s dominion and control. Notwithstanding the foregoing, during a Cash Sweep Period, Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to shall transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. Following a Cash Sweep Event Cure, such sweep to the Cash Management Account shall be terminated and funds in the Lockbox Account again shall be transferred to an account maintained by Borrower and under Borrower’s dominion and control pursuant to Borrower’s written instruction. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, any Affiliate of Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of LenderLender as more fully described in the Lockbox Agreement. The Lockbox Account shall be entitled “North TowerARG FEMRGWV001, LLCLLC et al LB FBO Column Financial, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, Citi Real Estate Funding Inc. and their successors and assigns, assigns as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) 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, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid. The Lockbox Account shall at all times be an Eligible Account. The Lockbox Account shall be treated as a “deposit account” as such term is defined in Section 9-102(i) of the Uniform Commercial Code of the State of New York, as amended from time to time. (ba) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, deliver written instructions Tenant Direction Letters to all tenants Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other into the Lockbox Account within two (2) Business Days after receipt. Without in any way limiting the foregoing, if Borrower or Manager receives any Gross Income from Operations into Operations, including, without limitation, Rents from residential Tenants, then (i) such amounts shall be deemed to be collateral for the Debt and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager and (iii) Borrower or Manager shall deposit such amounts in the Lockbox Account within one (1) Business Day after of receipt. (cb) Borrower shall obtain from On each Business Day, all funds on deposit in the Lockbox Account shall be transferred to the Cash Management Account pursuant to the Cash Management Agreement. Pursuant to the Lockbox Agreement, Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to shall transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout Day. (c) Upon the term occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then on deposit in the Lockbox Account to the payment of the LoanDebt in any order in its sole discretion. (d) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (e) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any Lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower has established and, during the term of the Loan, shall establish and maintain a one or more segregated Eligible Account Accounts (collectively, the “Lockbox Account”) with Lockbox Bank titled as set forth in the applicable Lockbox Agreement and, which Lockbox Account is in trust for the benefit of Lender, which Lockbox Account Lender and shall be under the sole dominion and control of Lender. The Lender to the extent set forth in the Lockbox Account shall be entitled “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”Agreement. Borrower (i) 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, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements UCC‑1 financing statements and continuations thereof. Borrower will not in any way alter or modify Such financing statements may describe as the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender collateral covered thereby “all assets of the account number thereofdebtor, whether now owned or hereafter acquired” or words to that effect. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account in accordance with and all subject to the Lockbox Agreement. All costs and expenses for of establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager on behalf of Borrower, respectively, to, deposit all amounts received by Borrower or Manager constituting Rents and/or (other Gross Income than security deposits unless and until the same are forfeited by the applicable Tenant) from Operations the Properties into the Lockbox Account within one five (15) Business Day Days after receiptreceipt thereof. For the avoidance of doubt, (x) Borrower shall not be required to cause or direct Tenants to deposit Rents directly into the Lockbox Account and (y) (A) capital contributions of the owners of Borrower and (B) payment of Required REIT Distributions during an Event of Default from equity or sources other than Excess Cash Flow and/or the Properties shall not constitute Rents. (c) Borrower shall obtain has obtained from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer upon notice from Lender to Lockbox Bank of a Cash Sweep Period (the “Cash Sweep Period Instructions”), all amounts on deposit in the Lockbox Account once every (other than a reasonable peg balance and the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) in accordance with the Cash Sweep Period Instructions, which Cash Sweep Period Instructions may require up to two (2) transfers per week to the Cash Management Account. Upon a Cash Sweep Cure Date, Lender shall, within three (3) Business Day throughout Days, provide notice to the Lockbox Bank that the Cash Sweep Period Instructions are no longer in effect and that all amounts on deposit in the Lockbox Account shall be transferred by the Lockbox Bank to an account designated by Borrower (together with any other account of Borrower (other than the Lockbox Account) each, a “Non-Pledged Account”). In the event a Cash Sweep Period is not in effect, all amounts on deposit in the Lockbox Account shall be transferred by the applicable Lockbox Bank to one or more Non-Pledged Accounts. Notwithstanding anything to the contrary contained herein, any amounts contained in the Non-Pledged Accounts shall not be collateral for the Loan or subject to any restrictions or limitations set forth in the Loan Documents. (d) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in such order and priority as Lender shall determine in its sole discretion; provided, however, unless a Priority Payment Cessation Event has occurred and is continuing, the Lender shall continue to make Priority Waterfall Payments to the extent of funds available therefore in the Lockbox Account. (e) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statement, except those naming Lender as the secured party, to be filed with respect thereto. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Losses arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established. (g) Notwithstanding anything to the contrary in this Agreement or the other Loan Documents and so long as a Cash Sweep Period does not then exist, Borrower shall be permitted, without the consent of Lender, but with not less than ten (10) Business Days’ prior notice to, Lender, to close any individual Lockbox Account (provided that such notice period may be shortened or such notice period may be provided concurrently in the event the Lockbox Bank ceases to be an Eligible Institution (or Borrower reasonably believes such cessation is reasonably likely to occur)) (collectively, a “Lockbox Consolidation”). Lender shall, at the request of Borrower, direct the Lockbox Bank to terminate the Lockbox Agreement in connection with a Lockbox Consolidation with respect to the applicable Lockbox Account to the extent required by Lockbox Bank, and otherwise reasonably cooperate with Borrower (at Borrower’s sole cost and expense) in order to effectuate any Lockbox Consolidation. (h) Notwithstanding anything to the contrary contained herein, Borrower shall have the right, without the consent of Lender, to establish and maintain during the term of the LoanLoan one or more additional Lockbox Accounts with one or more Lockbox Banks (each such new Lockbox Account, a “New Lockbox Account”) provided that each such New Lockbox Accounts satisfy the requirements of this Section 2.7.1. Upon the establishment of a New Lockbox Account, such New Lockbox Account shall be considered a Lockbox Account pursuant to the terms of this Agreement.

Lockbox Account. (a) Borrower has established the Lockbox Account pursuant to and in accordance with the Lockbox Agreement. Borrower and Manager (if any) shall not change the Lockbox Account or the depository institution holding any such Lockbox Account, except in accordance with the terms and conditions of the Lockbox Agreement and the Loan Agreement. Borrower agrees to pay the fees of Deposit Bank in accordance with the customary fees charged by Deposit Bank for the services described herein, as such fees are established from time to time. (b) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager to, immediately deposit all revenue derived from the Property and received by Borrower or Manager, as the case may be, into the Lockbox Account; (ii) Borrower shall instruct Manager to immediately deposit (A) all revenue derived from the Property collected by Manager, if any, pursuant to the Management Agreement (or otherwise) into the Lockbox Account and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Property) into the Lockbox Account; (iii) (A) on or before the Closing Date, Borrower shall have sent (and hereby represents that it has sent) a notice, substantially in the form of Exhibit A attached hereto, to all Tenants now occupying space at the Property directing them to pay all Rent and other sums due under the Lease to which they are a party into the Lockbox Account (such notice, the “Tenant Direction Notice”), (B) simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice, and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iv) there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited; and (v) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Property. If notwithstanding the provisions of this Section 3(a), Borrower receives any Rents and/or other revenues from the Property, such Rents and/or other revenues shall be deemed to be collateral and (A) Borrower shall hold such Rents and/or other revenues in trust for the benefit, and as the property, of Lender pursuant to the Mortgage and shall not be commingled with any other funds or property of Borrower and (B) Borrower shall deposit with the Lockbox Bank within one (1) Business Day of receipt all such Rents and/or other revenues received by Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section without Lender’s prior written consent. (c) Borrower shall establish and maintain a segregated Eligible the Lockbox Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit term of Lenderthe Loan, which Lockbox Account shall be under the sole dominion and control of LenderLender (subject to the terms hereof and of the Lockbox Agreement). The Lockbox Account shall be entitled “North Tower, LLC, for have a title evidencing the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as foregoing in a manner reasonably acceptable to Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 . Borrower hereby authorizes Lender to file UCC Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a thereof to perfect Lender’s security interest in its interest in the Lockbox Account and will notify Lender of all deposits at any time contained therein and the account number proceeds thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all All costs and expenses for establishing and maintaining the Lockbox Account (or any successor thereto) shall be paid by Borrower. . All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. Borrower shall not alter or modify either the Lockbox Account or the Lockbox Agreement, in each case without the prior written consent of Lender. The Lockbox Agreement shall provide (band Borrower shall provide) Borrower shallLender online access to bank and other financial statements relating to the Lockbox Account (including, without limitation, a listing of the receipts being collected therein). In connection with any Secondary Market Transaction, Lender shall have the right to cause the Lockbox Account to be entitled with such other designation as Lender may select to reflect an assignment or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly transfer of Lender’s rights and/or interests with respect to the Lockbox Account. Lender shall provide Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into with prompt written notice of any such renaming of the Lockbox Account within one (1) Business Day after receipt. (c) Account. Borrower shall obtain from the Lockbox Bank its agreementnot further pledge, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit assign or grant any security interest in the Lockbox Account once every Business Day throughout or the term monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. The Lockbox Account (i) shall be an Eligible Account and (ii) shall not be commingled with other monies held by Borrower or Lockbox Bank. Upon (A) Lockbox Bank ceasing to be an Eligible Institution, (B) the Lockbox Account ceasing to be an Eligible Account, (C) any resignation by Lockbox Bank or termination of the LoanLockbox Agreement by Lockbox Bank or Lender and/or (D) the occurrence and continuance of an Event of Default, Borrower shall, within fifteen (15) days of Lender’s request, (1) terminate the existing Lockbox Agreement, (2) appoint a new Lockbox Bank (which such Lockbox Bank shall (I) be an Eligible Institution, (II) other than during the continuance of an Event of Default, be selected by Borrower and approved by Lender and (III) during the continuance of an Event of Default, be selected by Lender), (3) cause such Lockbox Bank to open a new Lockbox Account (which such account shall be an Eligible Account) and enter into a new Lockbox Agreement with Lender on substantially the same terms and conditions as the previous Lockbox Agreement and (4) send new Tenant Direction Notices and the other notices required pursuant to the terms hereof relating to such new Lockbox Agreement and Lockbox Account. Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake any action required of Borrower under this Section 2.7 in the name of Borrower in the event Borrower fails to do the same. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked.

Lockbox Account. (a) Borrower shall establish First Union, in its capacity of Lockbox Bank, hereby acknowledges and maintain a segregated Eligible agrees that any and all Trust Receivables (as defined below) received by First Union or deposited into the Lockbox Account (as defined below) shall be transferred by First Union to the “Collection Account (as defined in the Underlying Transaction Documents) to be distributed in accordance with the Underlying Transaction Documents. First Union further acknowledges and agrees that it may not exercise, and hereby expressly waives, any rights of set off, recoupment, banker's lien, statutory lien or any similar rights pursuant to any applicable law or in equity against the Trust Receivables received by First Union, in its capacity of Lockbox Bank, or deposited into the Lockbox Account”; provided, however, that if any checks, money orders, drafts, collection remittances and other instruments (collectively, "CHECKS") relating to Trust Receivables paid to the Collection Account are returned unpaid or otherwise dishonored, First Union, in its capacity of Lockbox Bank, shall have the right to charge any and all such returned or dishonored Checks (together with Lockbox Bank in trust for all customary service charges and other fees related thereto) against the benefit of Lender, which Lockbox Account or to demand reimbursement therefor directly from Borrower, or if neither of the foregoing reimburses First Union, then upon notice delivered to the Senior Lien Holder and FSA prior to the Final Insurance Termination Date, First Union, in its capacity of Lockbox Bank, may obtain reimbursement from the Collection Account, the Master Spread Account or to the extent funds on account for such dishonored checks actually were received in the Collection Account, in the Master Spread Account or by FSA. (b) First Union, in its capacity of Lockbox Bank, shall be under send to each of Senior Lien Holder only upon written request of Senior Lien Holder and FSA copies of all returned and dishonored Checks relating to Trust Receivables promptly upon (and, in any event, within ten days following) First Union's receipt thereof, and upon Senior Lien Xxxxxx'x xx FSA's request First Union, in its capacity of Lockbox Bank, shall provide each of Senior Lien Holder and FSA with copies of the sole dominion regular monthly bank statements provided to Borrower or its Affiliates or Issuer or its Affiliate and control of Lender. The such other information relating to the Lockbox Account as shall reasonably be entitled “North Towerrequested by Senior Lien Holder or FSA. First Union, LLCin its capacity of Lockbox Bank, for the benefit shall also deliver a copy of Xxxxxx XXX Inc. all notices and Greenwich Capital Financial Products, their successors and assigns, as Lender, statements required to be sent pursuant to Loan Agreement dated any agreement governing or related to the Lockbox Account (including any Lockbox agreements executed in connection therewith) to Senior Lien Holder and FSA at such times as provided therein. (c) For the purposes of April __this Section 1.3, 2007-Lockbox Account”. Borrower the term (i) hereby grants to Lender a first priority security interest in the Lockbox Account "LOCKBOX ACCOUNT" shall mean any and all deposits at any time contained therein and lockbox or other accounts established with First Union by Borrower, Borrower's Affiliates, the proceeds thereofIssuers or the Issuers' Affiliates, and (ii) will take "TRUST RECEIVABLES" shall mean each of (A) any and all actions necessary to maintain payments made or amounts paid in favor of Lender a perfected first priority security interest in connection with the Lockbox AccountContracts, including executing and filing UCC-1 Financing Statements (B) any and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals all proceeds from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrowerrepossession or other disposition of any Vehicle made in connection with a delinquent Contract. (b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.

Lockbox Account. (a) During the term of the Loan, Borrower shall cause Master Lessee to establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Borrower and of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerXxxxx National HP N-Xxxxxxx MT, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsJPMorgan Chase Bank, their successors and assignsNational Association, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lender - Lockbox Account”. Borrower (i) hereby grants Master Lessee shall grant to Lender Borrower, as security for Master Lessee’s obligations under the Master Lease, a first 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 Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and (ii) interest in and to 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 executing and including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all All costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower or Master Lessee. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for Master Lessee’s obligations under the Master Lease, and, to the extent of Borrower’s interest therein, additional security for the Debt; provided that, unless a Cash Sweep Period is in effect, all funds in the Lockbox Account, less the reasonable fees of the Lockbox Bank and any minimum balance required to be maintained therein, shall be wire transferred each Business Day to Master Lessee’s operating account specified pursuant to the Lockbox Agreement. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid or defeased in full. (b) Pursuant to the Cash Management Agreement, Borrower shall, or shall cause Master Lessee to or to cause Manager to, (i) deliver written instructions Credit Card Direction Letters to each of the Credit Card Companies to deliver all receipts payable with respect to the Property directly to the Lockbox Account, (ii) deliver Tenant Direction Letters to all tenants under commercial Leases to deliver all Rents payable thereunder directly to the Lockbox Account and (iii) deposit all Rents payable under the Master Lease directly to the Lockbox Account. Borrower shall, and shall cause Master Lessee to or to cause Manager to, deposit all amounts received by Borrower Borrower, Master Lessee or Manager constituting Rents and/or (other Gross Income from Operations than operating cash, not in excess of $5,000, retained for the purpose of the day-to-day operations of the Property) into the Lockbox Account within one two (12) Business Day Days after receiptreceipt thereof. (c) Borrower Master Lessee shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout during a Cash Sweep Period. (d) If Lender has accelerated the term Loan as a result of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the LoanDebt in any order in its sole discretion, except that Lender shall in any event make any Collected Taxes available for payment to the relevant taxing authority to the extent required to be so remitted. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Master Lessee, Manager or Lockbox Bank and shall be an Eligible Account. (f) Master Lessee shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or authorize any UCC-1 Financing Statements, except those naming Lender as the secured party and Borrower as Lender’s assignor, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower shall shall, simultaneously herewith, establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with a Lockbox Bank acceptable to Lender and Agent in their reasonable discretion in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerInland Diversified Shreveport Regal Court, LLCL.L.C., for a Delaware limited liability company, as Borrower and JPMorgan Chase Bank, N.A., a banking association chartered under the benefit laws of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assignsthe United States of America, as Lender, pursuant to Loan Agreement dated as of April __May 19, 2007-2010 – Lockbox Account”. Borrower, Lender and Lockbox Bank shall execute a Lockbox Agreement in form and substance acceptable to Lender whereby Borrower (i) hereby grants shall grant to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will agrees take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter Lender (or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer on Lender’s behalf) 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, deliver written instructions notice to all tenants Tenants under Leases directing such Tenants to deliver all Rents payable 90526285v7 thereunder directly to the Lockbox AccountAccount (a “Tenant Direction Letter”). Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one two (12) Business Day Days after receiptreceipt thereof. (c) Borrower shall obtain from Prior to a Cash Sweep Event, funds in the Lockbox Account shall be transferred daily to an account maintained by Borrower and under Borrower’s dominion and control. Notwithstanding the foregoing, during a Cash Sweep Period, Lockbox Bank its agreementshall transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. Following a Cash Sweep Event Cure, such sweep to the Cash Management Account shall be terminated and funds in form the Lockbox Account again shall be transferred to an account maintained by Borrower and substance reasonably satisfactory under Borrower’s dominion and control pursuant to LenderBorrower’s written instruction. Notwithstanding anything to the contrary contained in this Section 2.7.1(c), to if a Permitted Paydown Event has not occurred on or before October 1, 2010, Lockbox Bank shall transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, any Affiliate of Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower The Servicer shall establish and maintain a segregated Eligible Lockbox Account (identified as “the “Lockbox Account”) with Lockbox Bank Account for Xxxxxx Master Facility Agreement, in trust for the benefit of LenderSeries 2002-A Secured Parties” on behalf of, and in the name of, MLR II LLC, which Lockbox Account shall be under the sole dominion and control of Lenderan Eligible Bank Account. The Lockbox Account shall be entitled “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right direct each User to make withdrawals from all payments with respect to the Lockbox Account and all costs and expenses for establishing and maintaining Series 2002-A Contracts which are due after the Lockbox Account shall be paid by Borrower. (b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder related Pledge Date directly to the Lockbox Account. Borrower shallAny notice delivered pursuant to the preceding sentence of this Section 3.09 after the date hereof shall provide that (i) it is irrevocable except by, or a notice accompanied by written consent of, the Series Controlling Party and (ii) the User will only be discharged from its obligations under the Series 2002-A Contract to the extent payments are sent to the Lockbox Account. (b) The Servicer shall issue and maintain a standing instruction to the Lockbox Bank under the Lockbox Agreement to the effect that (x) on each Business Day the Lockbox Bank shall (i) cause Manager to, deposit all amounts items received by Borrower or Manager constituting Rents and/or other Gross Income from Operations in the post-office box related to the Lockbox Account since the preceding Business Day relating to the Series 2002-A Contracts to be deposited into the Lockbox Account, and (ii) remit by electronic funds transfer into the Series 2002-A Facility Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately all available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout and (y) if the term Lockbox Bank receives a written notice from the Series Controlling Party stating that a Series Event of Default has occurred hereunder, the Lockbox Bank shall thereafter follow such directions as it may thereafter receive from the Series Controlling Party with respect to Collections on the Series 2002-A Contracts (without the consent of any other Person), and shall not thereafter follow any directions of the LoanServicer (unless otherwise directed by the Series Controlling Party). Such standing instruction shall be evidenced by an agreement with the Lockbox Bank in form and substance acceptable to the Series Controlling Party. The Servicer will transfer any payments it receives directly rather than by payment to the Lockbox Account by or on behalf of the Users pursuant to the Series 2002-A Contracts and all Recoveries in respect thereof to the Series 2002-A Facility Account immediately upon receipt thereof. (c) Neither the Servicer, any Obligor nor any Affiliate thereof shall direct or shall have directed any payments to be remitted to the Lockbox Account unless such payments relate to the Series 2002-A Contracts, or to Contracts relating to other Series of Notes assigned to Group A.

Lockbox Account. (a) Borrower shall establish and --------------- maintain a segregated Eligible Account (the “Lockbox Account”"LOCKBOX ACCOUNT") with Lockbox to be held by The --------------- First National Bank of Chicago (the "ACCOUNT HOLDER") in the trust for the -------------- benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North Tower"Xxxxxxxx Properties Real Estate Fund I, LLCL.P., for the benefit of as Borrower, and Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assignsBrothers Realty Corporation, as Lender, pursuant to Loan Agreement dated as of April __February 26, 20071997-Lockbox Account”. ." Borrower (i) 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, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereofthereof and obtaining from the Account Holder such executed acknowledgments of such security interest and agreements to act in accordance with the Loan Documents as Lender may request. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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 BorrowerAccount. (b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations Receipts into the Lockbox Account within one (1) Business Day after promptly upon receipt. (c) Borrower shall obtain from the Lockbox Bank Account Holder its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Collateral Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every other Business Day throughout the term of the Loan.

Lockbox Account. (a) Within 60 days after the Closing, Borrower shall, and shall cause IDOT Guarantor to establish and maintain a segregated Eligible Account (the “Lockbox Account”) with the Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerColumn Financial, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assignsInc., as Lender, pursuant to Loan Agreement dated as of April __July 9, 2007-Lockbox 2004 -Lockbox Account”. .” Borrower (i) hereby grants and shall cause IDOT Guarantor grant to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing including, without limitation, causing a control agreement to be executed and delivered and authorizing the filing of UCC-1 Financing Statements and continuations thereof. Prior to the occurrence of a Cash Sweep Trigger Event and after the occurrence of a Cash Sweep Termination Event, Borrower will not in any way alter or modify and IDOT Guarantor shall have the right to make withdrawals from the Lockbox Account. During the Cash Sweep Period, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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 BorrowerBorrower or IDOT Guarantor, as applicable. Borrower and IDOT Guarantor will not in any way alter or modify the Lockbox Account and will notify Lender of the account number thereof. (b) Borrower shallDuring the Cash Sweep Period, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause IDOT Guarantor and Manager to, deposit all amounts received by Borrower or Manager constituting Operating Tenant Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) Borrower shall obtain from Pursuant to the terms of the Lockbox Agreement and prior to a Cash Sweep Period, Lockbox Bank its agreementshall transfer funds as directed by Borrower or IDOT Guarantor, in form as applicable, and substance reasonably satisfactory to Lenderduring a Cash Sweep Period, to transfer to the Cash Management Account Account, in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the LoanAccount.

Lockbox Account. (a) Borrower and Operating Lessee shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of LenderAgent, which Lockbox Account shall be under the sole dominion and control of LenderAgent. The Lockbox Account shall be entitled “North TowerARC NY21618001 LLC et al LB FBO Column Financial, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their its successors and assigns, assigns as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Each of Borrower (i) and Operating Lessee hereby grants to Lender Agent a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender Agent a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender Agent 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid. The Lockbox Account shall at all times be an Eligible Account. The Lockbox Account when established shall be treated as a “deposit account” as such term is defined in Section 9-102(a) of the Uniform Commercial Code, as amended from time to time. (b) Borrower or Operating Lessee (as applicable) shall, or shall cause Manager to, on or prior to the Closing Date, deliver written instructions Tenant Direction Letters to all tenants Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower or Operating Lessee (as applicable) shall, and shall cause Manager to, deposit all amounts received by Borrower Borrower, Operating Lessee or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one two (12) Business Day Days after receiptreceipt and deliver irrevocable written instructions, substantially in the form of Exhibit B attached hereto (or such other form as Borrower or Operating Lessee may proffer which is reasonably acceptable to Lender) (each, a “Credit Card Direction Letter”), to each of the credit card companies or credit card clearing banks with which Borrower, Operating Lessee or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to the Viceroy Property directly to the Lockbox Account. Each Individual Borrower and Operating Lessee warrants and covenants that it shall not, and shall not permit Manager to, rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 2.6.1(b) without Lender’s prior written consent. (c) Borrower shall obtain from So long as no Cash Sweep Period has occurred and is then continuing, on each Business Day, all funds on deposit in the Lockbox Account shall be remitted to Borrower. (d) Upon the occurrence and during the continuance of any Cash Sweep Period, on each Business Day, all funds on deposit in the Lockbox Account shall be transferred to the Cash Management Account pursuant to the Cash Management Agreement. Pursuant to the Lockbox Agreement, Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to shall transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout during the term continuance of any Cash Sweep Period. (e) Upon the occurrence and during the continuance of an Event of Default, Agent may, in addition to any and all other rights and remedies available to Agent, apply any sums then on deposit in the Lockbox Account to the payment of the LoanDebt in any order in its sole discretion. (f) Neither Borrower nor Operating Lessee shall commingle the monies in the Lockbox Account with other monies held by Borrower, Operating Lessee or Manager. (g) Neither Borrower nor Operating Lessee shall further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Agent as the secured party, to be filed with respect thereto. (h) Borrower shall indemnify Agent and each Lender and hold Agent and each Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Agent or any Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”"LOCKBOX ACCOUNT") with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North Tower"Behringer Harvard Lawson Commons, LLC, for the benefit of Xxxxxx XXX Inc. as Borrower, and Greenwich Capital Financial ProductsBear Stearns Commercial Mortgagx, their successors and assignsXxx., as Lender, pursuant to Loan Agreement dated Agreemxxx xxxed as of April __July 25, 2007-2005 - Lockbox Account”". Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Borrower shall, or shall cause Property Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Property Manager to, deposit all amounts received by Borrower or Property Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto, and except for the rights of the Lockbox Bank under the Lockbox Agreement. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower shall establish and maintain a segregated Eligible Account (the “Other Revenues Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Other Revenues Lockbox Account shall be under the sole dominion and control of Lender. The Other Revenues Lockbox Account shall be entitled TPG-2500 CITYWEST, L.P. as debtor for the benefit of Nomura Credit & Capital, Inc., as secured party - Other Revenues Lockbox Account.” Borrower shall also establish and maintain a segregated Eligible Account (the “Parking Lockbox Account”, and together with the Other Revenues Lockbox Account, collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Parking Lockbox Account shall be under the sole dominion and control of Lender. The Parking Lockbox Account shall be entitled “North TowerTPG-2500 CITYWEST, LLC, L.P. as debtor for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsNomura Credit & Capital, their successors and assignsInc., as Lender, pursuant to Loan Agreement dated as of April __, 2007-secured party - Parking Lockbox Account”.” In connection with a Securitization or other transfer of the Loan, Lender shall have the right to cause the applicable account to be entitled with such other designation as Lender (or its successor) may select in its reasonable discretion to reflect an assignment or transfer of the Loan. Borrower (i) 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, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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) Borrower shall, or shall cause Manager to, deliver written instructions to (x) all tenants Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account and (y) to any parking operator under a Parking Management Agreement to deliver all Rents payable in connection with parking operations directly to the Parking Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Other Revenues Lockbox Account within one two (12) Business Day Days after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account at least once every each calendar week and on the Business Day immediately preceding each Payment Date throughout the term of the LoanTerm.

Lockbox Account. (a) Borrower has established and, during the term of the Loan, shall establish and maintain a one or more segregated Eligible Account Accounts (collectively, the “Lockbox Account”) with Lockbox Bank titled as set forth in the applicable Lockbox Agreement and, which Lockbox Account is in trust for the benefit of Lender, which Lockbox Account Lender and shall be under the sole dominion and control of Lender. The Lender to the extent set forth in the Lockbox Account shall be entitled “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”Agreement. Borrower (i) 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, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements UCC‑1 financing statements and continuations thereof. Borrower will not in any way alter or modify Such financing statements may describe as the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender collateral covered thereby “all assets of the account number thereofdebtor, whether now owned or hereafter acquired” or words to that effect. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account in accordance with and all subject to the Lockbox Agreement. All costs and expenses for of establishing and maintaining the Lockbox Account shall be paid by BorrowerXxxxxxxx. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager on behalf of Xxxxxxxx, respectively, to, deposit all amounts received by Borrower or Manager constituting Rents and/or (other Gross Income than security deposits unless and until the same are forfeited by the applicable Tenant) from Operations the Properties into the Lockbox Account within one five (15) Business Day Days after receiptreceipt thereof. For the avoidance of doubt, (x) Borrower shall not be required to cause or direct Tenants to deposit Rents directly into the Lockbox Account and (y) (A) capital contributions of the owners of Borrower and (B) payment of Required REIT Distributions during an Event of Default from equity or sources other than Excess Cash Flow and/or the Properties shall not constitute Rents. (c) Borrower shall obtain has obtained from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer upon notice from Lender to Lockbox Bank of a Cash Sweep Period (the “Cash Sweep Period Instructions”), all amounts on deposit in the Lockbox Account once every (other than a reasonable peg balance and the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) in accordance with the Cash Sweep Period Instructions, which Cash Sweep Period Instructions may require up to two (2) transfers per week to the Cash Management Account. Upon a Cash Sweep Cure Date, Lender shall, within three (3) Business Day throughout Days, provide notice to the Lockbox Bank that the Cash Sweep Period Instructions are no longer in effect and that all amounts on deposit in the Lockbox Account shall be transferred by the Lockbox Bank to an account designated by Borrower (together with any other account of Borrower (other than the Lockbox Account) each, a “Non-Pledged Account”). In the event a Cash Sweep Period is not in effect, all amounts on deposit in the Lockbox Account shall be transferred by the applicable Lockbox Bank to one or more Non-Pledged Accounts. Notwithstanding anything to the contrary contained herein, any amounts contained in the Non-Pledged Accounts shall not be collateral for the Loan or subject to any restrictions or limitations set forth in the Loan Documents. (d) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in such order and priority as Lender shall determine in its sole discretion; provided, however, unless a Priority Payment Cessation Event has occurred and is continuing, the Lender shall continue to make Priority Waterfall Payments to the extent of funds available therefore in the Lockbox Account. (e) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statement, except those naming Lender as the secured party, to be filed with respect thereto. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Losses arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established. (g) Notwithstanding anything to the contrary in this Agreement or the other Loan Documents and so long as a Cash Sweep Period does not then exist, Borrower shall be permitted, without the consent of Lender, but with not less than ten (10) Business Days’ prior notice to, Lender, to close any individual Lockbox Account (provided that such notice period may be shortened or such notice period may be provided concurrently in the event the Lockbox Bank ceases to be an Eligible Institution (or Borrower reasonably believes such cessation is reasonably likely to occur)) (collectively, a “Lockbox Consolidation”). Lender shall, at the request of Borrower, direct the Lockbox Bank to terminate the Lockbox Agreement in connection with a Lockbox Consolidation with respect to the applicable Lockbox Account to the extent required by Lockbox Bank, and otherwise reasonably cooperate with Borrower (at Borrower’s sole cost and expense) in order to effectuate any Lockbox Consolidation. (h) Notwithstanding anything to the contrary contained herein, Borrower shall have the right, without the consent of Lender, to establish and maintain during the term of the LoanLoan one or more additional Lockbox Accounts with one or more Lockbox Banks (each such new Lockbox Account, a “New Lockbox Account”) provided that each such New Lockbox Accounts satisfy the requirements of this Section 2.7. 1. Upon the establishment of a New Lockbox Account, such New Lockbox Account shall be considered a Lockbox Account pursuant to the terms of this Agreement.

Lockbox Account. (a) During the term of the Loan, Borrower shall on or prior to the date hereof establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with a Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North Tower, Grand Prix SILI II LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsJPMorgan Chase Bank, their successors and assignsNational Association, as Lender, pursuant to Loan Agreement dated as of April __June 9, 2007-2014 – Lockbox Account”” or such other title as may be acceptable to Lender in its discretion. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify thereof to the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereofextent applicable. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account, provided, that so long as no Cash Sweep Period is in effect, all amounts in the Lockbox Account shall be disbursed to Borrower in accordance with the Lockbox Agreements, and upon the occurrence of any Cash Sweep Event, all amounts shall be disbursed to the Cash Management Account. All reasonable costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. The Lockbox Account shall at all times be an Eligible Account. (b) Borrower and Operating Lessee shall, or shall cause Manager to, immediately deposit all Gross Income from Operations, all revenues and receipts from sales of furniture, fixtures and equipment and forfeited security deposits received with respect to the Property from and after the date hereof into the Lockbox Account. Borrower, or Operating Lessee, as lessor under the applicable Lease, shall deliver written instructions Tenant Direction Letters to all tenants Tenants under Leases directing them to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower, Operating Lessee or Manager shall deliver a notice to each of the credit card companies or credit card clearing banks with which Borrower or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to the Property directly to the Lockbox Account. Borrower and Operating Lessee shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one three (13) Business Day Days after receipt.receipt thereof. USActive 30748472.10 -44- (c) Borrower Borrower, shall obtain from the enter into Lockbox Agreements, pursuant to which each Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, shall agree to transfer to the Cash Management Account Account, in immediately available funds by federal wire transfer transfer, all amounts on deposit in the applicable Lockbox Account once every Business Day throughout during the term continuance of a Cash Sweep Period. At any time other than during a Cash Sweep Period, all amounts on deposit in each Lockbox Account shall be disbursed to Borrower or at its direction. (d) Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the LoanDebt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actual actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence, illegal acts, fraud or willful misconduct of Lender) or the payment and performance of the obligations of Borrower for which the Lockbox Account was established. (h) Borrower shall have the right to replace the Lockbox Account and the Lockbox Agreement and enter into a replacement Lockbox Agreement with respect to the Lockbox Account, provided, that, the following conditions shall be satisfied: (i) Borrower shall have obtained the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed, (ii) such replacement Lockbox Account shall at all times be an Eligible Account and be maintained with an Eligible Institution; (iii) Borrower and the replacement Lockbox Bank shall enter into a replacement Lockbox Agreement, in form and substance reasonably acceptable to Lender, (iv) all Tenant Direction Letters and Payment Direction Letters (as such terms are defined in the Cash Management Agreement) with respect to the Lockbox Account that is to be terminated, shall be revoked and Borrower shall send Tenant Direction Letters to the applicable Tenants and Payment Direction Letters to the applicable Credit Card Company, which direct payments to be made to the replacement Lockbox Account, and (v) Borrower shall deliver to Lender, an opinion of counsel, in form and substance reasonably acceptable to Lender that Lender shall have a perfected security interest in the replacement Lockbox Account.

Lockbox Account. (a) Borrower shall promptly after receiving the Termination Notice, establish and maintain a segregated Eligible Account (with the “Bank pursuant to the Lockbox Agreement the Lockbox Account”, in the name of Borrower with Bank as custodian, into which proceeds and collections of amounts due under the Leases shall be deposited from time to time in accordance with the terms of this Agreement. After the establishment of the Lockbox Account: (A) with Lockbox Bank in trust for The Borrower agrees to promptly direct all Tenants to make all rental and other payments to the benefit of Lender, which Lockbox Account designated by Bank, or as otherwise directed by Bank pursuant to the terms of the Lockbox Agreement. If the Bank learns that the Borrower has failed to give such notice or direction to the Tenants, then the Bank may itself so notify or direct the Tenants. This Agreement shall be sufficient evidence of such right and the Tenants may rely hereon and shall be under no obligation to see to the application of such moneys or other property by the Bank. The Bank is, and its duly authorized agents are hereby authorized by the Borrower to endorse for and on the Borrower's behalf and deposit all drafts and checks payable to the Borrower in the Lockbox Account. (B) All checks, drafts, acceptances, notes, cash and other forms of payment received from the Tenants in payment on the Leases and transmitted to the Lockbox Account, or otherwise to the Bank will be promptly deposited in the Lockbox Account. The Borrower acknowledges and agrees that the Lockbox Account will be maintained for the convenience and benefit of the Bank consistent within the terms of this agreement and the Lockbox Agreement. (C) In the event Borrower (or any of its affiliates, owners, directors, officers, employees or agents) shall receive any cash, checks, notes, drafts or similar items of payment relating to the Leases (or proceeds thereof), then no later than the fifth Business Day following receipt thereof, Borrower shall deposit or cause the same to be deposited in kind in the Lockbox Account. All cash, notes, checks, drafts or similar items of payment by or for the account of Borrower shall be the sole dominion and control exclusive property of Lender. The Lockbox Account Bank immediately upon the earlier of the receipt of such items by Bank or the receipt of such items by Borrower; provided, however, that for the purpose of computing interest hereunder such items shall be entitled “North Towerdeemed to have been collected and shall be applied by Bank on account of the Obligations two (2) Business Days after receipt by Bank (subject to correction for any items subsequently dishonored for any reason whatsoever). Notwithstanding anything to the contrary herein, LLCall such items of payment shall, solely for purposes of determining the benefit occurrence of Xxxxxx XXX Inc. and Greenwich Capital Financial Productsan Event of Default, their successors and assignsbe deemed received upon actual receipt by the Bank, as Lenderunless the same are subsequently dishonored for any reason whatsoever. (D) Throughout the term of this Agreement, pursuant to Loan Agreement dated as the Bank shall be a pledgee in possession of April __, 2007-Lockbox Account”. Borrower (i) hereby grants to Lender a first priority security interest the funds deposited in the Lockbox Account and all deposits at shall have the sole and exclusive right to endorse any time contained therein and the proceeds thereofcheck, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest other instrument presented for deposit in the Lockbox Account and will notify Lender to withdraw or order a transfer from the Lockbox Account, and the Borrower hereby appoints the Bank the true and lawful attorney of the account number thereofBorrower, with full power of substitution, for the purpose of such endorsement or making any such withdrawal or ordering any such transfer from the Lockbox Account, which appointment is coupled with an interest and is irrevocable. Lender and Servicer The Bank shall have the sole right no obligation to make withdrawals withdraw any amounts from the Lockbox Account unless such amounts represent good and all costs collected funds. (E) So long as no Event of Default has occurred and expenses for establishing is continuing, and maintaining provided that neither the Lockbox Account nor any funds deposited therein are then subject to any writ, order, judgment, warrant of attachment, execution or similar process, on each Business Day all amounts deposited in the Lockbox Account during the term of this Agreement shall be paid withdrawn or transferred by the Bank to be applied to the following items in the following order: (a) funds sufficient to pay standard ongoing operating costs related to the operation and maintenance (excluding capital improvements) shall be funded into the Borrower's operating accounts as directed by Borrower.; (b) Borrower shall, or an amount up to $1,500,000 in the aggregate shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly be delivered to the Lockbox Bank to be held in a separate account (the "Replacement Escrow Account. ") to be used for the payment or reimbursement of costs incurred by the Borrower shallin connection with the Replacement Anchor Lease including leasing commissions, tenant improvement costs, and shall cause Manager toother costs as approved by the Bank in its reasonable discretion. Such funds may be drawn by the Borrower monthly as costs are incurred subject to receipt by the Bank of reasonable supporting documentation, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into and in the Lockbox Account within one (1) Business Day after receipt.event such costs relate to construction of tenant improvements, compliance with Bank's standard construction draw procedures; (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available any funds by federal wire transfer all amounts on deposit collected in the Lockbox Account once every Business Day throughout the term in excess of the Loanamount of $1,500,000.00 shall be deposited into a demand deposit account of the Borrower at the Bank. (d) at such time as the Replacement Anchor has occupied the demised premises under the applicable Replacement Anchor Lease and begun paying rent thereunder, any amounts remaining in the Replacement Escrow Account shall be released by Bank and funded into the Borrower's operating accounts as directed by Borrower. Upon the occurrence and during the continuance of any Event of Default, the Bank may draw on the Letter of Credit or appropriate and apply the funds deposited in the Lockbox Account then, or at any time thereafter, either (i) to the payment in full of all outstanding Obligations in accordance with the terms of this Agreement or (ii) to pay for any tenant improvement costs incurred in connection with any Replacement Anchor Lease, which the Borrower has failed to pay for within five (5) Business Days of notice thereof.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerTNP SRT Portfolio II, LLCLLC Lockbox Account FBO KeyBank National Association, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will shall take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all Account. All costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, deliver written instructions Tenant Direction Letters to all tenants Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. (d) Upon the occurrence of an Event of Default or any Bankruptcy Action of Borrower or Manager, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower shall establish execute and maintain a segregated Eligible Account deliver the Lockbox Agreement establishing an account controlled by Lender (the “Lockbox Account”) with at an institution reasonably satisfactory to Lender (the “Lockbox Bank Bank”) pursuant to the Lockbox Agreement. Borrower shall execute payment direction letters which shall be held by Lender until the occurrence of a Trigger Event. Lender shall not, prior to the occurrence of a Trigger Event, deliver such payment direction letters to any tenants of the Project and Lender shall notify any servicer of the Loan that such payment direction letters must be held until a Trigger Event has occurred. Upon the occurrence and during the continuance of a Trigger Event first occurring after the first Loan Year, unless Borrower delivers to Lender within three (3) Business Days after written notice from Lender (i) a Letter of Credit in trust for the benefit amount of Lender$842,233.00 (the “Tax and Insurance Escrow Letter of Credit”) and (ii) a Letter of Credit in the amount of $1,240,000.00 (the “Replacement and Rollover Escrow Letter of Credit”), which Lender shall have the right to forward such payment direction letters to all tenants under the leases at the Project and all lease guarantors directing such parties to pay all Rents and all sums due Borrower under the leases at the Project (the “Leases”) to the Lockbox Account. Until expended or applied, amounts held in the Lockbox Account shall constitute additional security for the Debt. Borrower shall not be under entitled to make any withdrawals from the sole dominion and control of Lender. The Lockbox Account and funds shall be entitled “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) hereby grants distributed to Lender as provided in Section 2.5(d) below. Lender shall have a first priority perfected security interest in the Lockbox Account and all deposits sums deposited therein. Borrower shall pay all reasonable costs and expenses imposed by the Lockbox Bank and reasonable out-of-pocket expenses of Lender in connection with establishing and administering the Lockbox Account. Borrower shall have the right at any time contained therein during the continuance of a Trigger Event to deliver the Tax and Insurance Letter of Credit and the proceeds thereofReplacement and Rollover Letter of Credit and upon delivery of such Letters of Credit the lockbox procedures implemented pursuant to Section 2.5 shall, until the occurrence of a subsequent Trigger Event, cease and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest such sums on deposit in the Lockbox Account and will notify Lender of the 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 Net Cash Flow Escrow shall be paid by remitted to Borrower. (b) Prior to the occurrence of a Trigger Event, Borrower shallshall receive, or use and apply the Rents and other sums due under the Leases in accordance with the Loan Documents. During the continuance of a Trigger Event after the first Loan Year, unless Borrower delivers to Lender a Tax and Insurance Letter of Credit and a Replacement and Rollover Letter of Credit, Borrower and its property manager shall cause Manager to, deliver written instructions to all tenants under Leases to deliver cooperate in causing all Rents payable thereunder directly to be so deposited in the Lockbox Account and shall deposit any Rents or other sums due under the Leases which may be received by Borrower and property manager into the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) For purposes of determining if a Trigger Event has occurred after the first Loan Year, the Debt Service Coverage requirement shall be determined by Lender, at the end of each calendar quarter (based upon the quarterly report provided by Borrower under subsection 7.1(b) below). If a Trigger Event has occurred, upon request by Borrower Lender shall recompute the Debt Service Coverage as of the end of the second (2nd) succeeding calendar quarter and each calendar quarter thereafter. If as a result of such recalculation, the Debt Service Coverage is equal to or greater than 1.15:1 for two (2) consecutive calendar quarters as reasonably determined by Lender (the “Trigger Event Cure”), then, as applicable, the Tax and Insurance Letter of Credit and the Replacement and Rollover Letter of Credit shall be returned to Borrower and Borrower shall obtain from again have the right to receive, use, and apply all Rents, the Lockbox Bank its agreementAccount shall be deactivated and all sums on deposit in any of the Funds shall be remitted to Borrower (until the occurrence of another Trigger Event), and Borrower shall execute new tenant direction letters from time to time as required by Lender which shall be held by Lender pending the occurrence of another Trigger Event. (d) Sums in form and substance reasonably satisfactory to Lenderthe Lockbox Account shall be applied by Lender in the following order: first, to transfer Operating Expenses set forth in the Budget (as defined in Section 7.4); second, to Debt Service; third, to deposits required in the Cash Management Account in immediately available Funds and the Tax and Insurance Escrow Fund then currently due; and fourth, all remaining funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout (the term “Net Cash Flow”) shall be held by Lender in the Net Cash Flow Escrow and shall be made available to Borrower to pay for tenant improvements, tenant allowances, leasing commissions and other costs associated with the re-leasing of vacant space or renewal of existing leases at the LoanProject. (e) During the existence of a Trigger Event after the first Loan Year, unless Borrower has delivered the Tax and Insurance Letter of Credit and the Replacement and Rollover Letter of Credit, Borrower shall execute such additional payment direction letters as may be reasonably required by Lender and shall cooperate with Lender in notifying, and shall cause, all tenants to make Rent payments to the Lockbox Account, which shall not be effective to discharge the obligations of such tenant under the respective lease unless paid to Lender pursuant to the Lockbox Agreement.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account one or more accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerBeach House Owner, LLC, for the benefit of Xxxxxx XXX Inc. as Borrower, and Greenwich Capital Financial ProductsJPMorgan Chase Bank, their successors National Association and assignsCiti Real Estate Funding, Inc., collectively, as Lender, pursuant to that certain Loan Agreement dated as of April __May 11, 2007-2023– Lockbox Account”. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 UCC‑1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid or defeased in full. The Lockbox Account shall at all times be an Eligible Account. (b) Borrower shall, or shall cause Operating Lessee and/or Manager to, on or prior to the Closing Date, deliver written instructions (i)Tenant Direction Letters to all tenants Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account and (ii) irrevocable written instructions to each of the credit card companies or credit card clearing banks with which Borrower, Operating Lessee or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to the Property directly to the Lockbox Account. Borrower shall, and shall cause Manager and Operating Lessee to, deposit all amounts received by Borrower Borrower, Operating Lessee or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) In the event a Cash Sweep Period is not in effect, all amounts on deposit in the Lockbox Account (less the reasonable fees of Lockbox Bank) shall be transferred by Lockbox Bank to an account designated by Borrower once every Business Day. Notwithstanding the foregoing, Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account (less the reasonable fees of Lockbox Bank) once every Business Day throughout during the term continuance of a Cash Sweep Period. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the LoanDebt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Operating Lessee, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall (without duplication) indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerGPT GIG BOA Portfolio Owner LLC as Borrower and JPMorgan Chase Bank, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assignsNational Association, as Lender, pursuant to Loan Agreement dated as of April __December 6, 2007-2012 – Lockbox Account”. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, deliver written instructions Tenant Direction Letters to all tenants Tenants under Major Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. (d) Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or file or authorize the filing of any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages (excluding special, punitive or consequential damages), obligations and costs and expenses (including litigation costs and reasonable out-of-pocket attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence, bad faith or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established as set forth in this Section 2.6.1 and in the Lockbox Agreement.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account one or more accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerPHR STPFL, LLC and PHR STPFL OPCO SUB, LLC, as Borrower and Wxxxx Fargo Bank, National Association, as Trustee for the benefit Benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Productsthe Registered Holders of JPMDB Commercial Mortgage Securities Trust 2017-C7, their successors and assignsCommercial Mortgage Pass-Through Certificates, Series 2017-C7, -Lockbox Account” or as Lender, pursuant to Loan Agreement dated such other name as of April __, 2007-Lockbox Account”Lender shall approve. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account in accordance with the Lockbox Agreement and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, (i) deliver written instructions Tenant Direction Letters to all tenants Tenants under Leases Subleases, if any, instructing those Tenants to deliver all Rents payable thereunder directly to the Lockbox Account and (ii) deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks with which any Borrower or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to the Property directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by any Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one two (12) Business Day Days after receiptreceipt thereof; provided, however, for any Rents from any Tenants which are paid by check and any payment from Persons with whom Borrower or Manager does business on an “accounts receivable” basis with respect to the Property which are paid by check, Borrower or Manager shall deposit all such funds into the Lockbox Account within two (2) Business Days after receipt thereof; provided, further that for any Rents which are paid by cash and any other amounts received by Borrower or Manager with respect to the Property which are paid by cash, Borrower or Manager shall deposit all such funds into an account designated by Borrower and cause such funds to be transferred to the Lockbox Account within two (2) Business Days after receipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form subject to the terms and substance reasonably satisfactory to Lenderconditions of the Cash Management Agreement and only during a Cash Sweep Period, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout during a Cash Sweep Period and if no Cash Sweep Period shall be in effect, to transfer such amounts to an account designated by Borrower once every Business Day in accordance with the term terms of the LoanLockbox Agreement. (d) Upon the occurrence and during the continuance of an Event of Default or a Bankruptcy Trigger Event, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Owner, Operating Tenant, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower The Servicer shall establish and maintain a segregated Eligible Lockbox Account (identified as "the “Lockbox Account”) with Lockbox Bank Account for Xxxxxx Master Facility Agreement, in trust for the benefit of LenderSeries 2002-A Secured Parties" on behalf of, and in the name of, MLR II LLC, which Lockbox Account shall be under the sole dominion and control of Lenderan Eligible Bank Account. The Lockbox Account shall be entitled “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right direct each User to make withdrawals from all payments with respect to the Lockbox Account and all costs and expenses for establishing and maintaining Series 2002-A Contracts which are due after the Lockbox Account shall be paid by Borrower. (b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder related Pledge Date directly to the Lockbox Account. Borrower shallAny notice delivered pursuant to the preceding sentence of this Section 3.09 after the date hereof shall provide that (i) it is irrevocable except by, or a notice accompanied by written consent of, the Series Controlling Party and (ii) the User will only be discharged from its obligations under the Series 2002-A Contract to the extent payments are sent to the Lockbox Account. (b) The Servicer shall issue and maintain a standing instruction to the Lockbox Bank under the Lockbox Agreement to the effect that (x) on each Business Day the Lockbox Bank shall (i) cause Manager to, deposit all amounts items received by Borrower or Manager constituting Rents and/or other Gross Income from Operations in the post-office box related to the Lockbox Account since the preceding Business Day relating to the Series 2002-A Contracts to be deposited into the Lockbox Account, and (ii) remit by electronic funds transfer, into the Series 2002-A Facility Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately all available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout and (y) if the term Lockbox Bank receives a written notice from the Series Controlling Party stating that a Series Event of Default has occurred hereunder, the Lockbox Bank shall thereafter follow such directions as it may thereafter receive from the Series Controlling Party with respect to Collections on the Series 2002-A Contracts, and shall not thereafter follow any directions of the LoanServicer (unless otherwise directed by the Series Controlling Party). Such standing instruction shall be evidenced by an agreement with the Lockbox Bank in form and substance acceptable to the Series Controlling Party. The Servicer will transfer any payments it receives directly rather than by payment to the Lockbox Account by or on behalf of the Users pursuant to the Contracts and all Recoveries in respect thereof to the Series 2002-A Facility Account immediately upon receipt thereof. (c) Neither the Servicer, any Obligor nor any Affiliate thereof shall direct or shall have directed any payments to be remitted to the Lockbox Account unless such payments relate to the Series 2002-A Contracts, or to Contracts relating to other Series of Notes assigned to Group A.

Lockbox Account. (a) During the term of the Loan, Borrower and Maryland Owner shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with respect to each Individual Property with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerHackensack VF L.L.C., LLCas Borrower Agent, and Deutsche Bank National Trust Company, as trustee for the benefit holders of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsVornado DP LLC Trust 2010, their successors and assignsCommercial Mortgage Pass-Through Certificates, Series 2010-VNO, as Lender, pursuant to the Loan and Security Agreement dated as of April __August 18, 2007-2010 — Lockbox Account”. Each of Borrower (i) and Maryland Owner hereby grants to Lender a first first-priority security interest in the each Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements and continuations thereof. , provided that neither Borrower nor Maryland Owner shall be required to take any action that will not in increase its liabilities or obligations hereunder or under any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereofother Loan Documents. 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 BorrowerBorrower and Maryland Owner. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Indebtedness. (b) Each of Borrower and Maryland Owner shall, or shall cause Manager to, deliver written instructions Tenant Instruction Letters to all tenants under Leases on or prior to the Closing Date to deliver all Rents payable thereunder directly to the Lockbox Account. Each of Borrower and Maryland Owner shall, and shall cause Manager to, deposit all amounts received by Borrower Borrower, Maryland Owner or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) receipt thereof. Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer or via the ACH System all amounts constituting available funds on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. Notwithstanding the foregoing, Borrower may elect to have all or some of the monies that, pursuant to the above provisions of this Section 3.1.1, are to be deposited into the Lockbox Account instead deposited directly into the Cash Management Account and to such extent the Lockbox Account shall not be required and the Cash Management Agreement shall be amended to reflect this.

Lockbox Account. (a) Borrower Prior to the date on which any Loan is transferred to the Trust, the Servicer shall establish require each of the Obligors under such Loan to make all payments under such Loan or otherwise in connection with the Trust Estate, including any and maintain all payments of late fees, directly to the Lockbox in the name of the Indenture Trustee. In the event that any Servicer resigns or is replaced, then if the place for payment pursuant to any Loan is changed, the successor Servicer shall give each related Obligor prompt written notice of its appointment and the address, if not the Lockbox, to which such Obligor should make payments to each such Loan. The Servicer shall no later than 15 days after the Closing Date direct each obligor which is not an Obligor, to make all payments to an address other than the Lockbox. The Servicer is hereby expressly authorized and empowered by the Owner of the Loans, without the need of prior consent or authorization, to withdraw immediately from the Collection Account any payment received and deposited into the Collection Account which is not a segregated Eligible Account (payment with respect to the “Lockbox Account”) with Loans or the Trust Estate. The Servicer shall certify in writing to the Indenture Trustee that such withdrawal is pursuant to this Section 3.12(b). The Servicer and the Indenture Trustee shall direct the Lockbox Bank to transfer all available amounts in trust for the benefit of Lender, which Lockbox Account by wire transfer into the Collection Account no later than the second Business Day following the date of receipt thereof. The Servicer Certificate shall be specify the amounts transferred into the Collection Account with respect to the immediately preceding Monthly Period. The Servicer shall deposit into the Lockbox Account all Collections received by it relating to the period after the applicable Cutoff Date within two Business Days of such receipt. The parties hereto agree that, in the event (i) ALS, an affiliate of ALS or a successor to ALS pursuant to Section 7.02 is no longer the Servicer or (ii) any Rating Agency has indicated that maintenance of the Lockbox or the Lockbox Account with the then current Lockbox Bank could result in a downgrading of the Notes, at the request of the Controlling Party, the Servicer shall designate a new Lockbox Bank acceptable to the Controlling Party and shall promptly thereafter (A) establish a new Lockbox and Lockbox Account in the name and under the sole dominion and control of Lender. The the Indenture Trustee with such new Lockbox Account shall be entitled “North TowerBank, LLC, for (B) instruct all Obligors to make payments under the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant Loans or otherwise in connection with the Trust Estate directly to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereofsuch new Lockbox, and (iiiii) will take all actions necessary enter into a Lockbox Agreement with such new Lockbox Bank satisfactory to maintain in favor of Lender the Controlling Party. In such event, the Indenture Trustee shall promptly send a perfected first priority security interest in termination notice to the existing Lockbox Bank to terminate the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify Agreement with the existing Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender Bank following receipt of the account number thereof. Lender and Servicer shall have the sole right an instruction to make withdrawals such effect from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by BorrowerControlling Party. (b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.

Lockbox Account. (a) Borrower shall establish and and, during the term of the Loan, maintain a one or more segregated Eligible Account Accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of LenderAdministrative Agent for the benefit of Lenders, which Lockbox Account shall be under the sole dominion and control of LenderAdministrative Agent for the benefit of Lenders. The Lockbox Account shall be initially consist of an account entitled “North TowerExcel East Chase LLC FBO Xxxxx Fargo Bank, LLCNational Association, as Administrative Agent.” Borrower hereby grants to Administrative Agent for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007Lenders a first-Lockbox Account”. Borrower (i) 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, thereof and (ii) will take all actions necessary to maintain in favor of Lender Administrative Agent a perfected first first-priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements financing statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender Administrative Agent and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all Account. All costs and expenses for of establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt and all amounts due and payable to Administrative Agent pursuant to the terms of the Loan Documents and the Fee Letter. The Lockbox Agreement shall remain in effect and the Lockbox Account shall remain in existence until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, as promptly as possible following the Closing Date and upon the execution of any new Lease (unless the substance of the Tenant Direction Letter is already included in such new Lease) but in no event later than fifteen (15) days thereafter, deliver written instructions Tenant Direction Letters to all tenants Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations (including, without limitation, all Termination Payments) into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account on each Business Day during the continuance of a Cash Sweep Period in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day (other than the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan. (d) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may, on behalf of Lenders, in addition to any and all other rights and remedies available to Administrative Agent, apply any sums then present in the Lockbox Account to the payment of the Debt in such order and priority as Administrative Agent shall determine in its sole discretion. (e) Funds on deposit in the Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statement, except those naming Administrative Agent for the benefit of Lenders as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Administrative Agent and Lenders and hold Administrative Agent and Lenders harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Administrative Agent or any Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower Borrowers shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with the Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of LenderLender (and Borrower shall have no right to require Lockbox Bank to allow Borrower to make withdrawals from the Lockbox Account). The Lockbox Account shall be entitled “North TowerXxxx XX Cleveland OH, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as LenderBorrower, pursuant to Loan Agreement dated as of April __1, 2007-2010 — Lockbox Account”. .” Each Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. No Borrower will not shall in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and . Borrowers will notify Lender of the 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 BorrowerBorrowers. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Borrower Borrowers shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower Borrowers shall, and shall cause Manager to, deposit all amounts received by any Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one two (12) Business Day Days after receipt. (c) Borrower Borrowers shall obtain from the Lockbox Bank its agreement, agreement in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day week throughout the term of the Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by any Borrower, Manager or Lockbox Bank. (f) No Borrower shall further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Subject to Section 9.4 hereof, each Borrower shall, jointly and severally, indemnify Lender and Lockbox Bank and hold Lender and Lockbox Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender or Lockbox Bank, as applicable) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower Borrowers shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with the Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of LenderLender (and Borrower shall have no right to require Lockbox Bank to allow Borrower to make withdrawals from the Lockbox Account). The Lockbox Account shall be entitled “North TowerXxxx XX Janesville WI, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as LenderBorrower, pursuant to Loan Agreement dated as of April __1, 2007-2010 — Lockbox Account”. .” Each Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. No Borrower will not shall in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and . Borrowers will notify Lender of the 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 BorrowerBorrowers. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Borrower Borrowers shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower Borrowers shall, and shall cause Manager to, deposit all amounts received by any Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one two (12) Business Day Days after receipt. (c) Borrower Borrowers shall obtain from the Lockbox Bank its agreement, agreement in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day week throughout the term of the Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by any Borrower, Manager or Lockbox Bank. (f) No Borrower shall further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Subject to Section 9.4 hereof, each Borrower shall, jointly and severally, indemnify Lender and Lockbox Bank and hold Lender and Lockbox Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender or Lockbox Bank, as applicable) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (ai) Borrower Mortgagor shall establish and maintain a segregated Eligible Account banking account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of LenderMortgagee, which Lockbox Account shall be under the sole dominion and control of LenderMortgagee. The Lockbox Account shall be entitled “North TowerMidland National Life Insurance Company, an Iowa Corporation, as Mortgagee of The GC Net Lease ( Cranberry) Investors, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Accountet al. Cash Management Account FBO”. Borrower (i) Mortgagor hereby grants to Lender Mortgagee a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender Mortgagee a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in Mortgagee and its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer 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 BorrowerMortgagor. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Indebtedness. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid or defeased in full. (bii) Borrower Mortgagor shall, or shall cause Manager Mortgagor’s property manager (the “Manager”) to, on or prior to the closing date, deliver written instructions to all tenants under Leases to deliver all Rents rents for April 1, 2013 and thereafter payable thereunder directly to the Lockbox Account. Borrower Mortgagor shall, and shall cause Manager to, deposit all amounts received by Borrower Mortgagor or Manager constituting Rents and/or other Gross Income from Operations rents into the Lockbox Account within one (1) Business Day after receipt. (ciii) Borrower Mortgagor shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts immediately available funds on deposit in the Lockbox Account once every Business Day business day throughout the term of the Loan. (iv) Upon the occurrence of an Event of Default, Mortgagee may, in addition to any and all other rights and remedies available to Mortgagee, apply any sums then on deposit in the Lockbox Account to the payment of the Indebtedness in any order in its sole discretion. (v) Intentionally deleted. (vi) Mortgagor shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgagee as the secured party, to be filed with respect thereto. (vii) Mortgagor shall indemnify Mortgagee and hold Mortgagee harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Mortgagee) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and maintain maintain, with respect to each of the Lockbox Properties, an account (each, a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Mortgage Lender, which Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and Servicer its servicer shall have the sole right to make withdrawals from the each Lockbox Account and all costs and expenses for establishing and maintaining the each Lockbox Account shall be paid by Mortgage Borrower. (b) Borrower shall, or shall cause Mortgage Borrower, Operating Lessee or Manager to, deliver irrevocable written instructions to all tenants under Leases at the Lockbox Properties to deliver all Rents payable thereunder directly to the applicable Lockbox Account. Borrower shall, shall and shall cause Mortgage Borrower, Manager and Operating Lessee to, deposit all amounts received by Borrower Mortgage Borrower, Operating Lessee or Manager constituting Rents and/or other Gross Income from Operations at the Lockbox Properties into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall, or shall cause Mortgage Borrower, Manager and/or Operating Lessee to, deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks with which Mortgage Borrower, Operating Lessee or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to each Lockbox Property directly to the applicable Lockbox Account. (d) Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to, obtain from the each Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the applicable Lockbox Account once every Business Day throughout the term of the Loan. (e) Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to, require each Manager of each Individual Property that is not a Lockbox Property to promptly transfer all amounts payable to Mortgage Borrower or Operating Lessee under the related Management Agreement into the Cash Management Account throughout the term of the Loan. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with each Lockbox Account and/or each Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which each such Lockbox Account was established.

Lockbox Account. (a) Borrower shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with the Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of LenderLender (and Borrower shall have no right to require Lockbox Bank to allow Borrower to make withdrawals from the Lockbox Account). The Lockbox Account shall be entitled “North Tower, LLC, in the name of Borrower for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 UCC‑1 Financing Statements and ‑35 ‑ continuations thereof. Borrower will shall not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and . Borrower will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (ba) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one two (12) Business Day Days after receipt. (cb) Borrower shall obtain from the Lockbox Bank its agreement, agreement in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. (c) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (d) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (e) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (f) Subject to Section 9.4 hereof, Borrower shall indemnify Lender and Lockbox Bank and hold Lender and Lockbox Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender or Lockbox Bank, as applicable) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower The Servicer shall establish and maintain a segregated Eligible Lockbox Account (identified as "the “Lockbox Account”) with Lockbox Bank Account for Xxxxxx Master Facility Agreement, in trust for the benefit of LenderSeries 2000-A Secured Parties" on behalf of, and in the name of, MLR IV LLC, which Lockbox Account shall be under the sole dominion and control of Lenderan Eligible Bank Account. The Lockbox Account shall be entitled “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right direct each User to make withdrawals from all payments with respect to the Lockbox Account and all costs and expenses for establishing and maintaining Series 2000-A Contracts which are due after the Lockbox Account shall be paid by Borrower. (b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder related Pledge Date directly to the Lockbox Account. Borrower shallAny notice delivered pursuant to the preceding sentence of this Section 3.09 after the date hereof shall provide that (i) it is irrevocable except by, or a notice accompanied by written consent of, the Series Controlling Party and (ii) the User will only be discharged from its obligations under the Series 2000-A Contract to the extent payments are sent to the Lockbox Account. (b) The Servicer shall issue and maintain a standing instruction to the Lockbox Bank under the Lockbox Agreement to the effect that (x) on each Business Day the Lockbox Bank shall (i) cause Manager to, deposit all amounts items received by Borrower or Manager constituting Rents and/or other Gross Income from Operations in the post-office box related to the Lockbox Account since the preceding Business Day relating to the Series 2000-A Contracts to be deposited into the Lockbox Account, and (ii) remit by electronic funds transfer, into the Series 2000-A Facility Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately all available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout and (y) if the term Lockbox Bank receives a written notice from the Series Controlling Party stating that a Series Event of Default has occurred hereunder, the Lockbox Bank shall thereafter follow such directions as it may thereafter receive from the Series Controlling Party with respect to Collections on the Series 2000-A Contracts, and shall not thereafter follow any directions of the LoanServicer (unless otherwise directed by the Series Controlling Party). Such standing instruction shall be evidenced by an agreement with the Lockbox Bank in form and substance acceptable to the Series Controlling Party. The Servicer will transfer any payments it receives directly rather than by payment to the Lockbox Account by or on behalf of the Users pursuant to the Contracts and all Recoveries in respect thereof to the Series 2000-A Facility Account immediately upon receipt thereof. (c) Neither the Servicer, any Obligor nor any Affiliate thereof shall direct or shall have directed any payments to be remitted to the Lockbox Account unless such payments relate to the Series 2000-A Contracts, or to Contracts relating to other Series of Notes assigned to Group B.

Lockbox Account. (a) Borrower shall establish and and, during the term of the Loan, maintain a one or more segregated Eligible Account Accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of LenderAdministrative Agent for the benefit of Lenders, which Lockbox Account shall be under the sole dominion and control of LenderAdministrative Agent for the benefit of Lenders. The Lockbox Account shall be initially consist of an account entitled “North TowerExcel Anthem LLC FBO Xxxxx Fargo Bank, LLCNational Association, as Administrative Agent.” Borrower hereby grants to Administrative Agent for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007Lenders a first-Lockbox Account”. Borrower (i) 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, thereof and (ii) will take all actions necessary to maintain in favor of Lender Administrative Agent a perfected first first-priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements financing statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender Administrative Agent and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all Account. All costs and expenses for of establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt and all amounts due and payable to Administrative Agent pursuant to the terms of the Loan Documents and the Fee Letter. The Lockbox Agreement shall remain in effect and the Lockbox Account shall remain in existence until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, as promptly as possible following the Closing Date and upon the execution of any new Lease (unless the substance of the Tenant Direction Letter is already included in such new Lease) but in no event later than fifteen (15) days thereafter, deliver written instructions Tenant Direction Letters to all tenants Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations (including, without limitation, all Termination Payments) into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account on each Business Day during the continuance of a Cash Sweep Period in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day (other than the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan. (d) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may, on behalf of Lenders, in addition to any and all other rights and remedies available to Administrative Agent, apply any sums then present in the Lockbox Account to the payment of the Debt in such order and priority as Administrative Agent shall determine in its sole discretion. (e) Funds on deposit in the Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statement, except those naming Administrative Agent for the benefit of Lenders as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Administrative Agent and Lenders and hold Administrative Agent and Lenders harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Administrative Agent or any Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Upon thirty (30) days prior notice from Lender to Borrower that a lockbox account shall be required in connection with a Securitization or upon the occurrence and continuance of an Event of Default, Borrower shall establish and maintain a segregated Eligible Account (the “Lockbox Account”"LOCKBOX ACCOUNT") with Lockbox Bank to be held by the Servicer in the trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North Tower"BA Parkway Associates II, LLCL.P., for the benefit of as Borrower, and Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assignsBrothers Holdings Inc., as Lender, pursuant to Loan Agreement dated as of April __August 12, 2007-1997 - Lockbox Account”" and the title of the Lockbox Account shall be modified as necessary to include the name of any Additional Borrower becoming an Individual Borrower in connection with a Subsequent Advance after the date hereof. Borrower (i) 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, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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 each Manager to, deliver written instructions to all tenants under Leases to deliver all Rents 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/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after promptly upon receipt. (c) Upon the establishment of the Lockbox Account, Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, Account Holder an agreement that Account Holder will commence to transfer to the Cash Management Collateral Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every other Business Day throughout the term of the LoanTerm.

Lockbox Account. (a) During the term of the Loan, Borrower and Maryland Owner shall establish and maintain a segregated Eligible Account one (1) account (the “Lockbox Account”) with respect to the Properties with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerInland Western Coram Plaza, LLCL.L.C., for the benefit of Xxxxxx XXX Inc. as Borrower, and Greenwich Capital Financial ProductsJPMorgan Chase Bank, their successors and assignsN.A., as Lender, pursuant to Loan Agreement dated as of April __December 1, 2007-2009 – Lockbox Account”. Each of Borrower (i) and Maryland Owner hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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 BorrowerBorrower and Maryland Owner. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Each of Borrower and Maryland Owner shall, or shall cause Manager to, deliver written instructions Tenant Instruction Letters to all tenants under Leases on or prior to the Closing Date to deliver all Rents payable thereunder directly to the Lockbox Account. Each of Borrower and Maryland Owner shall, and shall cause Manager to, deposit all amounts received by Borrower Borrower, Maryland Owner or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Maryland Owner, Manager or Lockbox Bank. (f) Neither Borrower nor Maryland Owner shall further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Each of Borrower and Maryland Owner shall indemnify Lender and Lockbox Bank and hold Lender and Lockbox Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender or Lockbox Bank, as applicable) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower shall establish and and, during the term of the Loan, maintain a one or more segregated Eligible Account Accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall initially consist of four separate accounts which shall be entitled (A) “North TowerCentro NP Holdings 12 SPE, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Productset al. fbo JPMorgan Chase Bank, their successors and assignsN.A., as Lender, Lender pursuant to Loan Agreement dated as of April __July 28, 2007-2010 - Lockbox Account”, (B) “Centro NP Arbor Faire Owner, L.P., et al. fbo JPMorgan Chase Bank, N.A., as Lender pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”, (C) “Centro NP Augusta West Plaza, LLC, et al., as Borrower fbo JPMorgan Chase Bank, N.A., as Lender and pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”, and (D) “Centro NP Holdings 11 SPE, LLC, et al. as Borrower fbo JPMorgan Chase Bank, N.A., as Lender and pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”; provided, however, that such Lockbox Account shall have subaccounts thereof which include the name of each applicable Individual Property. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first first-priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements financing statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all Account. All costs and expenses for of establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement shall remain in effect and the Lockbox Account shall remain in existence until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, as promptly as possible following the Closing Date but in no event later than three (3) Business Days thereafter, deliver written instructions Tenant Direction Letters to all tenants Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations (including, without limitation, all Termination Payments) into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account on each Business Day in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day (other than the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in such order and priority as Lender shall determine in its sole discretion. (e) Funds on deposit in the Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statement, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. In the event the current Management Agreement is terminated or is no longer in effect, Borrower agrees that in connection with a Replacement Management Agreement that is not with a Pre-Approved Cash Management Manager, (a) Lender may require Borrower shall to establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall would be entitled “North TowerSHC Michigan Avenue, LLCLLC and New DTRS Michigan Avenue, for the benefit of Xxxxxx XXX Inc. LLC as Borrower and Greenwich Capital Financial ProductsJPMorgan Chase Bank, their successors and assignsNational Association, as Lender, pursuant to Loan Agreement dated as of April __July 28, 2007-2011 – Lockbox Account”. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, (i) deliver irrevocable written instructions to all tenants under Leases each tenant of the Property to deliver all Rents payable thereunder send directly to the Lockbox Account all payments of Rent payable to Borrower under such Leases, (ii) cause all credit card receipts to be deposited directly into the Lockbox Account instructing each of the credit card banks with which Borrower has entered into agreements for the clearance of credit card receipts that all credit card receipts with respect to the Property (net of any expenses charged for such processing) cleared by such credit card banks shall be transferred by such credit card banks by wire transfer or the ACH System to Financial Institution for deposit in the Lockbox Account. Borrower shall, and shall cause (iii) instruct Manager to, to deposit all amounts other Rents received by Manager from the Property distributions due Borrower or Manager constituting Rents and/or other Gross Income from Operations into under the Management Agreement directly to the Lockbox Account within one (1) Business Day after receiptreceipt thereof, and (iv) deposit all other Rents received by Borrower from the Property distributions due Borrower under the Management Agreement directly to the Lockbox Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower On the Funding Date, the Parties shall establish enter into a Lockbox Agreement with the Lockbox Bank, which Lockbox Agreement will provide for, among other things, the establishment and maintain maintenance of a segregated Eligible Lockbox Account and a Lender Concentration Account in accordance with the terms herein and therein. (the “Lockbox Account”b) with Lockbox Bank in trust The Lender Concentration Account shall be held solely for the benefit of the Lender, which Lockbox Account shall be under subject to the sole dominion terms and control conditions of Lenderthis Agreement. The Lockbox Account Lender shall be entitled “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. have immediate and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant full access to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) hereby grants to Lender a first priority security interest any funds held in the Lockbox Lender Concentration Account and all deposits at such funds shall not be subject to any time contained therein and the proceeds thereof, and conditions or restrictions whatsoever. (iic) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals Sweeps from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrowermade to the Lender on the same day the Included Payments are received from Biosense and shall be applied to interest accrued and, as appropriate, principal outstanding, on the Loans on the same Business Day as such Included Payments become collected funds. (bd) Borrower Borrowers shall pay for all fees, expenses and charges of the Lockbox Bank by depositing sufficient funds into the Lockbox Account when such fees, expenses and charges are due. (e) Borrowers shall, immediately upon the execution of the Lockbox Agreement (i) instruct Biosense in writing to remit to the Lockbox Account when due all Payments that are due and payable to Borrowers in respect of or derived from the Biosense Agreement and (ii) promptly provide to the Lender a copy of each such notification. (f) Borrowers shall cause Manager tohave no right to terminate the Lockbox Account without the Lender’s prior written consent. Any such consent, deliver written instructions which the Lender may grant or withhold in its discretion, shall be subject to the satisfaction of each of the following conditions to the satisfaction of the Lender: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) the Lender, Borrowers and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of the Lockbox Agreement initially entered into; (iii) all tenants under Leases funds and items in the accounts subject to deliver the Lockbox Agreement to be terminated shall be transferred to the new accounts held at the successor Lockbox Bank prior to the termination of the then existing Lockbox Bank; and (iv) Borrowers and the Lender shall have received evidence that Biosense has been instructed to remit all Rents payable thereunder directly future payments to the new accounts held at the successor Lockbox Bank. (g) All Included Payments shall be paid into the Lockbox Account or to any other account(s) designated in writing by the Lender to Borrowers, and amounts deposited therein shall be treated as described in Exhibit I. (h) Borrowers shall make voluntary prepayments made in accordance with Section 3.02(a) by wire transfer or by an Automated Clearing House transfer to the Lockbox Account. Borrower shall. (i) In the event at any time following the execution of the Lockbox Agreement by all parties thereto, and Biosense remits any Included Payments directly to Borrowers or otherwise except to the Lockbox Account, Borrowers shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into immediately (i) remit any such Included Payments to the Lockbox Account within one (1or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrowers shall remit such Included Payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Bank Account), (ii) Business Day after receiptimmediately instruct Biosense in writing to remit any future Included Payments to the Lockbox Account and (iii) promptly provide to Lender a copy of such notice. (cj) Borrower shall obtain Any payments, other than from funds paid to the Lender from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to LenderLender Concentration Account, to transfer be made by Borrowers to the Cash Management Account in Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds by federal wire transfer all amounts on deposit in to the Lockbox Account once every Business Day throughout the term of the LoanLender Concentration Account.

Lockbox Account. (a) Borrower Borrowers shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerHRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC and HRHH Gaming, LLC, for the benefit of Xxxxxx XXX Vegas HR Private Limited and Trimont Real Estate Advisors, Inc. and Greenwich Capital Financial Productsas Agent, their respective successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-and/or assigns - Lockbox Account”” or such other title as shall be reasonably acceptable to Lender and the applicable Lockbox Bank. Each Borrower (i) 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 (ii) will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account for application pursuant to the terms of this Agreement and all reasonable costs and expenses for establishing and maintaining the Lockbox Account shall be paid by BorrowerBorrowers. (b) Each Borrower shall, or shall cause Manager toResort Manager, LVHR and/or BREF HR, to deliver irrevocable written instructions to all non-residential tenants under Leases of space at such Borrower’s Property, instructing such tenants to deliver all Rents payable thereunder directly to the Lockbox Account. Hotel/Casino Borrower shall, or shall cause LVHR to, deliver irrevocable written instructions to the Gaming Operator to deliver all income and/or proceeds payable under the Gaming Management Agreement to LVHR directly to the Lockbox Account on account of the payments due from LVHR to Hotel/Casino Borrower under the Casino Component Lease. Hotel/Casino Borrower shall deliver irrevocable written instructions to WGH, as the Liquor Manager, to deliver an amount equal to all revenues earned by Liquor Manager pursuant to the Liquor Management Agreement to the Lockbox Account on account of the payments due from Liquor Manager to Hotel/Casino Borrower. Hotel/Casino Borrower shall deliver irrevocable written instructions to the LVHR to deliver all amounts payable under the Employee Lease and the Casino Component Lease to Hotel/Casino Borrower directly to the Lockbox Account. Each Borrower shall, and shall cause Resort Manager to, and LVHR to deposit all amounts received by such Borrower or Resort Manager or LVHR constituting Rents and/or (including Rents from all non-commercial tenants under Leases of space at such Borrower’s Property and the Casino Component Lease) or any other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.after

Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and maintain maintain, with respect to each of the Lockbox Properties, an account (each, a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in the trust for the benefit of Mortgage Lender, which Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “North Tower, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and Servicer its servicer shall have the sole right to make withdrawals from the each Lockbox Account and all costs and expenses for establishing and maintaining the each Lockbox Account shall be paid by Mortgage Borrower. (b) Borrower shall, or shall cause Mortgage Borrower, Operating Lessee or Manager to, deliver irrevocable written instructions to all tenants under Leases at the Lockbox Properties to deliver all Rents payable thereunder directly to the applicable Lockbox Account. Borrower shall, and shall cause Mortgage Borrower, Manager and Operating Lessee to, deposit all amounts received by Borrower Mortgage Borrower, Operating Lessee or Manager constituting Rents and/or other Gross Income from Operations at the Lockbox Properties into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall, or shall cause Mortgage Borrower, Manager and/or Operating Lessee to, deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks with which Mortgage Borrower, Operating Lessee or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to each Lockbox Property directly to the applicable Lockbox Account. (d) Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to obtain from the each Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the applicable Lockbox Account once every Business Day throughout the term of the Loan. (e) Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to, require each Manager of each Individual Property that is not a Lockbox Property to promptly transfer all amounts payable to Mortgage Borrower or Operating Lessee under the related Management Agreement into the Cash Management Account throughout the term of the Loan. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with each Lockbox Account and/or each Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which each such Lockbox Account was established.

Lockbox Account. (a) Simultaneously with the occurrence of Completion of the Project, Borrower shall establish and maintain enter into a segregated Eligible Account (the “Lockbox Account”) Agreement with a Lockbox Bank in trust selected by Borrower and acceptable to Lender. Thereafter, Borrower shall maintain the Lockbox Account for the benefit term of Lenderthe Loan, which Lockbox Account shall be under the sole dominion and control of LenderLender (subject to the terms hereof and of the Lockbox Agreement). Pursuant to the terms of the Lockbox Agreement, the Lockbox Bank shall, at the direction of Lender (which may not be given until the first commencement of a Trigger Period hereunder), establish the Lockbox Account, which Lockbox Account shall be under the sole dominion and control of Lender (subject to the terms hereof and of the Lockbox Agreement); once established, Borrower shall maintain the Lockbox Account for the term of the Loan. The Lockbox Account shall be entitled “North Tower, LLC, for have a title evidencing the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as foregoing in a manner acceptable to Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 . Borrower hereby authorizes Lender to file UCC Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a thereof to perfect Lender’s security interest in its interest in the Lockbox Account and will notify Lender of all deposits at any time contained therein and the account number proceeds thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all All costs and expenses for establishing and maintaining the Lockbox Account (or any successor thereto) shall be paid by BorrowerBxxxxxxx. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. Borrower shall not alter or modify either the Lockbox Account or the Lockbox Agreement, in each case without the prior written consent of Lender. The Lockbox Agreement shall provide (and Borrower shall provide) Lender online access to bank and other financial statements relating to the Lockbox Account (including, without limitation, a listing of the receipts being collected therein). In connection with any change of the Servicer for the Loan, Lender shall have the right to cause the Lockbox Account to be entitled with such other designation as Lender may select to reflect an assignment or transfer of Lxxxxx’s rights and/or interests with respect to the Lockbox Account or the appointment of a new Servicer, as applicable. Lender shall provide Borrower with prompt written notice of any such renaming of the Lockbox Account. Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. The Lockbox Account (i) shall be an Eligible Account and (ii) shall not be commingled with other monies held by Borrower or Lockbox Bank. (b) Upon (i) Lockbox Bank ceasing to be an institution acceptable to Lender, (ii) any resignation by Lockbox Bank or termination of the Lockbox Agreement by Lockbox Bank or Lender and/or (iii) the occurrence and continuance of an Event of Default, Borrower shall, within fifteen (15) days of Lender’s request, (1) appoint a new Lockbox Bank (which such Lockbox Bank shall (I) be an institution acceptable to Lender, (II) other than during the continuance of an Event of Default, be selected by Borrower and approved by Lxxxxx, and (III) during the continuance of an Event of Default, be selected by Lender), (2) cause such Lockbox Bank to open a new Lockbox Account and enter into a new Lockbox Agreement with Lender on substantially the same terms and conditions as the previous Lockbox Agreement and (3) send new Tenant Direction Notices and the other notices required pursuant to the terms hereof relating to such new Lockbox Agreement and Lockbox Account. Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake any action required of Borrower under this Section 2.7 in the name of Borrower in the event Borrower fails to do the same. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked but may only be exercisable by the Lender during the continuance of an Event of Default. Upon the completion of items (1) - (3) above, Borrower and Lender shall cooperate to terminate the previous Lockbox Account and Lockbox Agreement. (c) On or prior to the date of Completion, Borrower shall deliver to Lender a partially-completed Tenant Direction Notice to each commercial Tenant set forth on the Rent Roll, together with authorization for Lender or its agent to complete and deliver such Tenant Direction Notices upon the occurrence of the first Trigger Period. Borrower represents, warrants and covenants that, from and after the first occurrence of a Trigger Period and thereafter for so long as the Debt remains outstanding, Borrower shall (i) deliver and cooperate with Lender to cause delivery to each commercial Tenant a Tenant Direction Notice, and (ii) within three (3) Business Days of receipt, deposit or cause to be deposited into the Lockbox Account (1) all revenue derived from the Property (including without limitation all Operating Income) and received by Borrower or Manager, as the case may be, and (2) all funds otherwise payable to Borrower by Manager topursuant to the Management Agreement (or otherwise in connection with the Property), deliver written instructions (iii) not maintain any other accounts by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited and (iv) provide additional or newly executed Tenant Direction Notices as directed by Lxxxxx and further cooperate to all tenants under Leases direct each commercial Tenant to deliver all Rents payable thereunder pay rent directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations Until deposited into the Lockbox Account within one Account, any Rents and other revenues from the Property held by or on behalf of Borrower shall be deemed to be held in trust by Borrower for the benefit of Lender and shall not be commingled with any other funds or property of Borrower. If following receipt of a Tenant Direction Notice, the recipient fails to remit payments as directed thereby for sixty (160) Business Day days, Borrower shall use all commercially reasonable efforts to cause such recipient to comply with the terms thereof. If the recipient fails to remit payments as directed thereby for ninety (90) days after receiptreceipt of such Tenant Direction Notice, then in addition to continuing such efforts, Borrower shall give notice thereof to Lender. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section (including, without limitation, any Tenant Direction Notice) in each case without Lxxxxx’s prior written consent. (cd) Borrower Upon request of Bxxxxxxx, following payment in full of the Loan, Lender shall obtain from (i) give written notice to the Lockbox Bank its agreementreleasing all of Lxxxxx’s right, in form title and substance reasonably satisfactory to Lenderinterest in, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in and under the Lockbox Account once every Business Day throughout the term of the LoanAccount, and (ii) provide to Borrower a letter authorizing all Tenants to pay all future rents as may thereafter be directed by Bxxxxxxx.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerXxxxxx Xxxxxx Center, LLCLLC as Borrower and JPMorgan Chase Bank, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assignsNational Association, as Lender, pursuant to Loan Agreement dated as of April __29, 2007-2011 – Lockbox Account”. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid or defeased in full. (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, deliver written instructions Tenant Direction Letters to all tenants Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one two (12) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from Pursuant to the Lockbox Agreement, Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, has agreed to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. (d) Upon the occurrence of a Cash Sweep Event other than a DSCR Trigger Event, which Cash Sweep Event is not the subject of a Cash Sweep Event Cure, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (ai) The Deal Agent and Servicer have jointly established and shall maintain in the name of the Borrower shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Collateral Agent a segregated account with a Lockbox Account Bank and controlled by the Collateral Agent titled "CPS Warehouse Corp. in trust for First Union -------------------------------------------- National Bank, secured party--Lockbox Account". The Borrower agrees that --------------------------------------------- the Collateral Agent shall be under the sole have exclusive dominion and control of Lender. The the Lockbox Account and all monies, instruments and other property from time to time in the Lockbox Account. (ii) The Borrower and the Servicer and the Parent, as the case may be, shall instruct all Obligors (other than Allotment Obligors) to make or wire all payments on the Receivables to the Lockbox Account or Lockbox, as the case may be, and all Collections on Receivables, will, pending remittance to the Collection Account, be entitled “North Tower, LLC, held for the benefit of Xxxxxx XXX Inc. the Collateral Agent and Greenwich Capital Financial Productsimmediately after such proceeds have cleared and become available in accordance with the policies of the Lockbox Account Bank, their successors shall be deposited directly into the Collection Account. (iii) in the event that the Lockbox Agreement terminates for any reason or the Lockbox Account Bank fails to comply with its obligations under the Lockbox Agreement for any reason, then the Borrower shall promptly notify all Obligors to make all future payments to a new Lockbox Account established in accordance with the next succeeding sentence with the Lockbox Account Bank or another depositary institution. The Borrower shall not close such existing Lockbox Account unless it shall have (1) received the prior written consent of the Deal Agent and assignsthe Collateral Agent, as Lender(2) established a new account with the Lockbox Account Bank or with a new depositary institution satisfactory to the Deal Agent and the Collateral Agent, pursuant (3) entered into an agreement covering such new account with the Lockbox Account Bank or with such new depositary institution substantially in the form of such Lockbox Agreement which is satisfactory in all respects to Loan Agreement dated as the Deal Agent and the Collateral Agent (whereupon, for all purposes of April __the Basic Documents, 2007-such new account shall become such Lockbox Account”. Borrower , such new agreement shall become such Lockbox Agreement and any new depositary institution shall become the Lockbox Account Bank), and (i4) hereby grants taken all such action as the Collateral Agent shall require to Lender grant and perfect a first priority security interest in the such new Lockbox Account and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receiptCollateral Agent under Section 8.01 of this Agreement. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.

Lockbox Account. (a) Borrower shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with the Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerXxxxxxx Properties - Austin Research Park, LLCL.P., for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsNomura Credit & Capital, their Inc., its successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __March 15, 2007-2005 -- Lockbox Account”. .” Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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) Borrower shall, or shall cause Manager or Sub-Manger to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager and Sub-Manager to, deposit all amounts received by Borrower Borrower, Manager or Sub-Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, agreement in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.

Lockbox Account. (ai) Borrower The Servicer has established and shall establish and maintain a segregated Eligible account with a Lockbox Account Bank titled "CNL Financial Services, LP, as Servicer". (ii) The Borrower, the “Servicer and the Transferring Affiliates, as the case may be, shall instruct (or cause to be instructed) all Obligors to make all payments on the Pledged Receivables to the Lockbox Account or Lockbox, as the case may be, by wire transfer, ACH transfer, check or other means acceptable to the Lender, and all Collections on Pledged Receivables will, pending remittance to the Collection Account”, be held for the benefit of the Collateral Agent and immediately after such proceeds have cleared and become available in accordance with the policies of the Lockbox Account Bank, shall be transferred to the Collection Account. (iii) with The Borrower and Servicer will deposit or cause to be deposited in the Lockbox Bank Account all cash, checks, money orders, wire transfers, Collections or other Proceeds received by the Borrower and the Servicer (and not the lockbox Account Bank) in respect of Pledged Receivables immediately upon the receipt thereof in the original form received (if other than cash). Until so deposited, all such proceeds shall be held in trust for the benefit of LenderCollateral Agent by the Borrower or Servicer, which as the case may be. (iv) In the event that any Lockbox Agreement terminates for any reason or any Lockbox Account shall be Bank fails to comply with its obligations under the sole dominion and control of LenderLockbox Agreement for any reason, then the Borrower shall promptly notify all Obligors to make all future payments to another existing Lockbox Account or to a new Lockbox Account established in accordance with the following sentence. The Borrower shall not establish any new Lockbox Account shall be entitled “North Towerunless (1) it has received the prior written consent of the Deal Agent and the Collateral Agent, LLC(2) such new Lockbox Account is established with a Lockbox Account Bank satisfactory to the Deal Agent and the Collateral Agent, for and (3) the benefit of Xxxxxx XXX Inc. Deal Agent has received a Lockbox Agreement covering such new account duly executed and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) hereby grants to Lender a first priority security interest in delivered by the Lockbox Account and all deposits at any time contained therein Bank, the Servicer and the proceeds thereof, Borrower. The Borrower shall not close any Lockbox Account without the prior consent of the Deal Agent unless all Obligors have previously been instructed to remit payments to a different Lockbox Account and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right Bank has agreed in writing 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) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly forward any payments received to the new Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.b)..

Lockbox Account. (a) Borrower shall promptly after receiving the Termination Notice, establish and maintain a segregated Eligible Account (with the “Bank pursuant to the Lockbox Agreement the Lockbox Account”, in the name of Borrower with Bank as custodian, into which proceeds and collections of amounts due under the Leases shall be deposited from time to time in accordance with the terms of this Agreement. After the establishment of the Lockbox Account: (A) with Lockbox Bank in trust for The Borrower agrees to promptly direct all Tenants to make all rental and other payments to the benefit of Lender, which Lockbox Account designated by Bank, or as otherwise directed by Bank pursuant to the terms of the Lockbox Agreement. If the Bank learns that the Borrower has failed to give such notice or direction to the Tenants, then the Bank may itself so notify or direct the Tenants. This Agreement shall be sufficient evidence of such right and the Tenants may rely hereon and shall be under no obligation to see to the application of such moneys or other property by the Bank. The Bank is, and its duly authorized agents are hereby authorized by the Borrower to endorse for and on the Borrower's behalf and deposit all drafts and checks payable to the Borrower in the Lockbox Account. (B) All checks, drafts, acceptances, notes, cash and other forms of payment received from the Tenants in payment on the Leases and transmitted to the Lockbox Account, or otherwise to the Bank will be promptly deposited in the Lockbox Account. The Borrower acknowledges and agrees that the Lockbox Account will be maintained for the convenience and benefit of the Bank consistent within the terms of this agreement and the Lockbox Agreement. (C) In the event Borrower (or any of its affiliates, owners, directors, officers, employees or agents) shall receive any cash, checks, notes, drafts or similar items of payment relating to the Leases (or proceeds thereof), then no later than the fifth Business Day following receipt thereof, Borrower shall deposit or cause the same to be deposited in kind in the Lockbox Account. All cash, notes, checks, drafts or similar items of payment by or for the account of Borrower shall be the sole dominion and control exclusive property of Lender. The Lockbox Account Bank immediately upon the earlier of the receipt of such items by Bank or the receipt of such items by Borrower; provided, however, that for the purpose of computing interest hereunder such items shall be entitled “North Towerdeemed to have been collected and shall be applied by Bank on account of the Obligations two (2) Business Days after receipt by Bank (subject to correction for any items subsequently dishonored for any reason whatsoever). Notwithstanding anything to the contrary herein, LLCall such items of payment shall, solely for purposes of determining the benefit occurrence of Xxxxxx XXX Inc. and Greenwich Capital Financial Productsan Event of Default, their successors and assignsbe deemed received upon actual receipt by the Bank, as Lenderunless the same are subsequently dishonored for any reason whatsoever. (D) Throughout the term of this Agreement, pursuant to Loan Agreement dated as the Bank shall be a pledgee in possession of April __, 2007-Lockbox Account”. Borrower (i) hereby grants to Lender a first priority security interest the funds deposited in the Lockbox Account and all deposits at shall have the sole and exclusive right to endorse any time contained therein and the proceeds thereofcheck, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest other instrument presented for deposit in the Lockbox Account and will notify Lender to withdraw or order a transfer from the Lockbox Account, and the Borrower hereby appoints the Bank the true and lawful attorney of the account number thereofBorrower, with full power of substitution, for the purpose of such endorsement or making any such withdrawal or ordering any such transfer from the Lockbox Account, which appointment is coupled with an interest and is irrevocable. Lender and Servicer The Bank shall have the sole right no obligation to make withdrawals withdraw any amounts from the Lockbox Account unless such amounts represent good and all costs collected funds. (E) So long as no Event of Default has occurred and expenses for establishing is continuing, and maintaining provided that neither the Lockbox Account nor any funds deposited therein are then subject to any writ, order, judgment, warrant of attachment, execution or similar process, on each Business Day all amounts deposited in the Lockbox Account during the term of this Agreement shall be paid withdrawn or transferred by the Bank to be applied to the following items in the following order: (a) funds sufficient to pay standard ongoing operating costs related to the operation and maintenance (excluding capital improvements) shall be funded into the Borrower's operating accounts as directed by Borrower.; (b) Borrower shall, or an amount up to $1,500,000 in the aggregate shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly be delivered to the Lockbox Bank to be held in a separate account (the "Replacement Escrow Account. ") to be used for the payment or reimbursement of costs incurred by the Borrower shallin connection with the Replacement Anchor Lease including leasing commissions, tenant improvement costs, and shall cause Manager toother costs as approved by the Bank in its reasonable discretion. Such funds may be drawn by the Borrower monthly as costs are incurred subject to receipt by the Bank of reasonable supporting documentation, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into and in the Lockbox Account within one (1) Business Day after receipt.event such costs relate to construction of tenant improvements, compliance with Bank's standard construction draw procedures; (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available any funds by federal wire transfer all amounts on deposit collected in the Lockbox Account once every Business Day throughout the term in excess of the Loanamount of $1,500,000 shall be deposited into a demand deposit account of the Borrower at the Bank. (d) at such time as the Replacement Anchor has occupied the demised premises under the applicable Replacement Anchor Lease and begun paying rent thereunder, any amounts remaining in the Replacement Escrow Account shall be released by Bank and funded into the Borrower's operating accounts as directed by Borrower. Upon the occurrence and during the continuance of any Event of Default, the Bank may draw on the Letter of Credit or appropriate and apply the funds deposited in the Lockbox Account then, or at any time thereafter, either (i) to the payment in full of all outstanding Obligations in accordance with the terms of this Agreement or (ii) to pay for any tenant improvement costs incurred in connection with any Replacement Anchor Lease, which the Borrower has failed to pay for within five (5) Business Days of notice thereof.

Lockbox Account. (a) Borrower Borrowers shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerHRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC and HRHH Gaming, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsColumn Financial, their Inc., its successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-and/or assigns - Lockbox Account”” or such other title as shall be reasonably acceptable to Lender and the applicable Lockbox Bank. Each Borrower (i) 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 (ii) will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account for application pursuant to the terms of this Agreement and all reasonable costs and expenses for establishing and maintaining the Lockbox Account shall be paid by BorrowerBorrowers. (b) Each Borrower shall, or shall cause its Manager and/or Sub-Manager, as applicable, to, deliver irrevocable written instructions to all commercial tenants under Leases of space at such Borrower’s Property (including, without limitation, the HRHI Lease) to deliver all Rents payable thereunder directly to the Lockbox Account. Hotel/Casino Borrower shall, or shall cause HRHI to, deliver irrevocable written instructions to the Gaming Operator to deliver all income and/or proceeds payable under the Gaming Sublease to HRHI directly to the Lockbox Account on account of the payments due from HRHI to Hotel/Casino Borrower under the HRHI Lease. Hotel/Casino Borrower shall deliver irrevocable written instructions to HRHI, as the Liquor Manager, to deliver an amount equal to all revenues earned by Liquor Manager pursuant to the Liquor Management Agreement to the Lockbox Account on account of the payments due from HRHI to Hotel/Casino Borrower. Each Borrower shall, and shall cause its Manager to, to deposit all amounts received by such Borrower or its Manager constituting Rents and/or (including Rents from all non-commercial tenants under Leases of space at such Borrower’s Property) or any other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. Notwithstanding the foregoing, Adjacent Borrower shall cause Sub-Manager to deposit all amounts received by Sub-Manager constituting Rents (but excluding security deposits unless and until applied in accordance with the terms of the applicable Lease) or any other Gross Income from Operations from the Adjacent Property into the Lockbox Account within five (5) Business Days after receipt. Each Borrower shall, or shall cause its Manager to, deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks with which such Borrower or its Manager and/or Sub-Manager, as applicable, has entered into merchant’s agreements to deliver all receipts payable with respect to any Property directly to the Lockbox Account. (c) Borrower Borrowers shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.

Lockbox Account. (a) Borrower On or before the Closing Date, the Issuer shall establish and thereafter maintain with the Lockbox Account Bank a segregated Eligible Lockbox Account (the “"Lockbox Account”) with Lockbox Bank "), in trust for the benefit name of Lender, which Lockbox Account shall be the Indenture Trustee as secured party and under the sole dominion and control of Lenderthe Indenture Trustee. The Lockbox Account shall be entitled “North Tower, LLC, for Neither the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) hereby grants to Lender a first priority security interest in Issuer nor the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer Property Manager shall have the sole any right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining Account. On or before the Closing Date, the Lockbox Account Bank and the Issuer shall execute and deliver to the Indenture Trustee a Lockbox Account Agreement which provides, inter alia, that no party other than the Indenture Trustee shall have the right to withdraw funds from the Lockbox Account, and (z) the Issuer shall send notices to each Tenant (the "Tenant Direction Notice") occupying space at any Property directing them to pay all Rent and other sums due under the Lease to which they are a party into the Lockbox Account. If, notwithstanding the Tenant Direction Notice, the Issuer, the Property Manager, the Master Servicer or the Special Servicer receives any Rents or any other moneys, cash, rights to deposit or savings accounts or other items of legal tender obtained from or for use in connection with the ownership or operation of the Properties at any time following the Closing Date, the Issuer hereby covenants to deposit or cause such Person to deposit all such amounts in the Lockbox Account (other than any Tenant security deposits and Tenant escrows which shall be paid deposited in the appropriate Escrow Account) within 48 hours of receipt by Borrowerthe Issuer or such Person, as the case may be. If at any time the Lockbox Account Bank terminates the Lockbox Account Agreement or otherwise resigns as Lockbox Account Bank in accordance with the terms of the Lockbox Account Agreement, the Issuer, with the Certificate Insurer's consent, shall establish a new Lockbox Account with a replacement Lockbox Account Bank, in each case meeting the requirements of this Section 3.01. (b) Borrower shallOn each Business Day, or the Indenture Trustee shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income transfer from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) Borrower shall obtain from into the Lockbox Bank its agreementCollection Account, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts available therein. On any date which Tenant security deposits or Tenant escrows are on deposit in the Lockbox Account once every Business Day throughout the term of Indenture Trustee, to the Loanextent that the Property Manager or Issuer has notified it that such deposits are Tenant security deposits or Tenant escrows, shall transfer such amounts to the Property Manager for deposit in the appropriate Escrow Account.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerXxxx XX Xxxxxx TX, LLCLLC as Borrower and JPMorgan Chase Bank, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assignsN.A., as Lender, pursuant to Loan Agreement dated as of April __May 19, 2007-2010 – Lockbox Account”. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, deliver written instructions Tenant Direction Letters to all tenants Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from Pursuant to the Lockbox Agreement, the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, will agree to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account (except for any required minimum balances and/or fees of the Lockbox Bank, as specified in the Lockbox Agreement) once every Business Day throughout the term of the Loan. (d) Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower shall establish and and, during the term of the Loan, maintain a one or more segregated Eligible Account Accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall initially consist of four separate accounts which shall be entitled (A) “North TowerCentro NP Holdings 12 SPE, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Productset al. fbo JPMorgan Chase Bank, their successors and assignsN.A., as Lender, Lender pursuant to Loan Agreement dated as of April __July 28, 2007-2010 — Lockbox Account”, (B) “Centro NP Arbor Faire Owner, L.P., et al. fbo JPMorgan Chase Bank, N.A., as Lender pursuant to Loan Agreement dated as of July 28, 2010 — Lockbox Account”, (C) “Centro NP Augusta West Plaza, LLC, et al., as Borrower fbo JPMorgan Chase Bank, N.A., as Lender and pursuant to Loan Agreement dated as of July 28, 2010 — Lockbox Account”, and (D) “Centro NP Holdings 11 SPE, LLC, et al. as Borrower fbo JPMorgan Chase Bank, NA, as Lender and pursuant to Loan Agreement dated as of July 28, 2010 — Lockbox Account”; provided, however, that such Lockbox Account shall have subaccounts thereof which include the name of each applicable Individual Property. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first first-priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements financing statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all Account. All costs and expenses for of establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement shall remain in effect and the Lockbox Account shall remain in existence until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, as promptly as possible following the Closing Date but in no event later than three (3) Business Days thereafter, deliver written instructions Tenant Direction Letters to all tenants Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations (including, without limitation, all Termination Payments) into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account on each Business Day in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day (other than the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in such order and priority as Lender shall determine in its sole discretion. (e) Funds on deposit in the Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statement, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerBehringer Harvard Xxxxxxxx Place LP, LLCas Borrower, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsWachovia Bank, their successors and assignsNational Association, as Lender, pursuant to Loan Agreement dated as of April __December , 2007-2006 – Lockbox Account”. Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Borrower shall, or shall cause Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout during the term continuance of a Cash Sweep Period. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the LoanDebt in any order in its sole discretion. (e) The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto, and except for the rights of the Lockbox Bank under the Lockbox Agreement. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) Borrower shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with the Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North TowerXxxxxxx Properties — Wateridge Plaza, LLC, for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsNomura Credit & Capital, their Inc., its successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __March 15, 2007-2005 -- Lockbox Account”. .” Borrower (i) 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 (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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) Borrower shall, or shall cause Manager to, deliver written instructions to all Alaris and any other tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, agreement in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.

Lockbox Account. (a) Borrower shall establish and maintain a segregated Eligible Account (the “Other Revenues Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Other Revenues Lockbox Account shall be under the sole dominion and control of Lender. The Other Revenues Lockbox Account shall be entitled TPG-SAN XXXXXX PLAZA, L.P. as debtor for the benefit of Nomura Credit & Capital, Inc., as secured party - Other Revenues Lockbox Account.” Borrower shall also establish and maintain a segregated Eligible Account (the “Parking Lockbox Account”, and together with the Other Revenues Lockbox Account, collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Parking Lockbox Account shall be under the sole dominion and control of Lender. The Parking Lockbox Account shall be entitled “North TowerTPG-SAN XXXXXX PLAZA, LLC, L.P. as debtor for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial ProductsNomura Credit & Capital, their successors and assignsInc., as Lender, pursuant to Loan Agreement dated as of April __, 2007-secured party - Parking Lockbox Account”.” In connection with a Securitization or other transfer of the Loan, Lender shall have the right to cause the applicable account to be entitled with such other designation as Lender (or its successor) may select in its reasonable discretion to reflect an assignment or transfer of the Loan. Borrower (i) 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, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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) Borrower shall, or shall cause Manager to, deliver written instructions to (x) all tenants Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account and (y) to any parking operator under a Parking Management Agreement to deliver all Rents payable in connection with parking operations directly to the Parking Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents and/or other Gross Income from Operations into the Other Revenues Lockbox Account within one two (12) Business Day Days after receipt. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account at least once every each calendar week and on the Business Day immediately preceding each Payment Date throughout the term of the LoanTerm.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Administrative Agent for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of LenderAdministrative Agent. The Lockbox Account shall be entitled “North Tower, LLC, titled as set forth in the Lockbox Agreement. Borrower hereby grants to Administrative Agent for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) 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, thereof and (ii) will take all actions necessary to maintain in favor of Lender Administrative Agent a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements financing statements and continuations thereof. Borrower will not in any way alter or modify Such financing statements may describe as the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender collateral covered thereby “all assets of the account number thereofdebtor, whether now owned or hereafter acquired” or words to that effect. Lender and Servicer Administrative Agent shall have the sole right to make direct withdrawals from the Lockbox Account in accordance with and subject to the Lockbox Agreement and this Agreement and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, on or shall cause Manager toprior to the Closing Date, deliver written instructions to all tenants under Leases MGM/Mandalay Tenant to deliver all MGM/Mandalay Lease Rents payable thereunder under the Initial MGM/Mandalay Lease directly to the Lockbox AccountAccount (which written instructions may be included in the Initial MGM/Mandalay Lease). If a Replacement MGM/Mandalay Lease is entered into in accordance with the terms and provisions of this Agreement, Borrower shall promptly deliver written instructions to any such Replacement MGM/Mandalay Tenant to deliver all MGM/Mandalay Lease Rents payable under any such Replacement MGM/Mandalay Lease directly to the Lockbox Account (which written instructions may be included in the Replacement MGM/Mandalay Lease). Borrower shall, and shall cause Manager to, deposit all amounts unrestricted funds received by Borrower or Manager constituting Rents and/or other Gross Income from Operations unrestricted funds readily available to Borrower pursuant to the express terms and provisions of the MGM/Mandalay Lease Documents into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) If the Property is not subject to the MGM/Mandalay Lease and the Property is subject to a Brand Management Agreement, subject to Section 2.6.1(e), Borrower shall obtain from cause the Brand Manager pursuant to the Brand Management Agreement, and Brand Manager shall, deliver directly to the Lockbox Bank Account all income and proceeds to which Borrower is entitled pursuant to the Brand Management Agreement within one (1) Business Day after Borrower is entitled to distributions thereto from Brand Manager pursuant to the Brand Management Agreement. If the Property is not subject to the MGM/Mandalay Lease and such Individual Property is not subject to a Brand Management Agreement, Borrower shall (i) cause the delivery of irrevocable written instructions to each of the credit card companies or credit card clearing banks with which Borrower or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to such Individual Property directly to the Lockbox Account and (ii) cause Manager to deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account, not less than two (2) times per week during the term of the Loan. (d) If the Property is not subject to the MGM/Mandalay Lease and the Property is subject to a Casino Management Agreement, so long as the Property is subject to a Casino Management Agreement with a Casino Operator, subject to Section 2.6.1(e), Borrower shall cause the Casino Operator pursuant to the Casino Management Agreement, and Casino Operator shall, deliver directly to the Lockbox Account all income and proceeds to which Borrower is entitled pursuant to the Casino Management Agreement within one (1) Business Day after Borrower is entitled to distributions thereto from Casino Operator pursuant to the Casino Management Agreement. (e) If the Property is not subject to the MGM/Mandalay Lease, then in the event that any such amounts or any Rents in respect of the Property are paid directly to Borrower, Borrower shall deposit such amounts or such Rents into the Lockbox Account within two (2) Business Days following Borrower’s receipt thereof or if the applicable Individual Property is being managed by a Brand Manager pursuant to a Brand Management Agreement or a Casino Operator pursuant to a Casino Management Agreement, to the applicable Manager Account. Borrower shall promptly direct any Person delivering any such amounts or such other Rents directly to Borrower, to deliver such amounts or such other Rents directly to the Lockbox Account or if the applicable Individual Property is being managed by a Brand Manager pursuant to a Brand Management Agreement or a Casino Operator pursuant to a Casino Management Agreement, to the applicable Manager Account. For the avoidance of doubt, capital contributions of the indirect owners of Borrower shall not constitute Rents. (f) Borrower has obtained from Lockbox Bank, its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account (other than a reasonable peg balance and the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement), during a Cash Trap Period upon notice from Administrative Agent to Lockbox Bank of such Cash Trap Period, in immediately available funds by federal wire transfer or ACH transfers, all amounts on deposit in the Lockbox Account once every not less than two (2) times per week (the “Cash Trap Sweep Instructions”). In the event of a Cash Trap Event Cure, Administrative Agent shall, within three (3) Business Day throughout Days of Borrower’s written request, provide notice of such Cash Trap Event Cure to the term Lockbox Bank under the Lockbox Agreement that the Cash Trap Sweep Instructions are no longer in effect and that all amounts on deposit in the Lockbox Account shall be transferred by the Lockbox Bank to an account designated by Borrower. In the event a Cash Trap Period is not in effect, all amounts on deposit in the Lockbox Account shall be transferred by Lockbox Bank to an account designated by Borrower. (g) Subject to Priority Waterfall Payments made pursuant to Section 3.5 of the LoanCash Management Agreement and Section 2.6.2(e) hereof, upon the occurrence and during the continuance of an Event of Default, Administrative Agent may, in addition to any and all other rights and remedies available to Administrative Agent, apply any sums then present in the Lockbox Account and the Cash Management Account to the payment of the Debt in any order in its sole discretion, subject to the terms of Section 7.6 of this Agreement. (h) The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower, Casino Operator, Manager or Lockbox Bank. (i) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 financing statements, except those naming Administrative Agent as the secured party, to be filed with respect thereto. (j) Borrower shall indemnify Administrative Agent and Lender and hold Administrative Agent and Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and actual and out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Administrative Agent or Lender) or the performance of the obligations for which the Lockbox Account was established. (k) In the event that Borrower shall enter into a Brand Management Agreement or Casino Management Agreement, to the extent permitted by the terms of such Brand Management Agreement or Casino Management Agreement, and by any Gaming Laws, Borrower shall grant to Administrative Agent a security interest with respect to Borrower’s interest in each Manager Account maintained by such Brand Manager or Casino Operator and shall use commercially reasonable efforts to cause each Manager Account to be maintained as an Eligible Account. Borrower shall use commercially reasonable efforts to (i) cause such Brand Manager or Casino Operator to consent to such grant of security interest and (ii) cause the Eligible Institution holding such Manager Account to acknowledge such security interest, pursuant to a deposit account control agreement in form and substance reasonably acceptable to Lender, Eligible Institution, Borrower and such Brand Manager or Casino Operator.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”"LOCKBOX ACCOUNT") with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “North Tower"Behringer Harvard Paces West, LLC, for the benefit of Xxxxxx XXX Inc. as Borrower, and Greenwich Capital Financial ProductsBear Xxxxxxx Commercial Mortgage, their successors and assignsInc., as Lender, pursuant to Loan Agreement dated as of April __19, 2007-2006 - Lockbox Account”". Borrower (i) hereby grants to Lender a first first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the 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. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Borrower shall, or shall cause Property Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Property Manager to, deposit all amounts received by Borrower or Property Manager constituting Rents and/or other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion. (e) The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto, and except for the rights of the Lockbox Bank under the Lockbox Agreement. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Administrative Agent for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of LenderAdministrative Agent. The Lockbox Account shall be entitled “North Tower, LLC, titled as set forth in the Lockbox Agreement. Borrower hereby grants to Administrative Agent for the benefit of Xxxxxx XXX Inc. and Greenwich Capital Financial Products, their successors and assigns, as Lender, pursuant to Loan Agreement dated as of April __, 2007-Lockbox Account”. Borrower (i) 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, thereof and (ii) will take all actions necessary to maintain in favor of Lender Administrative Agent a perfected first priority security interest in the Lockbox Account, including executing and including, without limitation, filing UCC-1 Financing Statements financing statements and continuations thereof. Borrower will not in any way alter or modify Such financing statements may describe as the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender collateral covered thereby “all assets of the account number thereofdebtor, whether now owned or hereafter acquired” or words to that effect. Lender and Servicer Administrative Agent shall have the sole right to make direct withdrawals from the Lockbox Account in accordance with and subject to the Lockbox Agreement and this Agreement and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, on or shall cause Manager toprior to the Closing Date, deliver written instructions to all tenants under Leases MGM/Mandalay Tenant to deliver all MGM/Mandalay Lease Rents payable thereunder under the Initial MGM/Mandalay Lease directly to the Lockbox AccountAccount (which written instructions may be included in the Initial MGM/Mandalay Lease). If a Replacement MGM/Mandalay Lease is entered into in accordance with the terms and provisions of this Agreement, Borrower shall promptly deliver written instructions to any such Replacement MGM/Mandalay Tenant to deliver all MGM/Mandalay Lease Rents payable under any such Replacement MGM/Mandalay Lease directly to the Lockbox Account (which written instructions may be included in the Replacement MGM/Mandalay Lease). Borrower shall, and shall cause Manager to, deposit all amounts unrestricted funds received by Borrower or Manager constituting Rents and/or other Gross Income from Operations unrestricted funds readily available to Borrower pursuant to the express terms and provisions of the MGM/Mandalay Lease Documents into the Lockbox Account within one (1) Business Day after receiptreceipt thereof. (c) Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.