Common use of Lockbox Account Clause in Contracts

Lockbox Account. (a) On the Closing Date, the Parties entered into the Lockbox Agreement with the Lockbox Bank. (b) The Lender Concentration Account shall be held solely for the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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. (aA) On the Closing Date, each Pledgor shall deliver to the Parties entered Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox BankAccounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (bB) The Lender Concentration Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held solely in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the LenderSecured Parties, 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 with a perfected security interest therein, each Liquid Investment shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall 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 be subject to the satisfaction of each of the following conditions to the satisfaction of the Lendereither: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On the Closing Date, the Parties entered parties hereto shall enter into the a Lockbox Agreement substantially in the form attached hereto as Exhibit F, which Lockbox Agreement will provide for, among other things, the establishment and maintenance of a Lockbox Account, a Company Concentration Account and a Lender Concentration Account in accordance with the Lockbox Bankterms herein and therein. (b) The Lender Concentration Account shall be held solely for the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F.K. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower in relation thereto, Borrower shall immediately upon the execution of the Lockbox Agreement (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 shall have no right to terminate the Lockbox Account without LenderBorrower’s prior written consent. 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: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) 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 Amended Agreement and the other Loan Documentsinto; (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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) [Intentionally Omitted]Prior to the date on which the Lockbox Agreement is executed by all parties thereto, Borrower shall cause any payments that would be swept into the Lender Concentration Account pursuant to Exhibit K but are received by Borrower and/or any of its Subsidiaries to be paid directly to the Lender, by wire transfer to Lender Bank Account, on Wednesday of every other week for the period ending on the Friday of the immediately prior two weeks. (h) All Following the date on which the Lockbox Agreement is executed, 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.K. (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. (j) In the event at any time following the execution of the Lockbox Agreement by all parties thereto, any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the LoansLoan, 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 [*****] Days (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 [*****] days 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 [*****] Days 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 [*****] days 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 parties hereto 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) On Borrower shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the Parties entered into 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 Agreement with 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 BankAccount, 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) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Manager to, subject deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, 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 cause Manager to, deposit all amounts received by Borrower or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the Manager constituting Rents and/or other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 Gross Income from Operations into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt. (c) Sweeps Borrower shall obtain from the Lockbox Bank its agreement, in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for in immediately available funds by federal wire transfer all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower amounts on deposit 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during once every Business Day throughout the term of the Loans, 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 AccountantsLoan.

Lockbox Account. (a) On Borrower shall establish and maintain a segregated Eligible Account (the Closing Date“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 Parties entered into “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 TPG-2500 CITYWEST, L.P. as debtor for the benefit of Nomura Credit & Capital, Inc., as 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 hereby grants to Lender a first priority security interest in the Lockbox Agreement with 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 BankAccount, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations 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) The Lender Concentration Account shall be held solely for the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreementshall, or shall cause Manager to, deliver written instructions to (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall 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 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) 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 Amended Agreement and the other Loan Documents; (iiix) all funds and items in the accounts subject Tenants under Leases 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 deliver all of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties Rents payable thereunder directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iiiy) provide to Lender any parking operator under a copy of such noticeParking 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 into the Other Revenues Lockbox Account within two (2) Business Days after receipt. (kc) Amounts payable pursuant Borrower shall obtain from Lockbox Bank its agreement to this Section 4.02 shall be transfer to the Cash Management Account 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of federal wire transfer all amounts on deposit in the Quarterly Report for the fourth fiscal quarter of Lockbox Account at least once each calendar year during week and on the term of Business Day immediately preceding each Payment Date throughout the Loans, 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 AccountantsTerm.

Lockbox Account. (a) On During the Closing Dateterm of the Loan, the Parties entered into Borrower shall cause Mortgage Borrower to establish and maintain, with respect to each of the Lockbox Agreement Properties, an account (each, a “Lockbox Account”) with Lockbox Bank in trust for the benefit of Mortgage Lender, which Lockbox BankAccount shall be under the sole dominion and control of Mortgage Lender. Mortgage Lender and its servicer shall have the sole right to make withdrawals from each Lockbox Account and all costs and expenses for establishing and maintaining each Lockbox Account shall be paid by Mortgage Borrower. (b) The Lender Concentration Account Borrower shall, or shall be held solely for cause Mortgage Borrower, Operating Lessee or Manager to, deliver irrevocable written instructions to all tenants under Leases at the benefit of the Lender, subject Lockbox Properties to deliver all Rents payable thereunder directly to the terms applicable Lockbox Account. Borrower shall 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 held solely for the benefit of cause Mortgage Borrower, subject to the terms Manager and conditions of this Amended AgreementOperating Lessee to, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreementdeposit all amounts received by Mortgage Borrower, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions Operating Lessee or restrictions whatsoever other than those of Manager constituting Rents at the Lockbox Bank; provided, however, that nothing herein shall Properties into the Lockbox Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps from 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 Account shall be made pursuant Property directly to Exhibit F.the applicable Lockbox Account. (d) Borrower shall, or shall pay for cause Mortgage Borrower or Operating Lessee to, obtain from each Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all fees, expenses and charges amounts on deposit in the applicable Lockbox Account once every Business Day throughout the term of the Lockbox Bank by debiting the Company Concentration AccountLoan. (e) With respect 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 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 promptly transfer all Royalties that are due and amounts payable to Mortgage Borrower in respect or Operating Lessee under the related Management Agreement into the Cash Management Account throughout the term 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 notificationLoan. (f) Borrower shall have no right to terminate the 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 without and/or each Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender’s prior written consent. Any such consent, which ) or the Lender may grant or withhold in its discretion, shall be subject to the satisfaction of each performance of the following conditions to the satisfaction of the Lender: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) 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 obligations for which each 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 of the applicable parties paying Royalties have been instructed to remit all 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 Accountwas established. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrowers shall establish and maintain a segregated Eligible Account (the Closing Date, the Parties entered into the “Lockbox Agreement Account”) with the Lockbox Bank. (b) The Lender Concentration Account shall be held solely Bank in trust for the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the which Lockbox Account shall be made pursuant to Exhibit F. under the sole dominion and control of Lender (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall have no right to terminate require Lockbox Bank to allow Borrower to make withdrawals from the Lockbox Account). The Lockbox Account shall be entitled “Xxxx XX Janesville WI, LLC, as Borrower, pursuant to Loan Agreement dated as of April 1, 2010 — Lockbox Account.” Each Borrower (i) hereby grants to Lender a first priority security interest in the Lockbox Account without Lender’s prior written consent. Any such consentand all deposits at any time contained therein and the proceeds thereof, 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; and (ii) Lenderwill take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. No Borrower shall in any way alter or modify the Lockbox Account. Borrowers will notify Lender of the account number thereof. Lender and the successor Lockbox Bank Servicer shall have entered into a lockbox agreement substantially in the form of sole right to make withdrawals from the Lockbox Agreement initially entered into Account and such agreement all costs and expenses for establishing and maintaining the Lockbox Account shall be considered paid by Borrowers. All monies now or hereafter deposited into the “Lockbox Agreement” under this Amended Agreement and Account shall be deemed additional security for the other Loan Documents;Debt. (iiib) Borrowers shall, or shall cause Manager to, deliver written instructions to all funds and items in the accounts subject tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Agreement Account. Borrowers shall, and shall cause Manager to, deposit all amounts received by any Borrower or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt. (c) Borrowers shall obtain from the Lockbox Bank its agreement in form and substance reasonably satisfactory to be terminated shall be transferred Lender, to transfer to the new accounts held at Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the successor Lockbox Bank prior Account once every 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 termination payment of the then existing Lockbox Bank; andDebt in any order in its sole discretion. (ive) Borrower The Lockbox Account shall have received evidence that all of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts not be commingled with other monies held at the successor by any Borrower, Manager or Lockbox Bank. (gf) [Intentionally Omitted] (h) All Gross Payments No Borrower shall be paid into further pledge, assign or grant any security interest in the Lockbox Account or to any other account(s) designated in writing by the Lender(s) to Borrower, and amounts monies 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 permit any lien or encumbrance to attach thereto, or any payment levy to be made in accordance thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with the last sentence of Section 4.01(a) to the Lockbox Accountrespect thereto. (jg) In the event 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 party to a License Agreement 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 party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to way connected with the Lockbox Account and/or the Lockbox Agreement (orunless arising from the gross negligence or willful misconduct of Lender or Lockbox Bank, if as applicable) or the performance of the obligations 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) notify such party to remit any future Royalties to which the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrowers shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the Parties entered into sole dominion and control of Lender. The Lockbox Account shall be entitled “HRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC and HRHH Gaming, LLC, for the benefit of Column Financial, Inc., its successors and/or assigns - Lockbox Account” or such other title as shall be reasonably acceptable to Lender and the applicable Lockbox Bank. Each Borrower hereby grants to Lender a first priority security interest in the Lockbox Agreement with Account and all deposits at any time contained therein and the proceeds thereof, and 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 BankAccount, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender 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 Borrowers. (b) The Lender Concentration Account Each Borrower shall, or shall be held solely for 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 benefit of the Lender, subject HRHI Lease) to deliver all Rents payable thereunder directly to the terms and conditions of this Amended AgreementLockbox Account. The Lender Hotel/Casino Borrower shall, or 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 held solely for the benefit of Borrowercause HRHI to, subject deliver irrevocable written instructions to the terms and conditions of this Amended Agreement, Gaming Operator to deliver all income and/or proceeds payable under the Security Agreement and the other Transaction Documents. Subject Gaming Sublease to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 HRHI directly to the Lockbox Account when 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 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 revenues earned by Liquor Manager pursuant to the Lender a copy of each such notification. (f) Borrower shall have no right Liquor Management Agreement 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 be subject to the satisfaction of each on account of the following conditions payments due from HRHI to the satisfaction Hotel/Casino Borrower. Each Borrower shall, and shall cause its Manager to deposit all amounts received by such Borrower or its Manager constituting Rents (including Rents from all non-commercial tenants under Leases of the Lender: (ispace at such Borrower’s Property) the successor Lockbox Bank shall be acceptable to the Lender; (ii) 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 Amended Agreement and the or any 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) [Intentionally Omitted] (h) All Gross Payments shall be paid Income from Operations into the Lockbox Account or to any other account(swithin one (1) designated in writing by Business Day after receipt. Notwithstanding the Lender(s) to Borrowerforegoing, and amounts deposited therein shall be treated as described in Exhibit F. (i) Adjacent Borrower shall pay voluntary prepayments made at the election of Borrower in accordance with Section 3.02(a) or any payment made 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 last sentence terms of Section 4.01(athe 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. (jc) In the event any party Borrowers shall obtain from Lockbox Bank its agreement to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except transfer to the Lockbox Account, Borrower shall Cash Management Account in immediately (i) remit any such Royalties to available funds by federal wire transfer all amounts on deposit in the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during once every Business Day throughout the term of the Loans, 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 AccountantsLoan.

Lockbox Account. (a) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain an account (the Parties entered “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 “Xxxx XX Xxxxxx TX, LLC as Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of May 19, 2010 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations 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 with and Lockbox Account shall remain in effect until the Lockbox BankLoan has been repaid in full. (b) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Manager to, subject on or prior to the terms and conditions of this Amended Agreement. The Lender shall have immediate and full access Closing Date, deliver Tenant Direction Letters to any funds held in the Lender Concentration Account and such funds shall not be subject all Tenants under Leases to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, and conditions of this Amended Agreementshall cause Manager to, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, deposit all amounts received by Borrower shall have immediate and full access to 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 Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps from Pursuant to the Lockbox Agreement, the Lockbox Bank 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 shall be made pursuant to Exhibit F.(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) Borrower shall pay for Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) 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 The Lockbox Account when due all Royalties that are due and payable to Borrower in respect of shall not be commingled with other monies held by Borrower, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys’ fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrower shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the Parties entered into sole dominion and control of Lender. The Lockbox Account shall be entitled “HRHH Development Transferee, LLC, for the benefit of Column Financial, Inc., its successors and/or assigns — Lockbox Account” or such other title as shall be reasonably acceptable to Lender and the applicable Lockbox Bank. Borrower hereby grants to Lender a first priority security interest in the Lockbox Agreement with Account and all deposits at any time contained therein and the proceeds thereof, and 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 BankAccount, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof and entering into a deposit account control agreement with Lockbox Bank and Lender in a form or forms reasonably acceptable to Lender. Lender 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) The Lender Concentration 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 (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 be held solely for obtain from Lockbox Bank its agreement to transfer to the benefit 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 LenderLoan. (d) Borrower and Lender agree that, subject to notwithstanding the terms foregoing Sections 2.6.2 (a), (b) and conditions of this Amended Agreement. The Lender shall have immediate and full access to any funds held in (c), on the Lender Concentration Account and such funds Closing Date Borrower shall not be subject obligated to any conditions establish or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 maintain the Lockbox Bank; Account, provided, however, that nothing herein 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) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended AgreementCash Management Account at all times prior to the Lockbox Implementation Date, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 on 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 shall have no right to terminate after the Lockbox Account without Lender’s prior written consent. Any such consentImplementation Date, which any and all income and proceeds from the Lender may grant Property of any kind or withhold in its discretion, shall be subject nature paid 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, 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 or received evidence that all of the applicable parties paying Royalties have been instructed to remit all 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 by 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 on behalf of Borrower in accordance with Section 3.02(a) or from any payment made in accordance with the last sentence of Section 4.01(a) to the Lockbox Accountsource. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain an account (the Parties entered “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 “Behringer Harvard Xxxxxxxx Place LP, as Borrower, and Wachovia Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December , 2006 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. 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 Agreement with Account shall be deemed additional security for the Lockbox BankDebt. (b) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Manager to, subject deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, 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 cause Manager to, deposit all amounts received by Borrower or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account shall be made pursuant to Exhibit F.once every Business Day during the continuance of a Cash Sweep Period. (d) Borrower shall pay for Upon the occurrence of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) With respect to any License Agreement, In License or invoice entered into or issued The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower in relation thereto, Borrower shall immediately (A) notify the applicable Contract Party to remit to the or 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 notificationBank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, which or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the Lender may grant or withhold in its discretionsecured party, shall to be subject to filed with respect thereto, and except for 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, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form rights of the Lockbox Agreement initially entered into and such agreement shall be considered Bank under 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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. 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) On Lender may require Borrower to establish and maintain an account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the Parties entered sole dominion and control of Lender. The Lockbox Account would be entitled “SHC Michigan Avenue, LLC and New DTRS Michigan Avenue, LLC as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of July 28, 2011 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations 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 with and Lockbox Account shall remain in effect until the Lockbox BankLoan has been repaid in full. (b) The Lender Concentration Account shall be held solely for the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations deliver irrevocable written instructions to pay in full all amounts due each tenant of the Property to send directly to the Lender Lockbox Account all payments of Rent payable to Borrower under this Amended Agreementsuch Leases, or (ii) in any manner limit cause all credit card receipts to be deposited directly into the recourse Lockbox Account instructing each of the Lender 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 assets 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, (iii) instruct Manager to deposit all other Rents received by Manager from the Property distributions due Borrower under the Management Agreement directly to satisfy Borrower’s obligationsthe Lockbox Account within one (1) Business Day after receipt 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) Sweeps Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account shall be made pursuant to Exhibit F.once every Business Day throughout the term of the Loan. (d) Borrower shall pay for Upon the occurrence of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) 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 The Lockbox Account when due all Royalties that are due and payable to Borrower in respect of shall not be commingled with other monies held by Borrower, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys’ fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On 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 Closing Dateoccurrence and continuance of an Event of Default, Borrower shall establish and maintain a segregated Eligible Account (the Parties entered into "LOCKBOX ACCOUNT") 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 "BA Parkway Associates II, L.P., as Borrower, and Xxxxxx Brothers Holdings Inc., as Lender, pursuant to Loan Agreement dated as of August 12, 1997 - Lockbox Account" and the title of the Lockbox Agreement 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 hereby grants to Lender a first priority security interest in the Lockbox BankAccount and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify 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) The Lender Concentration Account shall be held solely for Upon the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever other than those establishment of the Lockbox Bank; providedAccount, howeverBorrower shall, that nothing herein or shall (i) affect or reduce Borrower’s obligations cause each Manager to, deliver written instructions to pay in full 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 due to received by Borrower or Manager constituting Rents into the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsLockbox Account promptly upon receipt. (c) Sweeps from Upon the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges establishment of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall obtain from Account Holder an agreement that Account Holder will commence to transfer to the Cash Collateral Account in immediately (i) remit any such Royalties to available funds by federal wire transfer all amounts on deposit in the Lockbox Account (or, 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) notify such party to remit any future Royalties to once every other Business Day throughout the Lockbox Account and (iii) provide to Lender a copy of such noticeTerm. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On 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 as more fully described in the Lockbox Agreement. The Lockbox Account shall be entitled “ARG FEMRGWV001, LLC et al LB FBO Column Financial, Inc. and Citi Real Estate Funding Inc. and their successors and assigns as Lender”. Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. 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. (a) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Parties entered Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Agreement 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, 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 of receipt. (b) 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 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. (c) 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 on deposit 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. (be) The Lender Concentration Account shall be held solely for the benefit of the Lender, 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 Borrower shall not be subject to further pledge, assign or grant any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held security interest in the Company Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever other than those of the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall or the monies deposited therein or permit any Lien or encumbrance to attach thereto, or any levy to be made pursuant thereon, or any UCC‑1 Financing Statements, except those naming Lender as the secured party, to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) With be filed 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 shall have no right to terminate 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 without Lender’s prior written consent. 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: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) Lender, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of and/or the Lockbox Agreement initially entered into and such agreement shall be considered (unless arising from the “Lockbox Agreement” under this Amended Agreement and gross negligence or willful misconduct of Lender) or 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 performance of the then existing Lockbox Bank; and (iv) Borrower shall have received evidence that all of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) [Intentionally Omitted] (h) All Gross Payments shall be paid into obligations for which 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 Accountwas established. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrower shall establish and, during the Closing Dateterm of the Loan, maintain one or more segregated Eligible Accounts (collectively, the Parties entered into the “Lockbox Agreement Account”) with the Lockbox Bank. (b) The Lender Concentration Account shall be held solely Bank in trust for the benefit of the Lender, 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 which Lockbox Account shall be held solely for under the benefit sole dominion and control of BorrowerLender. The Lockbox Account shall initially consist of four separate accounts which shall be entitled (A) “Centro NP Holdings 12 SPE, subject LLC, et al. fbo JPMorgan Chase Bank, N.A., as Lender pursuant to the terms Loan Agreement dated as of July 28, 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 conditions pursuant to Loan Agreement dated as of this Amended AgreementJuly 28, the Security 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 and the other Transaction Documents. Subject to the terms and conditions dated as of this Amended AgreementJuly 28, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the 2010 - Lockbox BankAccount”; provided, however, that nothing herein such Lockbox Account shall have subaccounts thereof which include the name of each applicable Individual Property. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account. All costs and expenses 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. (ib) affect Borrower shall, or reduce Borrower’s obligations shall cause Manager to, as promptly as possible following the Closing Date but in no event later than three (3) Business Days thereafter, deliver Tenant Direction Letters to pay in full 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 due to received by Borrower or Manager constituting Rents (including, without limitation, all Termination Payments) into the Lender under this Amended Agreement, or Lockbox Account within one (ii1) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps Borrower shall obtain from Lockbox Bank its 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 shall be made pursuant to Exhibit F.(other than the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan. (d) Borrower shall pay for Upon the occurrence of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in such order and priority as Lender shall determine in its sole discretion. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower Funds on deposit 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 shall not be commingled with other monies held by Borrower, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any Lien to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC-1 financing statement, except those naming Lender as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys’ fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrowers shall establish and maintain a segregated Eligible Account (the Closing Date, the Parties entered into the “Lockbox Agreement Account”) with the Lockbox Bank. (b) The Lender Concentration Account shall be held solely Bank in trust for the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the which Lockbox Account shall be made pursuant to Exhibit F. under the sole dominion and control of Lender (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall have no right to terminate require Lockbox Bank to allow Borrower to make withdrawals from the Lockbox Account). The Lockbox Account shall be entitled “Xxxx XX Cleveland OH, LLC, as Borrower, pursuant to Loan Agreement dated as of April 1, 2010 — Lockbox Account.” Each Borrower (i) hereby grants to Lender a first priority security interest in the Lockbox Account without Lender’s prior written consent. Any such consentand all deposits at any time contained therein and the proceeds thereof, 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; and (ii) Lenderwill take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. No Borrower shall in any way alter or modify the Lockbox Account. Borrowers will notify Lender of the account number thereof. Lender and the successor Lockbox Bank Servicer shall have entered into a lockbox agreement substantially in the form of sole right to make withdrawals from the Lockbox Agreement initially entered into Account and such agreement all costs and expenses for establishing and maintaining the Lockbox Account shall be considered paid by Borrowers. All monies now or hereafter deposited into the “Lockbox Agreement” under this Amended Agreement and Account shall be deemed additional security for the other Loan Documents;Debt. (iiib) Borrowers shall, or shall cause Manager to, deliver written instructions to all funds and items in the accounts subject tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Agreement Account. Borrowers shall, and shall cause Manager to, deposit all amounts received by any Borrower or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt. (c) Borrowers shall obtain from the Lockbox Bank its agreement in form and substance reasonably satisfactory to be terminated shall be transferred Lender, to transfer to the new accounts held at Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the successor Lockbox Bank prior Account once every 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 termination payment of the then existing Lockbox Bank; andDebt in any order in its sole discretion. (ive) Borrower The Lockbox Account shall have received evidence that all of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts not be commingled with other monies held at the successor by any Borrower, Manager or Lockbox Bank. (gf) [Intentionally Omitted] (h) All Gross Payments No Borrower shall be paid into further pledge, assign or grant any security interest in the Lockbox Account or to any other account(s) designated in writing by the Lender(s) to Borrower, and amounts monies 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 permit any lien or encumbrance to attach thereto, or any payment levy to be made in accordance thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with the last sentence of Section 4.01(a) to the Lockbox Accountrespect thereto. (jg) In the event 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 party to a License Agreement 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 party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to way connected with the Lockbox Account and/or the Lockbox Agreement (orunless arising from the gross negligence or willful misconduct of Lender or Lockbox Bank, if as applicable) or the performance of the obligations 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) notify such party to remit any future Royalties to which the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On the Closing Date, the Parties entered into The Servicer shall establish a Lockbox Account identified as “the Lockbox Agreement Account for Xxxxxx Master Facility Agreement, in trust for the Series 2002-A Secured Parties” on behalf of, and in the name of, MLR II LLC, which shall be an Eligible Bank Account. The Servicer shall direct each User to make all payments with respect to the Series 2002-A Contracts which are due after the related Pledge Date directly to the Lockbox Bank. (b) The Lender Concentration Account shall be held solely for the benefit of the Lender, subject Account. Any notice delivered pursuant to the terms and conditions preceding sentence of this Amended Agreement. The Lender Section 3.09 after the date hereof 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, provide that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreementit is irrevocable except by, or a notice accompanied by written consent of, the Series Controlling Party and (ii) in any manner limit the recourse of User will only be discharged from its obligations under the Lender Series 2002-A Contract to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 extent payments 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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) sent to the Lockbox Account. (jb) In The Servicer shall issue and maintain a standing instruction to the event any party Lockbox Bank under the Lockbox Agreement to a License Agreement including any party the effect that (x) on each Business Day the Lockbox Bank shall (i) cause all items received in the post-office box related to a Future License remits any Royalties directly the Lockbox Account since the preceding Business Day relating to Borrower or otherwise except the Series 2002-A Contracts to be deposited into the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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), and (ii) notify such party to remit any future Royalties to by electronic funds transfer into the Series 2002-A Facility Account all available funds on deposit in the Lockbox Account and (iiiy) provide if the 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 Lender a copy Collections on the Series 2002-A Contracts (without the consent of such noticeany other Person), and shall not thereafter follow any directions of the Servicer (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. (kc) Amounts payable pursuant to this Section 4.02 Neither the Servicer, any Obligor nor any Affiliate thereof shall be in addition to direct or shall have directed any amounts payable under Section 4.02(d) of this Amended Agreement. (l) Any payments, other than from funds paid to Lender from the Lender Concentration Account, payments to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, remitted to the extent that either Lender or Borrower has determined that there is a discrepancy as Lockbox Account unless such payments relate to the amounts paid Series 2002-A Contracts, or to Lender hereunder for such calendar year, then the Person who has made such determination may notify the Contracts relating to other in writing Series of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event that either Agent or Borrower delivers Notes assigned 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.Group A.

Lockbox Account. (a) On During the Closing Dateterm of the Loan, the Parties entered into Borrower shall cause Mortgage Borrower to establish and maintain, with respect to each of the Lockbox Agreement Properties, an account (each, a “Lockbox Account”) with Lockbox Bank in the trust for the benefit of Mortgage Lender, which Lockbox BankAccount shall be under the sole dominion and control of Mortgage Lender. Mortgage Lender and its servicer shall have the sole right to make withdrawals from each Lockbox Account and all costs and expenses for establishing and maintaining each Lockbox Account shall be paid by Mortgage Borrower. (b) The Lender Concentration Account Borrower shall, or shall be held solely for cause Mortgage Borrower, Operating Lessee or Manager to, deliver irrevocable written instructions to all tenants under Leases at the benefit of the Lender, subject Lockbox Properties to deliver all Rents payable thereunder directly to the terms applicable Lockbox Account. Borrower shall, 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 held solely for the benefit of cause Mortgage Borrower, subject to the terms Manager and conditions of this Amended AgreementOperating Lessee to, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreementdeposit all amounts received by Mortgage Borrower, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions Operating Lessee or restrictions whatsoever other than those of Manager constituting Rents at the Lockbox Bank; provided, however, that nothing herein shall Properties into the Lockbox Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps from 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 Account shall be made pursuant Property directly to Exhibit F.the applicable Lockbox Account. (d) Borrower shall, or shall pay for cause Mortgage Borrower or Operating Lessee to obtain from each Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all fees, expenses and charges amounts on deposit in the applicable Lockbox Account once every Business Day throughout the term of the Lockbox Bank by debiting the Company Concentration AccountLoan. (e) With respect 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 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 promptly transfer all Royalties that are due and amounts payable to Mortgage Borrower in respect or Operating Lessee under the related Management Agreement into the Cash Management Account throughout the term 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 notificationLoan. (f) Borrower shall have no right to terminate the 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 without and/or each Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender’s prior written consent. Any such consent, which ) or the Lender may grant or withhold in its discretion, shall be subject to the satisfaction of each performance of the following conditions to the satisfaction of the Lender: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) 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 obligations for which each 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 of the applicable parties paying Royalties have been instructed to remit all 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 Accountwas established. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On the Closing Funding Date, the Parties entered shall enter into the a Lockbox Agreement with the Lockbox Bank, which Lockbox Agreement will provide for, among other things, the establishment and maintenance of a Lockbox Account and a Lender Concentration Account in accordance with the terms herein and therein. (b) The Lender Concentration Account shall be held solely for the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F.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. (d) Borrower Borrowers shall pay for all fees, expenses and charges of the Lockbox Bank by debiting depositing sufficient funds into the Company Concentration AccountLockbox Account when such fees, expenses and charges are due. (e) With respect to any License AgreementBorrowers shall, In License or invoice entered into or issued by Borrower immediately upon the execution of the Lockbox Agreement (i) instruct Biosense in relation thereto, Borrower shall immediately (A) notify the applicable Contract Party writing to remit to the Lockbox Account when due all Royalties Payments that are due and payable to Borrower Borrowers in respect of or derived from such License Agreement, In License or invoice the Biosense Agreement and (Bii) in each case, promptly provide to the Lender a copy of each such notification. (f) Borrower Borrowers shall have no right to terminate the Lockbox Account without the Lender’s prior written consent. 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: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) the Lender, Borrower Borrowers 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 Documentsinto; (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 Borrowers and the Lender shall have received evidence that all of the applicable parties paying Royalties have Biosense has been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) [Intentionally Omitted] (h) All Gross Included Payments shall be paid into the Lockbox Account or to any other account(s) designated in writing by the Lender(s) Lender to BorrowerBorrowers, and amounts deposited therein shall be treated as described in Exhibit F.I. (ih) Borrower Borrowers shall pay make voluntary prepayments made at the election of Borrower in accordance with Section 3.02(a) by wire transfer or any payment made in accordance with the last sentence of Section 4.01(a) by an Automated Clearing House transfer to the Lockbox Account. (ji) In the event at any party to a License time following the execution of the Lockbox Agreement including any party to a Future License by all parties thereto, Biosense remits any Royalties Included Payments directly to Borrower Borrowers or otherwise except to the Lockbox Account, Borrower Borrowers shall immediately (i) remit any such Royalties Included Payments to the Lockbox Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower Borrowers shall remit such Royalties Included Payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Bank Account), (ii) notify such party immediately instruct Biosense in writing to remit any future Royalties Included Payments to the Lockbox Account and (iii) promptly provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall be in addition to any amounts payable under Section 4.02(d) of this Amended Agreement. (lj) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by Borrower Borrowers to the 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 to the Lender Bank Concentration Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Prior to the date on which any Loan is transferred to the Trust, the Servicer shall 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 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 DateDate 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 payment with respect to the 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 the 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 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 Parties entered 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 the Indenture Trustee with such new Lockbox Bank, (B) instruct all Obligors to make payments under the Loans or otherwise in connection with the Trust Estate directly to such new Lockbox, and (iii) enter into a Lockbox Agreement with such new Lockbox Bank satisfactory to the Controlling Party. In such event, the Indenture Trustee shall promptly send a termination notice to the existing Lockbox Bank to terminate the Lockbox Agreement with the existing Lockbox Bank. (b) The Lender Concentration Account shall be held solely for the benefit Bank following receipt of the Lender, subject an instruction 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps effect from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration AccountControlling Party. (e) 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On the Closing Date, the Parties entered into Borrower shall execute and 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 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 BankAgreement. Until expended or applied, amounts held in the Lockbox Account shall constitute additional security for the Debt. (b) The Lender Concentration Prior to the occurrence of a Trigger Event, Borrower shall use and apply the funds deposited into the Lockbox Account shall be held solely for the benefit to pay Debt Service, escrows required hereunder, Operating Expenses of the LenderProject, subject to and otherwise as it may determine. Upon the terms occurrence of a Trigger Event 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 until a Trigger Event Cure, Borrower shall not be subject entitled to make any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps withdrawals from the Lockbox Account and funds shall be made pursuant distributed to Exhibit F. (d) Borrower shall pay Lender for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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 application in accordance with the last sentence of Section 4.01(a) to Loan Documents. Lender shall have a first priority perfected security interest in the Lockbox Account and all sums deposited therein. Borrower shall pay all costs and expenses in connection with establishing and administering the Lockbox Account. (jc) In Upon the event any party to a License Agreement including any party to a Future License remits any Royalties directly to occurrence of an Event of Default, Lender may direct that Borrower or otherwise except to the Lockbox Accountdeposit, and Borrower shall immediately (i) remit any such Royalties instruct Operating Lessee and Manager to deposit, all Operating Revenue for the Lockbox Account (or, if for some reason such account is no longer in effect or payment cannot be made Project directly into such account, Borrower shall remit such Royalties by wire transfer of immediately available funds directly to Lender Bank Account), (ii) notify such party to remit any future Royalties to the Lockbox Account and within one (iii1) provide Business Day after receipt Lender may apply any sums then held and thereafter deposited in the Lockbox Account to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower payment of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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 Debt in writing of such discrepancy indicating any order 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 Accountantssole discretion.

Lockbox Account. (a) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain an account (the Parties entered “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 Administrative Agent. The Lockbox Account shall be titled as set forth in the Lockbox Agreement. Borrower hereby grants to Administrative Agent for the benefit of Lender a 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 Administrative Agent a perfected security interest in the Lockbox Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect. Administrative Agent shall have the sole right to 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 with and Lockbox Account shall remain in effect until the Lockbox BankLoan has been repaid in full. (b) The Lender Concentration Account shall be held solely for the benefit of the LenderBorrower shall, 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 on or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall 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 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) 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 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 Closing Date, deliver written instructions to MGM/Mandalay Tenant to deliver all MGM/Mandalay Lease Rents payable under the then existing Lockbox Bank; and (iv) Borrower shall have received evidence that all of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties Initial MGM/Mandalay Lease directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, if for some reason such account which written instructions may be included in the Initial MGM/Mandalay Lease). If a Replacement MGM/Mandalay Lease is no longer entered into in effect or payment cannot be made into such accountaccordance with the terms and provisions of this Agreement, Borrower shall remit promptly deliver written instructions to any such Royalties by wire transfer of immediately available funds Replacement MGM/Mandalay Tenant to deliver all MGM/Mandalay Lease Rents payable under any such Replacement MGM/Mandalay Lease directly to Lender Bank Account), (ii) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide which written instructions may be included in the Replacement MGM/Mandalay Lease). Borrower shall deposit all unrestricted funds received by Borrower or unrestricted funds readily available to Lender a copy of such notice. (k) Amounts payable Borrower pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower express terms and provisions of the Quarterly Report for MGM/Mandalay Lease Documents into the fourth fiscal quarter of each calendar year during the term of the Loans, 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 Lockbox Account within one (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 parties1) 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 [*****] Business Day 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 Accountantsthereof.

Lockbox Account. (a) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain an account (the Parties entered “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 “TNP SRT Portfolio II, LLC Lockbox Account FBO KeyBank National Association, successors and assigns”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox 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 with and Lockbox Account shall remain in effect until the Lockbox BankLoan has been repaid in full. (b) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Manager to, subject on or prior to the terms and conditions of this Amended Agreement. The Lender shall have immediate and full access Closing Date, deliver Tenant Direction Letters to any funds held in the Lender Concentration Account and such funds shall not be subject all Tenants under Leases to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, and conditions of this Amended Agreementshall cause Manager to, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, deposit all amounts received by Borrower shall have immediate and full access to 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 Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account shall be made pursuant to Exhibit F.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 shall pay for or Manager, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its discretion. (e) 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 The Lockbox Account when due all Royalties that are due and payable to Borrower in respect of shall not be commingled with other monies held by Borrower, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys’ fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On the Closing Date, the Parties entered into The Servicer shall establish a Lockbox Account identified as "the Lockbox Agreement Account for Xxxxxx Master Facility Agreement, in trust for the Series 2000-A Secured Parties" on behalf of, and in the name of, MLR IV LLC, which shall be an Eligible Bank Account. The Servicer shall direct each User to make all payments with respect to the Series 2000-A Contracts which are due after the related Pledge Date directly to the Lockbox Bank. (b) The Lender Concentration Account shall be held solely for the benefit of the Lender, subject Account. Any notice delivered pursuant to the terms and conditions preceding sentence of this Amended Agreement. The Lender Section 3.09 after the date hereof 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, provide that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreementit is irrevocable except by, or a notice accompanied by written consent of, the Series Controlling Party and (ii) in any manner limit the recourse of User will only be discharged from its obligations under the Lender Series 2000-A Contract to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 extent payments 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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) sent to the Lockbox Account. (jb) In The Servicer shall issue and maintain a standing instruction to the event any party Lockbox Bank under the Lockbox Agreement to a License Agreement including any party the effect that (x) on each Business Day the Lockbox Bank shall (i) cause all items received in the post-office box related to a Future License remits any Royalties directly the Lockbox Account since the preceding Business Day relating to Borrower or otherwise except the Series 2000-A Contracts to be deposited into the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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), and (ii) notify such party to remit any future Royalties to by electronic funds transfer, into the Series 2000-A Facility Account all available funds on deposit in the Lockbox Account and (iiiy) provide if the 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 Lender a copy Collections on the Series 2000-A Contracts, and shall not thereafter follow any directions of such noticethe Servicer (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. (kc) Amounts payable pursuant to this Section 4.02 Neither the Servicer, any Obligor nor any Affiliate thereof shall be in addition to direct or shall have directed any amounts payable under Section 4.02(d) of this Amended Agreement. (l) Any payments, other than from funds paid to Lender from the Lender Concentration Account, payments to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, remitted to the extent that either Lender or Borrower has determined that there is a discrepancy as Lockbox Account unless such payments relate to the amounts paid Series 2000-A Contracts, or to Lender hereunder for such calendar year, then the Person who has made such determination may notify the Contracts relating to other in writing Series of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event that either Agent or Borrower delivers Notes assigned 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.Group B.

Lockbox Account. Borrower shall open and maintain with Bank an account (athe "Collateral Account") On 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 Closing Datemail delivered to such post office box, open such mail, and endorse and credit all items to the Parties entered 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 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 Lockbox Agreement 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 Lockbox Bank. (b) The Lender Concentration Account ordinary course of business from which all funds are transferred on a daily basis to the Collateral Account. Bank shall be held solely for the benefit have all right, title and interest in all of the Lender, subject items from time to the terms and conditions of this Amended Agreement. The Lender shall have immediate and full access to any funds held time in the Lender Concentration Collateral Account and such funds shall not be subject to their proceeds. Neither Borrower nor any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, person claiming through Borrower shall have immediate and full access any right in or control over the use of, or any right to withdraw any funds held in amount from, the Company Concentration Account and such funds Collateral Account, which shall not be subject to any conditions or restrictions whatsoever other than those under the sole control of the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse so long as no Event of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses Default has occurred and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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) is continuing Borrower shall have no the right to terminate make withdrawals from the Lockbox Collateral Account without Lender’s prior written consent. 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: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) Lender, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially for use in the form ordinary course 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 of the applicable parties paying Royalties have been instructed to remit all 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 business or to any other account(s) designated in writing for purposes not prohibited 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall be in addition to any amounts payable under Section 4.02(d) terms of this Amended Agreement. (l) Any payments, other than from funds paid to Lender from the Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On During the Closing Dateterm of the Loan, Borrower and Maryland Owner shall establish and maintain one (1) account (the Parties entered “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 “Inland Western Coram Plaza, L.L.C., as Borrower, and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of December 1, 2009 – Lockbox Account”. Each of Borrower and Maryland Owner hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations 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 and Maryland Owner. All monies now or hereafter deposited into the Lockbox Agreement Account shall be deemed additional security for the Debt. (b) Each of Borrower and Maryland Owner shall, or shall cause Manager to, deliver 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, Maryland Owner or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its 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 the other monies held by Borrower, Maryland Owner, Manager or Lockbox Bank. (bf) The Lender Concentration Account Neither Borrower nor Maryland Owner shall be held solely for the benefit of the Lenderfurther pledge, subject to the terms and conditions of this Amended Agreement. The Lender shall have immediate and full access to assign or grant any funds held security interest in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made pursuant to Exhibit F. (d) Borrower shall pay for all feesthereon, expenses and charges of or any UCC-1 Financing Statements, except those naming Lender as the Lockbox Bank by debiting the Company Concentration Account. (e) With respect to any License Agreementsecured party, 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or to any other account(s) designated in writing by the Lender(s) to Borrowerwillful misconduct of Lender or Lockbox Bank, 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(aapplicable) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain an account (the Parties entered “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 Administrative Agent. The Lockbox Account shall be titled as set forth in the Lockbox Agreement. Borrower hereby grants to Administrative Agent for the benefit of Lender a 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 Administrative Agent a perfected security interest in the Lockbox Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect. Administrative Agent shall have the sole right to 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 with and Lockbox Account shall remain in effect until the Lockbox BankLoan has been repaid in full. (b) The Lender Concentration Borrower shall, on or prior to the Closing Date, deliver written instructions to MGM/Mandalay Tenant to deliver all MGM/Mandalay Lease Rents payable under the Initial MGM/Mandalay Lease directly to the Lockbox Account shall (which written instructions may be held solely for included in the benefit of the Lender, subject to Initial MGM/Mandalay Lease). If a Replacement MGM/Mandalay Lease is entered into in accordance with the terms and conditions provisions 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access promptly deliver written instructions to any funds held 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 Company Concentration Account Replacement MGM/Mandalay Lease). Borrower shall deposit all unrestricted funds received by Borrower or unrestricted funds readily available to Borrower pursuant to the express terms and such funds shall not be subject to any conditions or restrictions whatsoever other than those provisions of the MGM/Mandalay Lease Documents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps from 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 cause the Brand Manager pursuant to the Brand Management Agreement, and Brand Manager shall, deliver directly to the Lockbox Account shall be made all income and proceeds to which Borrower is entitled pursuant to Exhibit F.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 pay for all feescause the Casino Operator pursuant to the Casino Management Agreement, expenses and charges of Casino Operator shall, deliver directly to the Lockbox Bank by debiting Account all income and proceeds to which Borrower is entitled pursuant to the Company Concentration AccountCasino Management Agreement within one (1) Business Day after Borrower is entitled to distributions thereto from Casino Operator pursuant to the Casino Management Agreement. (e) With 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 any License Agreement, In License or invoice entered into or issued by Borrower in relation theretoBorrower, Borrower shall immediately deposit such amounts or such Rents into the Lockbox Account within two (A2) notify Business Days following Borrower’s receipt thereof or if the applicable Contract Party Individual Property is being managed by a Brand Manager pursuant to remit 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 when due all Royalties that are due and payable or if the applicable Individual Property is being managed by a Brand Manager pursuant to Borrower in respect of a Brand Management Agreement or derived from such License a Casino Operator pursuant to a Casino Management Agreement, In License or invoice and (B) in each case, provide to the Lender a copy applicable Manager Account. For the avoidance of each such notificationdoubt, capital contributions of the indirect owners of Borrower shall not constitute Rents. (f) Borrower shall have no right has obtained from Lockbox Bank, its agreement to terminate 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 without Lendernot 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 Days of Borrower’s prior written consent. Any request, provide notice of such consent, which the Lender may grant or withhold in its discretion, shall be subject Cash Trap Event Cure 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, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of under the Lockbox Agreement initially entered into that the Cash Trap Sweep Instructions are no longer in effect and such agreement shall be considered the “Lockbox Agreement” under this Amended Agreement and the other Loan Documents; (iii) that all funds and items amounts on deposit in the accounts subject to the Lockbox Agreement to be terminated Account shall be transferred to by the new accounts held at the successor Lockbox Bank prior to an account designated by Borrower. In the termination of event a Cash Trap Period is not in effect, all amounts on deposit in the then existing Lockbox Bank; and (iv) Borrower Account shall have received evidence that all of the applicable parties paying Royalties have been instructed be transferred by Lockbox Bank to remit all future payments to the new accounts held at the successor Lockbox Bankan account designated by Borrower. (g) [Intentionally Omitted]Subject to Priority Waterfall Payments made pursuant to Section 3.5 of the Cash 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) All Gross Payments The Lockbox Account shall be paid into the Lockbox an Eligible Account or to any and shall not be commingled with other account(s) designated in writing monies held by the Lender(s) to Borrower, and amounts deposited therein shall be treated as described in Exhibit F.Casino Operator, Manager or Lockbox Bank. (i) Borrower shall pay voluntary prepayments made at not further pledge, assign or grant any security interest in the election of Borrower in accordance with Section 3.02(a) Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any payment levy to be made in accordance thereon, or any UCC-1 financing statements, except those naming Administrative Agent as the secured party, to be filed with the last sentence of Section 4.01(a) to the Lockbox Accountrespect thereto. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately 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 (iincluding litigation costs and reasonable attorneys’ fees and expenses) remit arising from or in any such Royalties to way connected with the Lockbox Account and/or the Lockbox Agreement (or, if unless arising from the gross negligence or willful misconduct of Administrative Agent or Lender) or the performance of the obligations 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) notify such party to remit any future Royalties to which the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 In the event that Borrower shall be in addition to any amounts payable under Section 4.02(d) of this Amended enter into a Brand Management Agreement or Casino Management Agreement. (l) Any payments, other than from funds paid to Lender from the Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, to the extent that either Lender or Borrower has determined that there is a discrepancy as to permitted by the amounts paid to Lender hereunder for such calendar year, then the Person who has made such determination may notify the other in writing terms of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event that either Agent Brand Management Agreement or Borrower delivers to the other party a Discrepancy NoticeCasino Management Agreement, Lenders and by any Gaming Laws, Borrower shall meet grant to Administrative Agent a security interest with respect to Borrower’s interest in person each Manager Account maintained by such Brand Manager or by telephone conference Casino Operator and shall use commercially reasonable efforts to cause each Manager Account to be maintained as specified by Lender within [*****] an Eligible Account. Borrower shall use commercially reasonable efforts to (i) cause such Brand Manager or Casino Operator to consent to such other time as mutually agreed by grant of security interest and (ii) cause the parties) after the receiving party has received Eligible Institution holding such Manager Account to acknowledge such security interest, pursuant to a Discrepancy Notice to resolve deposit account control agreement 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 form and substance reasonably acceptable to Lender, then the Party owing such payment shall promptly pay such payment to the other Party. If, within [*****] after receipt of the Discrepancy NoticeEligible Institution, 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 Brand Manager 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 AccountantsCasino Operator.

Lockbox Account. (a) On Each Individual Borrower shall establish and maintain an account (individually or collectively as the Closing Datecontext requires, the Parties entered “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 “Inland Diversified Omaha Whispering Ridge, 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”, “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 shall 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 agrees take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Lender (or 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 with and Lockbox Account shall remain in effect until the Lockbox BankLoan has been repaid in full. (b) The Lender Concentration Account Each Individual Borrower shall, or shall be held solely for the benefit of the Lender, subject cause Manager to deliver written notice to all Tenants under Leases at its applicable Individual Property directing such Tenants to deliver all Rents payable thereunder directly to the terms Lockbox Account (a “Tenant Direction Letter”). Each Individual Borrower shall, and conditions of this Amended Agreement. The Lender shall have immediate and full access to any funds held in the Lender Concentration Account and cause Manager to, deposit all amounts received by such funds shall not be subject to any conditions Individual Borrower or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within two (i2) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Days after receipt thereof. (c) Sweeps from Prior to a Cash Sweep Event, funds in the Lockbox Account shall be made 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 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 Exhibit F.Borrower’s written instruction. (d) Borrower shall pay for Upon the occurrence of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) 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 The Lockbox Account when due all Royalties that are due and payable to Borrower in respect shall not be commingled with other monies held by Borrower, any Affiliate of Borrower, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys’ fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On the Closing Date, the Parties entered into The Servicer shall establish a Lockbox Account identified as "the Lockbox Agreement Account for Xxxxxx Master Facility Agreement, in trust for the Series 2002-A Secured Parties" on behalf of, and in the name of, MLR II LLC, which shall be an Eligible Bank Account. The Servicer shall direct each User to make all payments with respect to the Series 2002-A Contracts which are due after the related Pledge Date directly to the Lockbox Bank. (b) The Lender Concentration Account shall be held solely for the benefit of the Lender, subject Account. Any notice delivered pursuant to the terms and conditions preceding sentence of this Amended Agreement. The Lender Section 3.09 after the date hereof 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, provide that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreementit is irrevocable except by, or a notice accompanied by written consent of, the Series Controlling Party and (ii) in any manner limit the recourse of User will only be discharged from its obligations under the Lender Series 2002-A Contract to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 extent payments 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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) sent to the Lockbox Account. (jb) In The Servicer shall issue and maintain a standing instruction to the event any party Lockbox Bank under the Lockbox Agreement to a License Agreement including any party the effect that (x) on each Business Day the Lockbox Bank shall (i) cause all items received in the post-office box related to a Future License remits any Royalties directly the Lockbox Account since the preceding Business Day relating to Borrower or otherwise except the Series 2002-A Contracts to be deposited into the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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), and (ii) notify such party to remit any future Royalties to by electronic funds transfer, into the Series 2002-A Facility Account all available funds on deposit in the Lockbox Account and (iiiy) provide if the 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 Lender a copy Collections on the Series 2002-A Contracts, and shall not thereafter follow any directions of such noticethe Servicer (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. (kc) Amounts payable pursuant to this Section 4.02 Neither the Servicer, any Obligor nor any Affiliate thereof shall be in addition to direct or shall have directed any amounts payable under Section 4.02(d) of this Amended Agreement. (l) Any payments, other than from funds paid to Lender from the Lender Concentration Account, payments to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, remitted to the extent that either Lender or Borrower has determined that there is a discrepancy as Lockbox Account unless such payments relate to the amounts paid Series 2002-A Contracts, or to Lender hereunder for such calendar year, then the Person who has made such determination may notify the Contracts relating to other in writing Series of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event that either Agent or Borrower delivers Notes assigned 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.Group A.

Lockbox Account. (a) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain an account (the Parties entered "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 "Behringer Harvard Downtown Plaza LP, as Borrower, and Bear Xxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of June 14, 2005 - Lockbox Account". Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. 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 Agreement with Account shall be deemed additional security for the Lockbox BankDebt. (b) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Manager to, subject deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, 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 cause Manager to, deposit all amounts received by Borrower or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account shall be made pursuant to Exhibit F.once every Business Day during the continuance of a Cash Trap Event Period throughout the term of the Loan. (d) Borrower shall pay for Upon the occurrence of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) With respect to any License Agreement, In License or invoice entered into or issued The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower in relation thereto, Borrower shall immediately (A) notify the applicable Contract Party to remit to the or 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 notificationBank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, which or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the Lender may grant or withhold in its discretionsecured party, shall to be subject to filed with respect thereto, and except for 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, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form rights of the Lockbox Agreement initially entered into and such agreement shall be considered Bank under 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain an account (the Parties entered "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 "Behringer Harvard Lawson Commons, LLC, as Borrower, and Bear Stearns Commercial Mortgagx, Xxx., as Lender, pursuant to Loan Agreemxxx xxxed as of July 25, 2005 - Lockbox Account". Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. 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 Agreement with Account shall be deemed additional security for the Lockbox BankDebt. (b) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Property Manager to, subject deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, 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 cause Property Manager to, deposit all amounts received by Borrower or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 Property Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account shall be made pursuant to Exhibit F.once every Business Day throughout the term of the Loan. (d) Borrower shall pay for Upon the occurrence of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) With respect to any License Agreement, In License or invoice entered into or issued The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower in relation thereto, Borrower shall immediately (A) notify the applicable Contract Party to remit to the or 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 notificationBank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, which or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the Lender may grant or withhold in its discretionsecured party, shall to be subject to filed with respect thereto, and except for 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, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form rights of the Lockbox Agreement initially entered into and such agreement shall be considered Bank under 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrower shall establish and --------------- maintain a segregated Eligible Account (the Closing Date, the Parties entered into the Lockbox Agreement with the Lockbox Bank. (b"LOCKBOX ACCOUNT") The Lender Concentration Account shall to be held solely by The --------------- First National Bank of Chicago (the "ACCOUNT HOLDER") in the trust for the -------------- benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the which Lockbox Account shall be made under the sole dominion and control of Lender. The Lockbox Account shall be entitled "Xxxxxxxx Properties Real Estate Fund I, L.P., as Borrower, and Xxxxxx Brothers Realty Corporation, as Lender, pursuant to Exhibit F. (d) Borrower shall pay for all feesLoan Agreement dated as of February 26, expenses and charges of the 1997-Lockbox Bank by debiting the Company Concentration Account. (e) With respect " Borrower hereby grants to any License Agreement, In License or invoice entered into or issued by Borrower Lender a first priority security interest in relation thereto, Borrower shall immediately (A) notify the applicable Contract Party to remit to the Lockbox Account when due and all Royalties that are due deposits at any time contained therein and payable the proceeds thereof and will take all actions necessary to Borrower maintain in respect favor 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 shall have no right to terminate perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof and obtaining from the Account without Lender’s prior written consent. Any Holder such consent, which the Lender may grant or withhold in its discretion, shall be subject executed acknowledgments of such security interest and agreements 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, 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 of the applicable parties paying Royalties have been instructed to remit all 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 act in accordance with the last sentence Loan Documents as Lender may request. Borrower will not in any way alter or modify the Lockbox Account and will notify Lender of Section 4.01(a) the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account. (jb) In the event any party Borrower shall, or shall cause Manager to, deliver written instructions to a License Agreement including any party all tenants under Leases to a Future License remits any Royalties deliver all Rents payable thereunder directly to Borrower or otherwise except to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower shall immediately (i) remit any such Royalties to or Manager constituting Gross Receipts into the Lockbox Account promptly upon receipt. (or, if for some reason such account is no longer in effect or payment cannot be made into such account, c) Borrower shall remit such Royalties by wire obtain from Account Holder its agreement to transfer of to the Cash Collateral Account in immediately available funds directly to Lender Bank Account), (ii) notify such party to remit any future Royalties to by federal wire transfer all amounts on deposit in the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall be in addition to any amounts payable under Section 4.02(d) of this Amended Agreement. (l) Any payments, once every other than from funds paid to Lender from the Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during Business Day throughout the term of the Loans, 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 AccountantsLoan.

Lockbox Account. (a) On During the Closing Dateterm of the Loan, Borrower shall cause Master Lessee to establish and maintain an account (the Parties entered “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 “Xxxxx National HP N-Xxxxxxx MT, LLC, for the benefit of JPMorgan Chase Bank, National Association, as Lender - Lockbox Account”. Master Lessee shall grant to Borrower, as security for Master Lessee’s obligations under the Master Lease, a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of 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 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, without limitation, filing UCC-1 Financing Statements and continuations thereof. 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 Agreement with 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 BankAccount, 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) The Lender Concentration Account shall be held solely for the benefit of the Lender, subject Pursuant 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Cash Management Agreement, the Security Agreement and the other Transaction Documents. Subject Borrower shall, or shall cause Master Lessee to the terms and conditions of this Amended Agreementor to cause Manager to, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations deliver Credit Card Direction Letters to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall 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 be subject to the satisfaction of each of the following conditions Credit Card Companies to deliver all receipts payable with respect to the satisfaction of the Lender: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties Property directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party deliver Tenant Direction Letters to remit any future Royalties all tenants under commercial Leases to deliver all Rents payable thereunder directly to the Lockbox Account and (iii) provide deposit all Rents payable under the Master Lease directly to Lender a copy the Lockbox Account. Borrower shall, and shall cause Master Lessee to or to cause Manager to, deposit all amounts received by Borrower, Master Lessee or Manager constituting Rents (other than operating cash, not in excess of such notice$5,000, retained for the purpose of the day-to-day operations of the Property) into the Lockbox Account within two (2) Business Days after receipt thereof. (kc) Amounts payable pursuant Master Lessee shall obtain from Lockbox Bank its agreement to this Section 4.02 shall be 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 a Cash Sweep Period. (d) If Lender has accelerated the Loan as a result of an Event of Default, Lender may, in addition to any amounts payable under Section 4.02(d) and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of this Amended Agreementthe Debt 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. (le) Any paymentsThe Lockbox Account shall not be commingled with other monies held by Borrower, other than from funds paid to Lender from the Lender Concentration AccountMaster Lessee, to be made by Borrower to Lender hereunder Manager or under any other Transaction Document Lockbox Bank and shall be made by wire transfer of immediately available funds to Lender Bank an Eligible Account. (mf) Within [*****] following delivery 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 by 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 Quarterly Report obligations for which the fourth fiscal quarter of each calendar year during the term of the Loans, 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 Lockbox Account 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 Accountantsestablished.

Lockbox Account. (a) On Borrower shall establish and, during the Closing Dateterm of the Loan, maintain one or more segregated Eligible Accounts (collectively, the Parties entered “Lockbox Account”) with Lockbox Bank in trust for the benefit of Administrative Agent for the benefit of Lenders, which Lockbox Account shall be under the sole dominion and control of Administrative Agent for the benefit of Lenders. The Lockbox Account shall initially consist of an account entitled “Excel East Chase LLC FBO Xxxxx Fargo Bank, National Association, as Administrative Agent.” Borrower hereby grants to Administrative Agent for the benefit of Lenders a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Administrative Agent a perfected first-priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Administrative Agent and Servicer shall have the sole right to make withdrawals from the Lockbox Account. All costs and expenses 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 with shall remain in effect and the Lockbox BankAccount shall remain in existence until the Loan has been repaid in full. (b) The Lender Concentration Account Borrower shall, or shall be held solely for cause Manager to, as promptly as possible following the benefit Closing Date and upon the execution of any new Lease (unless the substance of the LenderTenant Direction Letter is already included in such new Lease) but in no event later than fifteen (15) days thereafter, subject deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, 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 cause Manager to, deposit all amounts received by Borrower or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of BorrowerManager constituting Rents (including, subject to the terms and conditions of this Amended Agreementwithout limitation, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 all Termination Payments) into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps Borrower shall obtain from Lockbox Bank its 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 shall be made pursuant to Exhibit F.(other than the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan. (d) Borrower shall pay for 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 feesother rights and remedies available to Administrative Agent, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in such order and priority as Administrative Agent shall determine in its sole discretion. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower Funds on deposit 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 shall not be commingled with other monies held by Borrower, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any Lien to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC-1 financing statement, except those naming Administrative Agent for the benefit of Lenders as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys’ fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or to willful misconduct of Administrative Agent or 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(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On During the Closing Dateterm of the Loan, Borrower shall on or prior to the Parties entered date hereof establish and maintain 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 “Grand Prix SILI II LLC, for the benefit of JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of June 9, 2014 – Lockbox Account” or such other title as may be acceptable to Lender in its discretion. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof to the extent 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 with and Lockbox Account shall remain in effect until the Loan has been repaid in full. The Lockbox BankAccount shall at all times be an Eligible Account. (b) The Lender Concentration Account Borrower and Operating Lessee shall, or shall be held solely for 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 benefit Property from and after the date hereof into the Lockbox Account. Borrower, or Operating Lessee, as lessor under the applicable Lease, shall deliver Tenant Direction Letters to all 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 Lender, subject 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 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 held solely for the benefit of Borrower, subject Property directly to the terms Lockbox Account. Borrower and conditions of this Amended AgreementOperating Lessee shall, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreementshall cause Manager to, the Security Agreement and the other Transaction Documents, deposit all amounts received by Borrower shall have immediate and full access to 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 Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within three (i3) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations.Business Days after receipt thereof. USActive 30748472.10 -44- (c) Sweeps from Borrower, shall enter into Lockbox Agreements, pursuant to which each Lockbox Bank shall agree 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 during the 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 made pursuant disbursed to Exhibit F.Borrower or at its direction. (d) Borrower shall pay for Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) 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 The Lockbox Account when due all Royalties that are due and payable to Borrower in respect of shall not be commingled with other monies held by Borrower, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted]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) All Gross Payments Borrower shall be paid into have the right to replace the Lockbox Account or and the Lockbox Agreement and enter into a replacement Lockbox Agreement with respect to any other account(s) designated in writing by the Lender(s) to BorrowerLockbox Account, and amounts deposited therein provided, that, the following conditions shall be treated as described in Exhibit F.satisfied: (i) Borrower shall pay voluntary prepayments made 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 election of Borrower replacement Lockbox Bank shall enter into a replacement Lockbox Agreement, in accordance 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 Section 3.02(a) or any payment made in accordance with the last sentence of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties respect to the Lockbox Account (orthat is to be terminated, if for some reason such account is no longer in effect or payment cannot shall be made into such account, revoked and Borrower shall remit such Royalties by wire transfer of immediately available funds directly to Lender Bank Account), (ii) notify such party to remit any future Royalties send Tenant Direction Letters to the Lockbox Account applicable Tenants and (iii) provide Payment Direction Letters to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall be in addition to any amounts payable under Section 4.02(d) of this Amended Agreement. (l) Any paymentsthe applicable Credit Card Company, other than from funds paid to Lender from the Lender Concentration Account, which direct payments to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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 yearreplacement Lockbox Account, 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 and (the “Discrepancy Notice”). In the event that either Agent or Borrower delivers to the other party a Discrepancy Notice, Lenders and v) 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 deliver to Lender, then the Party owing such payment an opinion of counsel, in form and substance reasonably acceptable to Lender that Lender 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, have 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 perfected security interest 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 Accountantsreplacement Lockbox Account.

Lockbox Account. (a) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain an account (the Parties entered "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 "Behringer Harvard Paces West, LLC, as Borrower, and Bear Xxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of April 19, 2006 - Lockbox Account". Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. 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 Agreement with Account shall be deemed additional security for the Lockbox BankDebt. (b) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Property Manager to, subject deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, 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 cause Property Manager to, deposit all amounts received by Borrower or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 Property Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account shall be made pursuant to Exhibit F.once every Business Day throughout the term of the Loan. (d) Borrower shall pay for Upon the occurrence of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) With respect to any License Agreement, In License or invoice entered into or issued The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower in relation thereto, Borrower shall immediately (A) notify the applicable Contract Party to remit to the or 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 notificationBank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, which or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the Lender may grant or withhold in its discretionsecured party, shall to be subject to filed with respect thereto, and except for 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, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form rights of the Lockbox Agreement initially entered into and such agreement shall be considered Bank under 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrower shall establish and maintain a segregated Eligible Account (the Closing Date“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 Parties entered into “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 TPG-SAN XXXXXX PLAZA, L.P. as debtor for the benefit of Nomura Credit & Capital, Inc., as 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 hereby grants to Lender a first priority security interest in the Lockbox Agreement with 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 BankAccount, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations 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) The Lender Concentration Account shall be held solely for the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreementshall, or shall cause Manager to, deliver written instructions to (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall 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 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) 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 Amended Agreement and the other Loan Documents; (iiix) all funds and items in the accounts subject Tenants under Leases 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 deliver all of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties Rents payable thereunder directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iiiy) provide to Lender any parking operator under a copy of such noticeParking 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 into the Other Revenues Lockbox Account within two (2) Business Days after receipt. (kc) Amounts payable pursuant Borrower shall obtain from Lockbox Bank its agreement to this Section 4.02 shall be transfer to the Cash Management Account 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of federal wire transfer all amounts on deposit in the Quarterly Report for the fourth fiscal quarter of Lockbox Account at least once each calendar year during week and on the term of Business Day immediately preceding each Payment Date throughout the Loans, 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 AccountantsTerm.

Lockbox Account. (a) On the Closing Date, the Parties entered into The Servicer shall establish a Lockbox Account identified as “the Lockbox Agreement Account for Xxxxxx Master Facility Agreement, in trust for the Series 2000-A Secured Parties” on behalf of, and in the name of, MLR IV LLC, which shall be an Eligible Bank Account. The Servicer shall direct each User to make all payments with respect to the Series 2000-A Contracts which are due after the related Pledge Date directly to the Lockbox Bank. (b) The Lender Concentration Account shall be held solely for the benefit of the Lender, subject Account. Any notice delivered pursuant to the terms and conditions preceding sentence of this Amended Agreement. The Lender Section 3.09 after the date hereof 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, provide that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreementit is irrevocable except by, or a notice accompanied by written consent of, the Series Controlling Party and (ii) in any manner limit the recourse of User will only be discharged from its obligations under the Lender Series 2000-A Contract to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 extent payments 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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) sent to the Lockbox Account. (jb) In The Servicer shall issue and maintain a standing instruction to the event any party Lockbox Bank under the Lockbox Agreement to a License Agreement including any party the effect that (x) on each Business Day the Lockbox Bank shall (i) cause all items received in the post-office box related to a Future License remits any Royalties directly the Lockbox Account since the preceding Business Day relating to Borrower or otherwise except the Series 2000-A Contracts to be deposited into the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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), and (ii) notify such party to remit any future Royalties to by electronic funds transfer, into the Series 2000-A Facility Account all available funds on deposit in the Lockbox Account and (iiiy) provide if the 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 Lender a copy Collections on the Series 2000-A Contracts, and shall not thereafter follow any directions of such noticethe Servicer (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. (kc) Amounts payable pursuant to this Section 4.02 Neither the Servicer, any Obligor nor any Affiliate thereof shall be in addition to direct or shall have directed any amounts payable under Section 4.02(d) of this Amended Agreement. (l) Any payments, other than from funds paid to Lender from the Lender Concentration Account, payments to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, remitted to the extent that either Lender or Borrower has determined that there is a discrepancy as Lockbox Account unless such payments relate to the amounts paid Series 2000-A Contracts, or to Lender hereunder for such calendar year, then the Person who has made such determination may notify the Contracts relating to other in writing Series of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event that either Agent or Borrower delivers Notes assigned 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.Group B.

Lockbox Account. (a) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain an account (the Parties entered “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 “Xxxxxx Xxxxxx Center, LLC as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of April 29, 2011 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations 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 with and Lockbox Account shall remain in effect until the Lockbox BankLoan has been repaid or defeased in full. (b) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Manager to, subject on or prior to the terms and conditions of this Amended Agreement. The Lender shall have immediate and full access Closing Date, deliver Tenant Direction Letters to any funds held in the Lender Concentration Account and such funds shall not be subject all Tenants under Leases to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, and conditions of this Amended Agreementshall cause Manager to, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, deposit all amounts received by Borrower shall have immediate and full access to 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 Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within two (i2) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps from Pursuant to the Lockbox Agreement, Lockbox Bank 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 shall be made pursuant to Exhibit F.once every Business Day throughout the term of the Loan. (d) Borrower shall pay for 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 feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) 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 The Lockbox Account when due all Royalties that are due and payable to Borrower in respect of shall not be commingled with other monies held by Borrower, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys’ fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrower has established the Closing DateLockbox 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 Parties entered into terms and conditions of the Lockbox Agreement and the Loan Agreement. Borrower agrees to pay the fees of Deposit Bank in accordance with the Lockbox Bankcustomary fees charged by Deposit Bank for the services described herein, as such fees are established from time to time. (b) The Lender Concentration Account Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall be held solely for cause Manager to, immediately deposit all revenue derived from the benefit of Property and received by Borrower or Manager, as the Lendercase may be, subject 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 terms and conditions of this Amended Agreement. The Lender shall have immediate and full access to any funds held in Management Agreement (or otherwise) into the Lender Concentration Lockbox Account and such (B) all funds shall not be subject otherwise payable to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject Borrower by Manager pursuant to the terms and conditions of this Amended Agreement, Management Agreement (or otherwise in connection with the Security Agreement and Property) into the other Transaction Documents. Subject to Lockbox Account; (iii) (A) on or before the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction DocumentsClosing Date, Borrower shall have immediate sent (and full access to any funds held hereby represents that it has sent) a notice, substantially in the Company Concentration 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 funds 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 subject to commingled with any conditions other funds or restrictions whatsoever other than those of the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets property of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall have no right to terminate deposit with the Lockbox Account 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. Any such consent. (c) Borrower shall establish and maintain the Lockbox Account for the term of the Loan, which the Lender may grant or withhold in its discretion, Lockbox Account shall be under the sole dominion and control of Lender (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, Borrower terms hereof and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of the Lockbox Agreement initially entered into Agreement). The Lockbox Account shall have a title evidencing the foregoing in a manner reasonably acceptable to Lender. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and such agreement shall be considered the “Lockbox Agreement” under this Amended Agreement all deposits at any time contained therein and the other Loan Documents; (iii) proceeds thereof and will take all funds and items actions necessary to maintain in favor of Lender a perfected first priority security interest in the accounts subject Lockbox Account. Borrower hereby authorizes Lender to file UCC Financing Statements and continuations thereof to perfect Lender’s security interest in the Lockbox Agreement to be terminated shall be transferred to Account and all deposits at any time contained therein and the new accounts held at proceeds thereof. All costs and expenses for establishing and maintaining the Lockbox Account (or any successor Lockbox Bank prior to the termination of the then existing Lockbox Bank; and (ivthereto) Borrower shall have received evidence that all of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) [Intentionally Omitted] (h) All Gross Payments shall be paid by Borrower. All monies now or hereafter deposited 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) deemed additional security for the Debt. Borrower shall pay voluntary prepayments made at the election of Borrower in accordance with Section 3.02(a) not alter or any payment made in accordance with the last sentence of Section 4.01(a) to modify either the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower Account or otherwise except to the Lockbox AccountAgreement, in each case without the prior written consent of Lender. The Lockbox Agreement shall provide (and Borrower shall immediately (iprovide) remit any such Royalties Lender online access to bank and other financial statements relating to the Lockbox Account (orincluding, if for some reason 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 transfer of Lender’s rights and/or interests with respect to the Lockbox Account. 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. 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 Lockbox 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 is no longer 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 effect or payment 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 made into such account, Borrower shall remit such Royalties by wire transfer of immediately available funds directly to Lender Bank Account), (ii) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticerevoked. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrower shall, simultaneously herewith, establish and maintain an account (the Closing Date“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 Parties entered sole dominion and control of Lender. The Lockbox Account shall be entitled “Inland Diversified Shreveport Regal Court, L.L.C., a Delaware limited liability company, as Borrower and JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, as Lender, pursuant to Loan Agreement dated as of May 19, 2010 – Lockbox Account”. Borrower, Lender and Lockbox Bank shall execute a Lockbox Agreement in form and substance acceptable to Lender whereby Borrower shall 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 agrees take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Lender (or 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 with and Lockbox Account shall remain in effect until the Lockbox BankLoan has been repaid in full. (b) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Manager to, subject on or prior to the terms and conditions of this Amended Agreement. The Lender shall have immediate and full access Closing Date, deliver written notice to any funds held in the Lender Concentration Account and all Tenants under Leases directing such funds shall not be subject Tenants to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject deliver all Rents payable 90526285v7 thereunder directly to the terms Lockbox Account (a “Tenant Direction Letter”). Borrower shall, and conditions of this Amended Agreementshall cause Manager to, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, deposit all amounts received by Borrower shall have immediate and full access to 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 Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within two (i2) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Days after receipt thereof. (c) Sweeps from Prior to a Cash Sweep Event, funds in the Lockbox Account shall be made 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 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 Exhibit F.Borrower’s written instruction. Notwithstanding anything to the contrary contained in this Section 2.7.1(c), 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) Borrower shall pay for Upon the occurrence of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) 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 The Lockbox Account when due all Royalties that are due and payable to Borrower in respect shall not be commingled with other monies held by Borrower, any Affiliate of Borrower, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys’ fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Within 60 days after the Closing DateClosing, Borrower shall, and shall cause IDOT Guarantor to establish and maintain a segregated Eligible Account (the Parties entered into the “Lockbox Agreement Account”) with the Lockbox BankBank 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 “Column Financial, Inc., as Lender, pursuant to Loan Agreement dated as of July 9, 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, 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 and IDOT Guarantor shall have the right to make withdrawals from the Lockbox Account. During the Cash Sweep Period, Lender and Servicer shall have the 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 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) The Lender Concentration Account shall be held solely for During the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction DocumentsCash Sweep Period, Borrower shall, and shall have immediate cause IDOT Guarantor and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions Manager to, deposit all amounts received by Borrower or restrictions whatsoever other than those of Manager constituting Operating Tenant Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 Pursuant 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 shall 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 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) Lender, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form terms of the Lockbox Agreement initially entered into and such agreement prior to a Cash Sweep Period, Lockbox Bank shall be considered the “Lockbox Agreement” under this Amended Agreement transfer funds as directed by Borrower or IDOT Guarantor, as applicable, and the other Loan Documents; (iii) all funds and items in the accounts subject during a Cash Sweep Period, transfer 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 Cash Management Account, in immediately available funds by federal wire all of the applicable parties paying Royalties have been instructed to remit all 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 amounts on deposit 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrower has established and, during the Closing Dateterm of the Loan, shall maintain one or more segregated Eligible Accounts (collectively, the Parties entered “Lockbox Account”) with Lockbox Bank titled as set forth in the applicable Lockbox Agreement and, which Lockbox Account is in trust for the Lender and shall be under the sole dominion and control of Lender to the extent set forth in the Lockbox Agreement. Borrower hereby grants to Lender a security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected security interest in the Lockbox Account, including, without limitation, filing UCC‑1 financing statements and continuations thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, 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 subject to the Lockbox Agreement. All costs and expenses of establishing and maintaining the Lockbox Account shall be paid by Xxxxxxxx. All monies now or hereafter deposited into the Lockbox Agreement with Account shall be deemed additional security for the Lockbox BankDebt. (b) The Borrower shall, and shall cause Manager on behalf of Xxxxxxxx, respectively, to, deposit all amounts received by Borrower or Manager constituting Rents (other than security deposits unless and until the same are forfeited by the applicable Tenant) from the Properties into the Lockbox Account within five (5) Business Days after receipt 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 has obtained from Lockbox Bank its agreement to transfer to the Cash Management Account upon notice from Lender Concentration to Lockbox Bank of a Cash Sweep Period (the “Cash Sweep Period Instructions”), all amounts on deposit in the Lockbox Account (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 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 held solely for transferred by the benefit Lockbox Bank to an account designated by Borrower (together with any other account of Borrower (other than the LenderLockbox Account) each, subject 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 terms and conditions of this Amended Agreement. The Lender shall have immediate and full access to contrary contained herein, any funds held amounts contained in the Lender Concentration Account and such funds Non-Pledged Accounts shall not be collateral for the Loan or subject to any conditions restrictions or restrictions whatsoever. The Company Concentration 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 shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever other than those payment of the Lockbox BankDebt in such order and priority as Lender shall determine in its sole discretion; provided, however, that nothing herein unless a Priority Payment Cessation Event has occurred and is continuing, the Lender shall (i) affect or reduce Borrower’s obligations continue to pay in full all amounts due make Priority Waterfall Payments to the Lender under this Amended Agreement, or (ii) extent of funds available therefore in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 not further pledge, assign or grant any security interest in the Lockbox Account when due all Royalties that are due and payable or the monies deposited therein or permit any Lien to Borrower in 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 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 notificationthereto. (f) Borrower shall have no right to terminate indemnify Lender and hold Lender harmless from and against any and all Losses arising from or in any way connected with the Lockbox Account without Lender’s prior written consent. 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: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) Lender, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of and/or the Lockbox Agreement initially entered into and such agreement shall be considered (unless arising from the “Lockbox Agreement” under this Amended Agreement and gross negligence or willful misconduct of Lender) or the other Loan Documents; (iii) all funds and items in performance of the accounts subject to obligations for which 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox BankAccount was established. (g) [Intentionally Omitted]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) 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) Notwithstanding anything to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Accountcontrary contained herein, Borrower shall immediately (i) remit any such Royalties to have the Lockbox Account (orright, 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 without the consent of immediately available funds directly to Lender Bank Account), (ii) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration AccountLender, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year establish and maintain during the term of the LoansLoan 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 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 terms 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 Accountantsthis Agreement.

Lockbox Account. (a) On Borrowers shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the Parties entered into sole dominion and control of Lender. The Lockbox Account shall be entitled “HRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC and HRHH Gaming, LLC, for the benefit of Column Financial, Inc., its successors and/or assigns - Lockbox Account” or such other title as shall be reasonably acceptable to Lender and the applicable Lockbox Bank. Each Borrower hereby grants to Lender a first priority security interest in the Lockbox Agreement with Account and all deposits at any time contained therein and the proceeds thereof, and 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 BankAccount, including, without limitation, executing and filing UCC-1 Financing Statements and continuations 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 Borrowers. (b) The Lender Concentration Account Each Borrower shall, or shall be held solely for 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 benefit of the Lender, subject HRHI Lease) to deliver all Rents payable thereunder directly to the terms and conditions of this Amended AgreementLockbox Account. The Lender Hotel/Casino Borrower shall, or 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 held solely for the benefit of Borrowercause HRHI to, subject deliver irrevocable written instructions to the terms and conditions of this Amended Agreement, Gaming Operator to deliver all income and/or proceeds payable under the Security Agreement and the other Transaction Documents. Subject Gaming Sublease to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 HRHI directly to the Lockbox Account when 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 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 revenues earned by Liquor Manager pursuant to the Lender a copy of each such notification. (f) Borrower shall 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 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) Lender, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of the Lockbox Liquor Management 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 of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, if for some reason such on 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, payments due from HRHI 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.Hotel/

Lockbox Account. (a) On Simultaneously with the Closing Dateoccurrence of Completion of the Project, Borrower shall enter into a Lockbox Agreement with a Lockbox Bank selected by Borrower and acceptable to Lender. Thereafter, Borrower shall maintain the Lockbox Account for the term of the Loan, which Lockbox Account shall be under the sole dominion and control of Lender (subject to the terms hereof and of the Lockbox Agreement). Pursuant to the terms of the Lockbox Agreement, the Parties entered 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 have a title evidencing the foregoing in a manner acceptable to Lender. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account. Borrower hereby authorizes Lender to file UCC Financing Statements and continuations thereof to perfect Lender’s security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof. All costs and expenses for establishing and maintaining the Lockbox Account (or any successor thereto) shall be paid by Bxxxxxxx. 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) The Lender Concentration Account shall Upon (i) Lockbox Bank ceasing to be held solely for the benefit 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, subject (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 conditions 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 Amended AgreementSection 2.7 in the name of Borrower in the event Borrower fails to do the same. The 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 have immediate and full access cooperate to any funds held in terminate the Lender Concentration previous Lockbox Account and such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Lockbox Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps 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 pursuant to the Management Agreement (or otherwise in connection with the Property), (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 direct each commercial Tenant to pay rent directly to the Lockbox Account. Until deposited into the Lockbox Account, any Rents and other revenues from the Property held by or on behalf of Borrower shall be made 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 (60) 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 receipt 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 Exhibit F.this Section (including, without limitation, any Tenant Direction Notice) in each case without Lxxxxx’s prior written consent. (d) Borrower Upon request of Bxxxxxxx, following payment in full of the Loan, Lender shall pay for all fees, expenses and charges of (i) give written notice to the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall 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 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) 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 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 releasing all of the applicable parties paying Royalties have been instructed Lxxxxx’s right, title and interest in, to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to under the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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), and (ii) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender Borrower a copy of such noticeletter authorizing all Tenants to pay all future rents as may thereafter be directed by Bxxxxxxx. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrower shall establish and maintain a segregated Eligible Account (the Closing Date, the Parties entered into the “Lockbox Agreement Account”) with the Lockbox BankBank 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 “Xxxxxxx Properties — Wateridge Plaza, LLC, for the benefit of Nomura Credit & Capital, Inc., its successors and assigns, as Lender, pursuant to Loan Agreement dated as of March 15, 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, 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) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Manager to, subject deliver written instructions to Alaris and any other tenants under Leases to deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, 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 cause Manager to, deposit all amounts received by Borrower or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt. (c) Sweeps Borrower shall obtain from the Lockbox Bank its agreement in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for in immediately available funds by federal wire transfer all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower amounts on deposit 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during once every Business Day throughout the term of the Loans, 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 AccountantsLoan.

Lockbox Account. (a) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain one or more accounts (collectively, the Parties entered “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 “Beach House Owner, LLC, as Borrower, and JPMorgan Chase Bank, National Association and Citi Real Estate Funding, Inc., collectively, as Lender, pursuant to that certain Loan Agreement dated as of May 11, 2023– Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC‑1 Financing Statements and continuations 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 with and Lockbox Account shall remain in effect until the Loan has been repaid or defeased in full. The Lockbox BankAccount shall at all times be an Eligible Account. (b) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Operating Lessee and/or Manager to, subject on or prior to the terms and conditions of this Amended Agreement. The Lender shall have immediate and full access Closing Date, deliver (i)Tenant Direction Letters to any funds held in all Tenants under Leases to deliver all Rents payable thereunder directly to the Lender Concentration Lockbox Account and such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse irrevocable written instructions to each of the Lender 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 assets of Property directly to the Lockbox Account. Borrower to satisfy shall, and shall cause Manager and Operating Lessee to, deposit all amounts received by Borrower’s obligations, Operating Lessee or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof. (c) Sweeps from 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 made pursuant transferred by Lockbox Bank to Exhibit F.an account designated by Borrower once every Business Day. Notwithstanding the foregoing, Borrower shall obtain from Lockbox Bank its 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 during the continuance of a Cash Sweep Period. (d) Borrower shall pay for Upon the occurrence of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) 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 The Lockbox Account when due all Royalties that are due and payable to Borrower in respect of shall not be commingled with other monies held by Borrower, Operating Lessee, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC‑1 Financing Statements, except those naming Lender as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] Borrower shall (hwithout duplication) All Gross Payments shall be paid into 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 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On or before the Closing Date, the Parties entered Issuer shall establish and thereafter maintain with the Lockbox Account Bank a Lockbox Account (the "Lockbox Account"), in the name of the Indenture Trustee as secured party and under the sole dominion and control of the Indenture Trustee. Neither the Issuer nor the Property Manager shall have any right to make withdrawals from the Lockbox 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 Agreement 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 deposited in the appropriate Escrow Account) within 48 hours of receipt by the 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) The Lender Concentration Account shall be held solely for the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended AgreementOn each Business Day, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower Indenture Trustee shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps transfer from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for into the Collection Account, all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) With respect to amounts available therein. On any License Agreement, In License date which Tenant security deposits or invoice entered into or issued by Borrower Tenant escrows are on deposit 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the LoansIndenture Trustee, to the extent that either Lender the Property Manager or Borrower Issuer has determined notified it that there is a discrepancy as such deposits are Tenant security deposits or Tenant escrows, shall transfer such amounts to the amounts paid to Lender hereunder Property Manager 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 deposit 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 Accountantsappropriate Escrow Account.

Lockbox Account. (a) On Borrower shall establish and, during the Closing Dateterm of the Loan, maintain one or more segregated Eligible Accounts (collectively, the Parties entered “Lockbox Account”) with Lockbox Bank in trust for the benefit of Administrative Agent for the benefit of Lenders, which Lockbox Account shall be under the sole dominion and control of Administrative Agent for the benefit of Lenders. The Lockbox Account shall initially consist of an account entitled “Excel Anthem LLC FBO Xxxxx Fargo Bank, National Association, as Administrative Agent.” Borrower hereby grants to Administrative Agent for the benefit of Lenders a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Administrative Agent a perfected first-priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Administrative Agent and Servicer shall have the sole right to make withdrawals from the Lockbox Account. All costs and expenses 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 with shall remain in effect and the Lockbox BankAccount shall remain in existence until the Loan has been repaid in full. (b) The Lender Concentration Account Borrower shall, or shall be held solely for cause Manager to, as promptly as possible following the benefit Closing Date and upon the execution of any new Lease (unless the substance of the LenderTenant Direction Letter is already included in such new Lease) but in no event later than fifteen (15) days thereafter, subject deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, 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 cause Manager to, deposit all amounts received by Borrower or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of BorrowerManager constituting Rents (including, subject to the terms and conditions of this Amended Agreementwithout limitation, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 all Termination Payments) into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps Borrower shall obtain from Lockbox Bank its 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 shall be made pursuant to Exhibit F.(other than the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan. (d) Borrower shall pay for 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 feesother rights and remedies available to Administrative Agent, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in such order and priority as Administrative Agent shall determine in its sole discretion. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower Funds on deposit 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 shall not be commingled with other monies held by Borrower, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any Lien to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC-1 financing statement, except those naming Administrative Agent for the benefit of Lenders as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys’ fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or to willful misconduct of Administrative Agent or 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(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrowers shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the Parties entered into sole dominion and control of Lender. The Lockbox Account shall be entitled “HRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC and HRHH Gaming, LLC, for the benefit of Vegas HR Private Limited and Trimont Real Estate Advisors, Inc. as Agent, their respective successors and/or assigns — Lockbox Account” or such other title as shall be reasonably acceptable to Lender and the applicable Lockbox Bank. Each Borrower hereby grants to Lender a first priority security interest in the Lockbox Agreement with Account and all deposits at any time contained therein and the proceeds thereof, and 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 BankAccount, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender 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 Borrowers. (b) The Lender Concentration Account Each Borrower shall, or shall be held solely for the benefit of the Lendercause its Manager and HRHI , 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations deliver irrevocable written instructions to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 all non-residential tenants under Leases of space at such Borrower’s Property, instructing such tenants to remit deliver all Rents payable thereunder directly 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 caseof the credit card companies or credit card clearing banks with which such Borrower, provide Manager or HRHI has entered into merchant’s agreements, instructing such credit card companies or credit card clearing banks to the Lender a copy of each such notification. (f) Borrower shall have no right deliver all receipts payable with respect to terminate any Property directly to the Lockbox Account without Lender’s prior written consent. 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: (i) the successor Lockbox Bank shall be acceptable to the Lender; and (ii) Lender, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form direct (A) all licensors or sublicensors of the Lockbox Agreement initially entered into IP (or any portion thereof) and any party to a sponsorship agreement with any Borrower pursuant to which such agreement shall be considered the “Lockbox Agreement” under this Amended Agreement party pays such Borrower(s) certain amounts in exchange for certain rights granted to such party by such Borrower(s) and the other Loan Documents; (iiiB) all funds and items in 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 subject directly to the Lockbox Agreement Account (and neither any Borrower, Manager nor HRHI shall direct any such Person to be terminated 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 be transferred to the new accounts held at the successor Lockbox Bank prior to the termination (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 then existing Lockbox Bank; and IP (iv) Borrower shall have received evidence that all of the applicable parties paying Royalties have been instructed to remit all 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 any portion thereof), any party to any sponsorship agreement, or any other account(s) designated in writing by the Lender(sPerson 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, and amounts deposited therein shall be treated as described Manager or HRHI 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) manner other than by wire transfer to the Lockbox Account. (jc) In Without limiting the event any party provisions of the preceding clause (b), Gaming Borrower shall collect and account for all cash receipts attributable to a License Agreement including any party to a Future License remits any Royalties directly 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 or otherwise except to in the Lockbox 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 immediately (i) remit any such Royalties to deposit into the Lockbox Account (orthe amount by which the sum of all Prior Day’s Cash Receipts together with the balance of funds on deposit in the Gaming Account exceeds the Minimum Gaming Account Balance. For avoidance of doubt and for illustration purposes only, if for some reason such account is no longer in effect 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 payment cannot be made into such accountprior to 4:00 p.m. Las Vegas time on January 13, 2010 Borrower shall remit such Royalties by wire transfer of immediately available funds directly to Lender Bank Account), (ii) notify such party to remit any future Royalties to deposit into the Lockbox Account and (iii) provide to Lender a copy the amount by which the sum of such notice. (k) Amounts payable pursuant to this Section 4.02 shall be in addition to any amounts payable under Section 4.02(d) all Prior Day’s Cash Receipts together with the balance of this Amended Agreement. (l) Any payments, other than from funds paid to Lender from the Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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 on deposit in the selection of Gaming Account exceeds 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 AccountantsMinimum Gaming Account Balance.

Lockbox Account. (a) On Borrower has established and, during the Closing Dateterm of the Loan, shall maintain one or more segregated Eligible Accounts (collectively, the Parties entered “Lockbox Account”) with Lockbox Bank titled as set forth in the applicable Lockbox Agreement and, which Lockbox Account is in trust for the Lender and shall be under the sole dominion and control of Lender to the extent set forth in the Lockbox Agreement. Borrower hereby grants to Lender a security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected security interest in the Lockbox Account, including, without limitation, filing UCC‑1 financing statements and continuations thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, 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 subject to the Lockbox Agreement. All costs and expenses of establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Agreement with Account shall be deemed additional security for the Lockbox BankDebt. (b) The Borrower shall, and shall cause Manager on behalf of Borrower, respectively, to, deposit all amounts received by Borrower or Manager constituting Rents (other than security deposits unless and until the same are forfeited by the applicable Tenant) from the Properties into the Lockbox Account within five (5) Business Days after receipt 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 has obtained from Lockbox Bank its agreement to transfer to the Cash Management Account upon notice from Lender Concentration to Lockbox Bank of a Cash Sweep Period (the “Cash Sweep Period Instructions”), all amounts on deposit in the Lockbox Account (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 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 held solely for transferred by the benefit Lockbox Bank to an account designated by Borrower (together with any other account of Borrower (other than the LenderLockbox Account) each, subject 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 terms and conditions of this Amended Agreement. The Lender shall have immediate and full access to contrary contained herein, any funds held amounts contained in the Lender Concentration Account and such funds Non-Pledged Accounts shall not be collateral for the Loan or subject to any conditions restrictions or restrictions whatsoever. The Company Concentration 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 shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever other than those payment of the Lockbox BankDebt in such order and priority as Lender shall determine in its sole discretion; provided, however, that nothing herein unless a Priority Payment Cessation Event has occurred and is continuing, the Lender shall (i) affect or reduce Borrower’s obligations continue to pay in full all amounts due make Priority Waterfall Payments to the Lender under this Amended Agreement, or (ii) extent of funds available therefore in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 not further pledge, assign or grant any security interest in the Lockbox Account when due all Royalties that are due and payable or the monies deposited therein or permit any Lien to Borrower in 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 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 notificationthereto. (f) Borrower shall have no right to terminate indemnify Lender and hold Lender harmless from and against any and all Losses arising from or in any way connected with the Lockbox Account without Lender’s prior written consent. 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: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) Lender, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of and/or the Lockbox Agreement initially entered into and such agreement shall be considered (unless arising from the “Lockbox Agreement” under this Amended Agreement and gross negligence or willful misconduct of Lender) or the other Loan Documents; (iii) all funds and items in performance of the accounts subject to obligations for which 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox BankAccount was established. (g) [Intentionally Omitted]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) 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) Notwithstanding anything to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Accountcontrary contained herein, Borrower shall immediately (i) remit any such Royalties to have the Lockbox Account (orright, 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 without the consent of immediately available funds directly to Lender Bank Account), (ii) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration AccountLender, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year establish and maintain during the term of the LoansLoan 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 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 terms 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 Accountantsthis Agreement.

Lockbox Account. (a) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain an account (the Parties entered “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 “RPT Seattle East Industrial, LLC, as Borrower for the benefit of JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December ____, 2019 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations 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 with and Lockbox Account shall remain in effect until the Lockbox BankLoan has been repaid in full. (b) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Manager to, subject on or prior to the terms and conditions of this Amended Agreement. The Lender shall have immediate and full access Closing Date, deliver Tenant Direction Letters to any funds held in the Lender Concentration Account and such funds shall not be subject all Tenants under Leases to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, and conditions of this Amended Agreementshall cause Manager to, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, deposit all amounts received by Borrower shall have immediate and full access to 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 Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps Borrower shall obtain from Lockbox Bank its 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 during the 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 made pursuant transferred to Exhibit F. (d) an account designated by Borrower on each Business Day. Except as set forth in this Section 2.7.1, Borrower shall pay for all fees, expenses and charges of have no rights to make withdrawals from the Lockbox Bank by debiting the Company Concentration Account. (e) With respect Upon the occurrence of an Event of Default, Lender may, in addition to any License Agreementand all other rights and remedies available to Lender, In License or invoice entered into or issued by Borrower apply any sums then present 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 payment of each such notificationthe Debt in any order in its sole discretion. (f) Borrower shall have no right to terminate the The Lockbox Account without Lender’s prior written consent. Any such consentshall not be commingled with other monies held by Borrower, which the Lender may grant Manager 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) [Intentionally Omitted]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) All Gross Payments Borrower shall be paid into 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 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain an account (the Parties entered "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 "Behringer Harvard Ashford Perimeter H, LLC as Borrower, and Bear Xxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of January 6, 2005 - Lockbox Account". Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. 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 Agreement with Account shall be deemed additional security for the Lockbox BankDebt. (b) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Manager to, subject deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, 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 cause Manager to, deposit all amounts received by Borrower or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account shall be made pursuant to Exhibit F.once every Business Day throughout the term of the Loan. (d) Borrower shall pay for Upon the occurrence of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) With respect to any License Agreement, In License or invoice entered into or issued The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower in relation thereto, Borrower shall immediately (A) notify the applicable Contract Party to remit to the or 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 notificationBank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On During the Closing Dateterm of the Loan, Borrower and Maryland Owner shall establish and maintain an account (the Parties entered “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 “Hackensack VF L.L.C., as Borrower Agent, and Deutsche Bank National Trust Company, as trustee for the holders of Vornado DP LLC Trust 2010, Commercial Mortgage Pass-Through Certificates, Series 2010-VNO, as Lender, pursuant to the Loan and Security Agreement dated as of August 18, 2010 — Lockbox Account”. Each of Borrower and Maryland Owner hereby grants to Lender a first-priority security interest in each Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof, provided that neither Borrower nor Maryland Owner shall be required to take any action that will increase its liabilities or obligations hereunder or under any of the other 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 Borrower and Maryland Owner. All monies now or hereafter deposited into the Lockbox Agreement with Account shall be deemed additional security for the Lockbox BankIndebtedness. (b) The Lender Concentration Each of Borrower and Maryland Owner shall, or shall cause Manager to, deliver 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, Maryland Owner or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof. Borrower shall be held solely for obtain from Lockbox Bank its agreement to transfer to the benefit Cash Management Account in immediately available funds by 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 LenderLoan. Notwithstanding the foregoing, subject Borrower may elect to have all or some of the monies that, pursuant to the terms and conditions above provisions of this Amended Agreement. The Lender shall have immediate and full access Section 3.1.1, are to any funds held in be deposited into the Lender Concentration Lockbox Account instead deposited directly into the Cash Management Account and to such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from extent the Lockbox Account shall not be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses required and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall 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, Cash Management Agreement shall be subject amended 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, 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankreflect this. (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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On the Closing Date, the Parties entered into Borrower shall execute and deliver the Lockbox Agreement with establishing an account controlled by Lender (the “Lockbox Account”) at an institution reasonably satisfactory to Lender (the “Lockbox Bank”) pursuant to the Lockbox BankAgreement. 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 the amount of $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”), 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 entitled to make any withdrawals from the Lockbox Account and funds shall be 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 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 during the continuance of a Trigger Event to deliver the Tax and Insurance Letter of Credit and the Replacement 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 all such sums on deposit in the Lockbox Account and the Net Cash Flow Escrow shall be remitted to Borrower. (b) The Lender Concentration Account shall be held solely for the benefit of the Lender, subject Prior to the terms and conditions occurrence 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documentsa Trigger Event, Borrower shall have immediate receive, use and full access to any funds held in apply the Company Concentration Account Rents and such funds shall not be subject to any conditions or restrictions whatsoever other than those of sums due under the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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 Leases in accordance with the last sentence Loan Documents. During the continuance of Section 4.01(a) 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 cooperate in causing all Rents 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. (jc) In For purposes of determining if a Trigger Event has occurred after the event any party 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 a License Agreement including any party to a Future License remits any Royalties directly 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 again have the right to receive, use, and apply all Rents, the Lockbox Account 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 the Lockbox Account shall be applied by Lender in the following order: first, to Operating Expenses set forth in the Budget (as defined in Section 7.4); second, to Debt Service; third, to deposits required in the Funds and the Tax and Insurance Escrow Fund then currently due; and fourth, all remaining funds on deposit in the Lockbox Account (the “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 otherwise except renewal of existing leases at the Project. (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, Borrower which shall immediately (i) remit any not be effective to discharge the obligations of such Royalties tenant under the respective lease unless paid to Lender pursuant to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrowers shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the Parties entered into sole dominion and control of Lender. The Lockbox Account shall be entitled “HRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC and HRHH Gaming, LLC, for the benefit of Vegas HR Private Limited and Trimont Real Estate Advisors, Inc. as Agent, their respective successors and/or assigns - Lockbox Account” or such other title as shall be reasonably acceptable to Lender and the applicable Lockbox Bank. Each Borrower hereby grants to Lender a first priority security interest in the Lockbox Agreement with Account and all deposits at any time contained therein and the proceeds thereof, and 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 BankAccount, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender 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 Borrowers. (b) The Lender Concentration Account Each Borrower shall, or shall be held solely for the benefit cause Resort Manager, LVHR and/or BREF HR, to deliver irrevocable written instructions to all non-residential tenants under Leases of the Lenderspace at such Borrower’s Property, subject instructing such tenants to deliver all Rents payable thereunder directly to the terms and conditions of this Amended AgreementLockbox Account. The Lender Hotel/Casino Borrower shall, or 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 held solely for the benefit of Borrowercause LVHR to, subject deliver irrevocable written instructions to the terms and conditions of this Amended Agreement, Gaming Operator to deliver all income and/or proceeds payable under the Security Gaming Management Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 LVHR directly to the Lockbox Account when 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 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 revenues earned by Liquor Manager pursuant to the Lender a copy of each such notification. (f) Borrower shall have no right Liquor Management Agreement to terminate the Lockbox Account without Lender’s prior on account of the payments due from Liquor Manager to Hotel/Casino Borrower. Hotel/Casino Borrower shall deliver irrevocable written consent. Any such consent, which the Lender may grant or withhold in its discretion, shall be subject instructions to the satisfaction of each of LVHR to deliver all amounts payable under the following conditions to the satisfaction of the Lender: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) Lender, Borrower Employee Lease 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 Casino Component Lease to Hotel/Casino Borrower directly to the Lockbox Agreement Account. Each Borrower shall, and shall cause Resort Manager and LVHR to be terminated shall be transferred to deposit all amounts received by such Borrower or Resort Manager or LVHR constituting Rents (including Rents from all non-commercial tenants under Leases of space at such Borrower’s Property and the new accounts held at the successor Lockbox Bank prior to the termination of the then existing Lockbox Bank; and (ivCasino Component Lease) Borrower shall have received evidence that all of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) [Intentionally Omitted] (h) All or any other Gross Payments shall be paid Income from Operations into the Lockbox Account or to any other account(swithin one (1) 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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.Business Day after

Lockbox Account. (ai) On Mortgagor shall establish and maintain a segregated banking account (the Closing Date, the Parties entered into the “Lockbox Agreement Account”) with the Lockbox Bank. (b) The Lender Concentration Account shall be held solely Bank for the benefit of the LenderMortgagee, 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 which Lockbox Account shall be held solely for under the benefit sole dominion and control of BorrowerMortgagee. The Lockbox Account shall be entitled “Midland National Life Insurance Company, subject an Iowa Corporation, as Mortgagee of The GC Net Lease ( Cranberry) Investors, LLC, et al. Cash Management Account FBO”. Mortgagor hereby grants to Mortgagee a first priority security interest in the terms Lockbox Account and conditions of this Amended Agreement, the Security Agreement all deposits at any time contained therein and the other Transaction Documentsproceeds thereof and will take all actions necessary to maintain in favor of Mortgagee a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Subject to the terms Mortgagee and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower its servicer shall have immediate and full access the sole right to any funds held in make withdrawals from the Company Concentration Lockbox Account and such funds shall not be subject to any conditions or restrictions whatsoever other than those of the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from costs and expenses for establishing and maintaining the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank paid by debiting the Company Concentration Account. (e) With respect to any License Agreement, In License Mortgagor. All monies now or invoice entered hereafter deposited 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 shall be deemed additional security for the Indebtedness. The Lockbox Agreement 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 shall have no right to terminate the Lockbox Account without Lender’s prior written consent. Any such consent, which shall remain in effect until the Lender may grant Loan has been repaid or withhold defeased 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;full. (ii) LenderMortgagor shall, Borrower or shall cause 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 for April 1, 2013 and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of thereafter payable thereunder directly to the Lockbox Agreement initially entered Account. Mortgagor shall, and shall cause Manager to, deposit all amounts received by Mortgagor or Manager constituting rents into and such agreement shall be considered the “Lockbox Agreement” under this Amended Agreement and the other Loan Documents;Account within one (1) Business Day after receipt. (iii) Mortgagor shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account by federal wire transfer all immediately available funds and items on deposit in the accounts subject to Lockbox Account once every business day throughout the Lockbox Agreement to be terminated shall be transferred to the new accounts held at the successor Lockbox Bank prior to the termination term of the then existing Lockbox Bank; andLoan. (iv) Borrower shall have received evidence that 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 applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox BankIndebtedness in any order in its sole discretion. (gv) [Intentionally Omitted]deleted. (hvi) All Gross Payments Mortgagor shall be paid into not further pledge, assign or grant any security interest in the Lockbox Account or to any other account(s) designated in writing by the Lender(s) to Borrower, and amounts monies 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 permit any lien or encumbrance to attach thereto, or any payment levy to be made in accordance thereon, or any UCC-1 Financing Statements, except those naming Mortgagee as the secured party, to be filed with the last sentence of Section 4.01(a) to the Lockbox Accountrespect thereto. (jvii) In the event Mortgagor shall indemnify Mortgagee and hold Mortgagee harmless from and against any party to a License Agreement 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 party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to way connected with the Lockbox Account and/or the Lockbox Agreement (or, if unless arising from the gross negligence or willful misconduct of Mortgagee) or the performance of the obligations 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) notify such party to remit any future Royalties to which the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain an account (the Parties entered “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 “Behringer Harvard 0000 X Xxxxxx, LLC, as Borrower, and Bear Xxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Amended and Restated Loan Agreement dated as of October 18, 2006 - Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. 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 Agreement with Account shall be deemed additional security for the Lockbox BankDebt. (b) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Property Manager to, subject deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, 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 cause Property Manager to, deposit all amounts received by Borrower or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 Property Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account shall be made pursuant to Exhibit F.once every Business Day throughout the term of the Loan. (d) Borrower shall pay for Upon the occurrence of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) With respect to any License Agreement, In License or invoice entered into or issued The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower in relation thereto, Borrower shall immediately (A) notify the applicable Contract Party to remit to the or 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 notificationBank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, which or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the Lender may grant or withhold in its discretionsecured party, shall to be subject to filed with respect thereto, and except for 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, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form rights of the Lockbox Agreement initially entered into and such agreement shall be considered Bank under 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain an account (the Parties entered “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 “GPT GIG BOA Portfolio Owner LLC as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December 6, 2012 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations 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 with and Lockbox Account shall remain in effect until the Lockbox BankLoan has been repaid in full. (b) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Manager to, subject on or prior to the terms and conditions of this Amended Agreement. The Lender shall have immediate and full access Closing Date, deliver Tenant Direction Letters to any funds held in the Lender Concentration Account and such funds shall not be subject all Tenants under Major Leases to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, and conditions of this Amended Agreementshall cause Manager to, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, deposit all amounts received by Borrower shall have immediate and full access to 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 Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account shall be made pursuant to Exhibit F.once every Business Day throughout the term of the Loan. (d) Borrower shall pay for Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) 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 The Lockbox Account when due all Royalties that are due and payable to Borrower in respect of shall not be commingled with other monies held by Borrower, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or file or authorize the filing of any UCC-1 Financing Statements, except those naming Lender as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages (hexcluding special, punitive or consequential damages), obligations and costs and expenses (including litigation costs and reasonable out-of-pocket attorneys’ fees and expenses) All Gross Payments shall be paid into 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 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, if for some reason such account is no longer was established as set forth 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) notify such party to remit any future Royalties to this Section 2.6.1 and in the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On the Closing Date, the Parties entered into the Lockbox Agreement with the Lockbox Bank. (bi) The Lender Concentration Account Deal Agent and Servicer have jointly established and shall be held solely maintain in the name of the Borrower in trust for the benefit of Collateral Agent a segregated account with a Lockbox Account Bank and controlled by the LenderCollateral Agent titled "CPS Warehouse Corp. in trust for First Union -------------------------------------------- National Bank, subject to the terms and conditions of this Amended Agreementsecured party--Lockbox Account". The Lender Borrower agrees that --------------------------------------------- the Collateral Agent shall have immediate exclusive dominion 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever other than those control of the Lockbox Bank; providedAccount and all monies, however, that nothing herein shall (i) affect or reduce Borrower’s obligations instruments and other property from time to pay time in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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. (jii) In The Borrower and the event any party Servicer and the Parent, as the case may be, shall instruct all Obligors (other than Allotment Obligors) to a License Agreement including any party to a Future License remits any Royalties directly to Borrower make or otherwise except to wire all payments on the Lockbox Account, Borrower shall immediately (i) remit any such Royalties Receivables to the Lockbox Account (oror Lockbox, if as the case may be, and all Collections on Receivables, will, pending remittance to the Collection Account, be held for some reason the benefit of the Collateral Agent and immediately after such account is no longer proceeds have cleared and become available in effect or payment cannot be made into such account, Borrower shall remit such Royalties by wire transfer accordance with the policies of immediately available funds directly to Lender Bank Account), (ii) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 Bank, shall 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 deposited directly into the Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Collection Account. (miii) Within [*****] following delivery in the event that the Lockbox Agreement terminates for any reason or the Lockbox Account Bank fails to Lender by Borrower of comply with its obligations under the Quarterly Report Lockbox Agreement for the fourth fiscal quarter of each calendar year during the term of the Loans, 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 yearany reason, 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 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 independent certified public accountants to selectthe Deal Agent and the Collateral Agent, within [*****] thereafter, (2) established a third internationally recognized accounting firm (new account with the “Independent Accountants”). After offering Borrower and its representatives and Lender and their representatives the opportunity to present their positions as Lockbox Account Bank or with a new depositary institution satisfactory 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 Deal Agent and the materials submitted by Borrower Collateral Agent, (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 the Deal Agent and Lender andthe Collateral Agent (whereupon, as promptly as practicable, deliver to Borrower and Lender a statement in writing setting forth its determination for all purposes of the proper treatment of Basic Documents, such new account shall become such Lockbox Account, such new agreement shall become such Lockbox Agreement and any new depositary institution shall become the discrepancies as to which there was disagreementLockbox Account Bank), and that determination will be final (4) taken all such action as the Collateral Agent shall require to grant and binding upon perfect a first priority security interest in such new Lockbox Account to the Parties without any further right Collateral Agent under Section 8.01 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 Accountantsthis Agreement.

Lockbox Account. (a) On the Closing DateFirst Union, the Parties entered in its capacity of Lockbox Bank, hereby acknowledges and agrees that any and all Trust Receivables (as defined below) received by First Union or deposited into the Lockbox Agreement 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 Lockbox Bank. (b) The Lender Concentration Account shall be held solely for the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Underlying Transaction Documents. Subject to the terms First Union further acknowledges and conditions agrees that it may not exercise, and hereby expressly waives, any rights of this Amended Agreementset off, the Security Agreement and the other Transaction Documentsrecoupment, Borrower shall have immediate and full access banker's lien, statutory lien or any similar rights pursuant to any funds held applicable law or in equity against the Company Concentration Account and such funds shall not be subject to any conditions Trust Receivables received by First Union, in its capacity of Lockbox Bank, or restrictions whatsoever other than those of deposited into the Lockbox BankAccount; provided, however, that nothing herein shall if any checks, money orders, drafts, collection remittances and other instruments (icollectively, "CHECKS") affect or reduce Borrower’s obligations relating to pay in full all amounts due Trust Receivables paid to the Lender under this Amended AgreementCollection 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 all customary service charges and other fees related thereto) against the 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. (iib) First Union, in its capacity of Lockbox Bank, shall 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 manner limit the recourse 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 Lender regular monthly bank statements provided to Borrower or its Affiliates or Issuer or its Affiliate and such other information relating to the assets Lockbox Account as shall reasonably be requested by Senior Lien Holder or FSA. First Union, in its capacity of Borrower Lockbox Bank, shall also deliver a copy of all notices and statements required to satisfy Borrower’s obligationsbe sent pursuant to 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) Sweeps from For the Lockbox Account purposes of this Section 1.3, the term (i) "LOCKBOX ACCOUNT" shall be made pursuant to Exhibit F. mean any and all lockbox or other accounts established with First Union by Borrower, Borrower's Affiliates, the Issuers or the Issuers' Affiliates, and (dii) Borrower "TRUST RECEIVABLES" shall pay for all fees, expenses and charges mean each of the Lockbox Bank by debiting the Company Concentration Account. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower in relation thereto, Borrower shall immediately (A) notify any and all payments made or amounts paid in connection with 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 AgreementContracts, In License or invoice and (B) in each case, provide to any and all proceeds from the Lender a copy repossession or other disposition of each such notification. (f) Borrower shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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 Vehicle made in accordance connection with the last sentence of Section 4.01(a) to the Lockbox Accounta delinquent Contract. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On promptly after receiving the Closing DateTermination Notice, establish with the Parties entered into 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) The Borrower agrees to promptly direct all Tenants to make all rental and other payments to the 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. (bB) 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 Lender Concentration Borrower acknowledges and agrees that the Lockbox Account shall will be held solely maintained for the convenience and benefit of the LenderBank consistent within the terms of this agreement and the Lockbox Agreement. (C) In the event Borrower (or any of its affiliates, subject owners, directors, officers, employees or agents) shall receive any cash, checks, notes, drafts or similar items of payment relating to the terms and conditions of this Amended Agreement. The Lender shall have immediate and full access to any funds held in Leases (or proceeds thereof), then no later than the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documentsfifth Business Day following receipt thereof, Borrower shall have immediate and full access deposit or cause the same to any funds held be deposited in kind in the Company Concentration Account Lockbox Account. All cash, notes, checks, drafts or similar items of payment by or for the account of Borrower shall be the sole and such funds shall not be subject to any conditions or restrictions whatsoever other than those exclusive property of Bank immediately upon the earlier of the Lockbox Bankreceipt of such items by Bank or the receipt of such items by Borrower; provided, however, that nothing herein for the purpose of computing interest hereunder such items shall be deemed 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, all such items of payment shall, solely for purposes of determining the occurrence of an Event of Default, be deemed received upon actual receipt by the Bank, unless the same are subsequently dishonored for any reason whatsoever. (D) Throughout the term of this Agreement, the Bank shall be a pledgee in possession of the funds deposited in the Lockbox Account and shall have the sole and exclusive right to endorse any check, security or other instrument presented for deposit in the Lockbox Account and to withdraw or order a transfer from the Lockbox Account, and the Borrower hereby appoints the Bank the true and lawful attorney of the Borrower, 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. The Bank shall have no obligation to withdraw any amounts from the Lockbox Account unless such amounts represent good and collected funds. (E) So long as no Event of Default has occurred and is continuing, and 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 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) an amount up to $1,500,000 in the aggregate shall be delivered to the 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 in connection with the Replacement Anchor Lease including leasing commissions, tenant improvement costs, and other 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, and in the event such costs relate to construction of tenant improvements, compliance with Bank's standard construction draw procedures; (c) any funds collected in the Lockbox Account in excess of the amount 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) affect or reduce Borrower’s obligations to pay the payment in full of all amounts due to outstanding Obligations in accordance with the Lender under terms of this Amended Agreement, Agreement or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower tenant improvement costs incurred 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 shall have no right to terminate the Lockbox Account without Lender’s prior written consent. Any such consentconnection with any Replacement Anchor Lease, 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, to the extent that either Lender or Borrower has determined that there is a discrepancy as failed to the amounts paid to Lender hereunder pay for such calendar year, then the Person who has made such determination may notify the other in writing within five (5) Business Days 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 notice 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) On Borrower and Operating Lessee shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Agent, which Lockbox Account shall be under the Parties entered sole dominion and control of Agent. The Lockbox Account shall be entitled “ARC NY21618001 LLC et al LB FBO Column Financial, Inc. its successors and assigns as Lender”. Each of Borrower and Operating Lessee hereby grants to Agent a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Agent a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. 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 with and Lockbox Account shall remain in effect until the Loan has been repaid. The Lockbox BankAccount 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) The Lender Concentration Account Borrower or Operating Lessee (as applicable) shall, or shall be held solely for the benefit of the Lendercause Manager to, subject on or prior to the terms Closing Date, deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower or Operating Lessee (as applicable) shall, 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 held solely for the benefit of cause Manager to, deposit all amounts received by Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions Operating Lessee or restrictions whatsoever other than those of the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from Manager constituting Rents into the Lockbox Account shall be made pursuant within two (2) Business Days after receipt 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 Exhibit F. Lender) (d) Borrower shall pay for all feeseach, expenses and charges a “Credit Card Direction Letter”), to each of the Lockbox Bank by debiting the Company Concentration Account. (e) With 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 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 Viceroy Property directly to the Lockbox Account when due all Royalties Account. Each Individual Borrower and Operating Lessee warrants and covenants that are due it shall not, and payable shall not permit Manager to, rescind, withdraw or change any notices or instructions required to Borrower in respect of or derived from such License Agreement, In License or invoice and (Bbe sent by it pursuant to this Section 2.6.1(b) in each case, provide to the Lender a copy of each such notification. (f) Borrower shall have no right to terminate the Lockbox Account without Lender’s prior written consent. Any such consent. (c) So long as no Cash Sweep Period has occurred and is then continuing, which on each Business Day, all funds on deposit in the Lender may grant or withhold in its discretion, Lockbox Account shall be subject remitted to the satisfaction of each of the following conditions to the satisfaction of the Lender:Borrower. (id) Upon the successor Lockbox Bank shall be acceptable to occurrence and during the Lender; (ii) Lendercontinuance of any Cash Sweep Period, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially on each Business Day, all funds on deposit 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 Account shall be transferred to the new accounts held at Cash Management Account pursuant to the successor Cash Management Agreement. Pursuant to the Lockbox Agreement, Lockbox Bank prior shall transfer to the termination 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 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 then existing Lockbox Bank; andDebt in any order in its sole discretion. (ivf) Neither Borrower nor Operating Lessee shall have received evidence that all of commingle the applicable parties paying Royalties have been instructed to remit all future payments to monies in the new accounts Lockbox Account with other monies held at the successor Lockbox Bankby Borrower, Operating Lessee or Manager. (g) [Intentionally Omitted]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) All Gross Payments Borrower shall be paid into 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 to willful misconduct of Agent or 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(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrower shall establish and maintain a segregated Eligible Account (the Closing Date, the Parties entered into the “Lockbox Agreement Account”) with the Lockbox Bank. (b) The Lender Concentration Account shall be held solely Bank in trust for the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the which Lockbox Account shall be made pursuant to Exhibit F. under the sole dominion and control of Lender (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall have no right to terminate require Lockbox Bank to allow Borrower to make withdrawals from the Lockbox Account). The Lockbox Account shall be in the name of Borrower for the benefit of Lender. Borrower (i) hereby grants to Lender a first priority security interest in the Lockbox Account without Lender’s prior written consent. Any such consentand all deposits at any time contained therein and the proceeds thereof, 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; and (ii) Lenderwill take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC‑1 Financing Statements and ‑35 ‑ continuations thereof. Borrower shall not in any way alter or modify the Lockbox Account. Borrower will notify Lender of the account number thereof. Lender and the successor Lockbox Bank Servicer shall have entered into a lockbox agreement substantially in the form of sole right to make withdrawals from the Lockbox Agreement initially entered into Account and such agreement all costs and expenses for establishing and maintaining the Lockbox Account shall be considered paid by Borrower. All monies now or hereafter deposited into the “Lockbox Agreement” under this Amended Agreement and Account shall be deemed additional security for the other Loan Documents;Debt. (iiia) Borrower shall, or shall cause Manager to, deliver written instructions to all funds and items in the accounts subject tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Agreement to be terminated Account. Borrower shall, and shall be transferred to cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the new accounts held at the successor Lockbox Bank prior to the termination of the then existing Lockbox Bank; andAccount within two (2) Business Days after receipt. (ivb) Borrower shall have received evidence that 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 applicable parties paying Royalties have been instructed Loan. (c) Upon the occurrence of an Event of Default, Lender may, in addition to remit any and all future payments other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the new accounts payment of the Debt in any order in its sole discretion. (d) The Lockbox Account shall not be commingled with other monies held at the successor by Borrower, Manager or Lockbox Bank. (ge) [Intentionally Omitted] (h) All Gross Payments Borrower shall be paid into not further pledge, assign or grant any security interest in the Lockbox Account or to any other account(s) designated in writing by the Lender(s) to Borrower, and amounts monies 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 permit any lien or encumbrance to attach thereto, or any payment levy to be made in accordance thereon, or any UCC‑1 Financing Statements, except those naming Lender as the secured party, to be filed with the last sentence of Section 4.01(a) to the Lockbox Accountrespect thereto. (jf) In the event any party Subject to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox AccountSection 9.4 hereof, Borrower shall immediately 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 (iincluding litigation costs and reasonable attorneys’ fees and expenses) remit arising from or in any such Royalties to way connected with the Lockbox Account and/or the Lockbox Agreement (orunless arising from the gross negligence or willful misconduct of Lender or Lockbox Bank, if as applicable) or the performance of the obligations 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) notify such party to remit any future Royalties to which the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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. (ai) On the Closing DateThe Servicer has established and shall maintain a segregated account with a Lockbox Account Bank titled "CNL Financial Services, the Parties entered into the Lockbox Agreement with the Lockbox BankLP, as Servicer". (bii) The Lender Concentration 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 shall 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 solely for the benefit of the Lender, subject to Collateral Agent and immediately after such proceeds have cleared and become available in accordance with 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever other than those policies of the Lockbox Account Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) 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 shall 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 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) 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 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 Collection Account. (iii) The Borrower and Servicer will deposit or cause to be deposited in the Lockbox 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 at in trust for the successor Lockbox Bank prior to Collateral Agent by the termination of Borrower or Servicer, as the then existing Lockbox Bank; andcase may be. (iv) In the event that any Lockbox Agreement terminates for any reason or any Lockbox Account Bank fails to comply with its obligations under the Lockbox Agreement for any reason, then the Borrower shall have 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 unless (1) it has received evidence that all the prior written consent of the applicable parties paying Royalties Deal Agent and the Collateral Agent, (2) such new Lockbox Account is established with a Lockbox Account Bank satisfactory to the Deal Agent and the Collateral Agent, and (3) the Deal Agent has received a Lockbox Agreement covering such new account duly executed and delivered by the Lockbox Account Bank, the Servicer and the 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 all future payments to a different Lockbox Account and the Lockbox Account Bank has agreed in writing to forward any payments received 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. . (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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 Accountb), (ii) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On promptly after receiving the Closing DateTermination Notice, establish with the Parties entered into 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) The Borrower agrees to promptly direct all Tenants to make all rental and other payments to the 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. (bB) 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 Lender Concentration Borrower acknowledges and agrees that the Lockbox Account shall will be held solely maintained for the convenience and benefit of the LenderBank consistent within the terms of this agreement and the Lockbox Agreement. (C) In the event Borrower (or any of its affiliates, subject owners, directors, officers, employees or agents) shall receive any cash, checks, notes, drafts or similar items of payment relating to the terms and conditions of this Amended Agreement. The Lender shall have immediate and full access to any funds held in Leases (or proceeds thereof), then no later than the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documentsfifth Business Day following receipt thereof, Borrower shall have immediate and full access deposit or cause the same to any funds held be deposited in kind in the Company Concentration Account Lockbox Account. All cash, notes, checks, drafts or similar items of payment by or for the account of Borrower shall be the sole and such funds shall not be subject to any conditions or restrictions whatsoever other than those exclusive property of Bank immediately upon the earlier of the Lockbox Bankreceipt of such items by Bank or the receipt of such items by Borrower; provided, however, that nothing herein for the purpose of computing interest hereunder such items shall be deemed 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, all such items of payment shall, solely for purposes of determining the occurrence of an Event of Default, be deemed received upon actual receipt by the Bank, unless the same are subsequently dishonored for any reason whatsoever. (D) Throughout the term of this Agreement, the Bank shall be a pledgee in possession of the funds deposited in the Lockbox Account and shall have the sole and exclusive right to endorse any check, security or other instrument presented for deposit in the Lockbox Account and to withdraw or order a transfer from the Lockbox Account, and the Borrower hereby appoints the Bank the true and lawful attorney of the Borrower, 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. The Bank shall have no obligation to withdraw any amounts from the Lockbox Account unless such amounts represent good and collected funds. (E) So long as no Event of Default has occurred and is continuing, and 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 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) an amount up to $1,500,000 in the aggregate shall be delivered to the 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 in connection with the Replacement Anchor Lease including leasing commissions, tenant improvement costs, and other 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, and in the event such costs relate to construction of tenant improvements, compliance with Bank's standard construction draw procedures; (c) any funds collected in the Lockbox Account in excess of the amount 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) affect or reduce Borrower’s obligations to pay the payment in full of all amounts due to outstanding Obligations in accordance with the Lender under terms of this Amended Agreement, Agreement or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower tenant improvement costs incurred 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 shall have no right to terminate the Lockbox Account without Lender’s prior written consent. Any such consentconnection with any Replacement Anchor Lease, 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, to the extent that either Lender or Borrower has determined that there is a discrepancy as failed to the amounts paid to Lender hereunder pay for such calendar year, then the Person who has made such determination may notify the other in writing within five (5) Business Days 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 notice 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) On If the Closing DateTranche B Funding occurs, on or before the Tranche B Funding Date the Parties entered 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 the Company Concentration Account. The Lender Concentration Account shall be held solely for the benefit of the Lender, 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps If the Tranche B Funding occurs, from and after the Tranche B Funding Date: (i) sweeps from the Lockbox Account shall be made pursuant to Exhibit F.H; (dii) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account.; (eiii) With 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.; (fiv) Borrower shall have no right to terminate the Lockbox Account without Lender’s prior written consent. Any ; 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: : (iA) the successor Lockbox Bank shall be acceptable to the Lender; , (iiB) 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 Amended Agreement and the other Loan Documents; , (iiiC) 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 Bank and (ivD) Borrower the Lender shall have received evidence that all of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank.; (gv) [Intentionally Omitted] (h) All 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.H; (ivi) 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(a4.01(b) to the Lockbox Account.; and (jvii) In in the event any party to a License Agreement Agreement, including any party to a Future License License, remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (iA) remit any such Royalties to the Lockbox Account (or, 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), (iiB) notify such party to remit any future Royalties to the Lockbox Account and (iiiC) provide to the Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall be in addition to any amounts payable under Section 4.02(d) of this Amended Agreement. (ld) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to the Lender Bank Account. (me) Within [*****] following delivery to the Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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 Person 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 either Agent a Lender or Borrower delivers to the other party Party a Discrepancy Notice, Lenders such Lender and Borrower shall meet in person or by telephone conference as specified by such Lender within [*****] (or such other time as mutually agreed by the partiesParties) after the receiving party 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 Agent a Lender has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, Lenders 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. Borrower hereby covenants and agrees as follows with respect to the Lockbox Account: (a) On Borrower has established with Lender a non-interest bearing blocked collateral account (without check writing privileges) as Account No. 00000000 (the Closing Date“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) shall be on deposit in the Lockbox Account. During any Lockbox Period, the Parties entered into Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be denominated “Xxxxx REIT One Wilshire LP, as Pledgor/Bank of China, LAB, as Pledgee Lockbox Acct.” Borrower hereby grants to Lender a first priority security interest in the Lockbox Agreement with Account and all deposits at any time contained therein and the proceeds thereof and will take all reasonable actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox BankAccount, including filing UCC-1 Financing Statements and continuations thereof. (b) The Lender Concentration Account Borrower shall cause all payments due to Borrower from the Counterparty pursuant to any Interest Rate Cap Agreement to be held solely for deposited directly by the benefit Counterparty into the Lockbox Account. In furtherance of the Lenderforegoing, subject Borrower shall execute and deliver to each Counterparty written authorizations and instructions irrevocably directing such Counterparty to deposit into the Lockbox Account all payments due from the Counterparty to Borrower pursuant to the terms and conditions of this Amended Interest Rate Cap Agreement. The Lender shall have immediate and full access to any funds held in 14961843v.6 (c) Until the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit occurrence of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documentsa Lockbox Trigger Event, Borrower shall have immediate and full right of access to any and the right to withdraw or direct payment of funds held in from the Company Concentration Lockbox Account and such funds otherwise administer the Lockbox Account, subject to Section 2.11.3 above and 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 be subject have any right to any conditions withdraw or restrictions whatsoever other than those direct payment of funds from the Lockbox Bank; providedAccount or otherwise administer the Lockbox Account, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay and all funds in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F.disbursed as hereinafter provided in Section 3.1.4 below, until the expiration of the applicable Lockbox Period. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (eNotwithstanding Section 3.1.2(c) With respect to any License Agreement, In License or invoice entered into or issued by Borrower in relation theretoabove, Borrower shall immediately (A) notify acknowledges and agrees that Lender has the applicable Contract Party right to remit to debit 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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 Section 2.11.3 above regardless of Borrower whether a Lockbox Trigger Event has occurred and regardless of whether a Lockbox Period is 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 Accountexistence. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On the Closing DateBorrower acknowledges and confirms that Borrower has established, the Parties entered into and Borrower covenants that it shall maintain, (i) pursuant to the Lockbox Agreement 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 Rents and other revenue from the Individual Properties (such 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 “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 BankAccount shall be transferred pursuant to the terms of Section 10.2(b) hereof (such 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) The Lender Concentration Lockbox Account shall be held solely in the name of Borrower for the benefit of the Lender, subject 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 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 held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the The Lockbox Account and Cash Management Account shall be made pursuant subject to Exhibit F.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 have any right of withdrawal therefrom or any other right or power with respect thereto. (d) Borrower shall agrees to pay for all fees, the customary fees and expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower incurred 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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 connection with Section 3.02(a) or any payment made in accordance with the last sentence of Section 4.01(a) to maintaining the Lockbox Account. ) and Lender (jincurred in connection with maintaining the Cash Management Account) In the event and any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Accountsuccessors thereto in connection therewith, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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 separately agreed by the parties) after the receiving party has received a Discrepancy Notice them from time 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 Accountantstime.

Lockbox Account. (a) On Borrower shall establish and, during the Closing Dateterm of the Loan, maintain one or more segregated Eligible Accounts (collectively, the Parties entered into the “Lockbox Agreement Account”) with the Lockbox Bank. (b) The Lender Concentration Account shall be held solely Bank in trust for the benefit of the Lender, 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 which Lockbox Account shall be held solely for under the benefit sole dominion and control of BorrowerLender. The Lockbox Account shall initially consist of four separate accounts which shall be entitled (A) “Centro NP Holdings 12 SPE, subject LLC, et al. fbo JPMorgan Chase Bank, N.A., as Lender pursuant to the terms Loan Agreement dated as of July 28, 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 conditions pursuant to Loan Agreement dated as of this Amended AgreementJuly 28, the Security 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 and the other Transaction Documents. Subject to the terms and conditions dated as of this Amended AgreementJuly 28, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the 2010 — Lockbox BankAccount”; provided, however, that nothing herein such Lockbox Account shall have subaccounts thereof which include the name of each applicable Individual Property. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account. All costs and expenses 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. (ib) affect Borrower shall, or reduce Borrower’s obligations shall cause Manager to, as promptly as possible following the Closing Date but in no event later than three (3) Business Days thereafter, deliver Tenant Direction Letters to pay in full 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 due to received by Borrower or Manager constituting Rents (including, without limitation, all Termination Payments) into the Lender under this Amended Agreement, or Lockbox Account within one (ii1) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt thereof. (c) Sweeps Borrower shall obtain from Lockbox Bank its 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 shall be made pursuant to Exhibit F.(other than the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan. (d) Borrower shall pay for Upon the occurrence of an Event of Default, Lender may, in addition to any and all feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in such order and priority as Lender shall determine in its sole discretion. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower Funds on deposit 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 shall not be commingled with other monies held by Borrower, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any Lien to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC-1 financing statement, except those naming Lender as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys’ fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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) On Borrower shall establish and maintain a segregated Eligible Account (the Closing Date, the Parties entered into the “Lockbox Agreement Account”) with the Lockbox BankBank 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 “Xxxxxxx Properties - Austin Research Park, L.P., for the benefit of Nomura Credit & Capital, Inc., its successors and assigns, as Lender, pursuant to Loan Agreement dated as of March 15, 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, 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) The Lender Concentration Account Borrower shall, or shall be held solely for the benefit of the Lendercause Manager or Sub-Manger to, subject deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the terms Lockbox Account. Borrower shall, and conditions of this Amended Agreement. The Lender shall have immediate cause Manager 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 held solely for the benefit of Sub-Manager to, deposit all amounts received by Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions Manager or restrictions whatsoever other than those of Sub-Manager constituting Rents into the Lockbox Bank; provided, however, that nothing herein shall Account within one (i1) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligationsBusiness Day after receipt. (c) Sweeps Borrower shall obtain from the Lockbox Bank its agreement in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for in immediately available funds by federal wire transfer all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower amounts on deposit 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 shall 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 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) 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 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 of the applicable parties paying Royalties have been instructed to remit all 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. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during once every Business Day throughout the term of the Loans, 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 AccountantsLoan.

Lockbox Account. (a) On During the Closing Dateterm of the Loan, Borrower shall establish and maintain one or more accounts (collectively, the Parties entered “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 “PHR STPFL, LLC and PHR STPFL OPCO SUB, LLC, as Borrower and Wxxxx Fargo Bank, National Association, as Trustee for the Benefit of the Registered Holders of JPMDB Commercial Mortgage Securities Trust 2017-C7, Commercial Mortgage Pass-Through Certificates, Series 2017-C7, -Lockbox Account” or as such other name as Lender shall approve. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the 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 with and Lockbox Account shall remain in effect until the Lockbox BankLoan has been repaid in full. (b) The Lender Concentration Borrower shall, or shall cause Manager to, on or prior to the Closing Date, (i) deliver Tenant Direction Letters to all Tenants under Subleases, if any, instructing those Tenants to deliver all Rents payable thereunder directly to the Lockbox Account shall be held solely for the benefit and (ii) deliver irrevocable written instructions to each of the Lendercredit 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 into the Lockbox Account within two (2) Business Days after receipt 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 Lockbox Bank its agreement, subject to the terms and conditions of this Amended Agreement. The Lender shall have immediate the Cash Management Agreement and full access only during a Cash Sweep Period, to any transfer to the Cash Management Account in immediately available funds held by federal wire transfer all amounts on deposit in the Lender Concentration Lockbox Account once every Business Day during a Cash Sweep Period and such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account if no Cash Sweep Period shall be held solely for the benefit of Borrowerin effect, subject to transfer such amounts to an account designated by Borrower once every Business Day in accordance with the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to 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 the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for 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 feesother rights and remedies available to Lender, expenses and charges apply any sums then present in the Lockbox Account to the payment of the Lockbox Bank by debiting the Company Concentration AccountDebt in any order in its sole discretion. (e) 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 The Lockbox Account when due all Royalties that are due and payable to Borrower in respect of shall not be commingled with other monies held by Owner, Operating Tenant, Manager or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notificationLockbox Bank. (f) Borrower shall have no right to terminate not further pledge, assign or grant any security interest in the Lockbox Account without Lender’s prior written consent. Any such consentor the monies deposited therein or permit any lien or encumbrance to attach thereto, 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) 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 Amended Agreement and the other Loan Documents; (iii) all funds and items in the accounts subject to the Lockbox Agreement any levy to be terminated shall made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to 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 of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bankfiled with respect thereto. (g) [Intentionally Omitted] 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 (hincluding litigation costs and reasonable attorneys’ fees and expenses) All Gross Payments shall be paid into arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence 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 willful misconduct of Borrower in accordance with Section 3.02(aLender) or any payment made in accordance with the last sentence performance of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to obligations for which the Lockbox Account (or, 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) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such noticewas established. (k) Amounts payable pursuant to this Section 4.02 shall 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 Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loans, 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.