Common use of Maintenance of Collateral Accounts Clause in Contracts

Maintenance of Collateral Accounts. (a) Borrower agrees that the Collection Account is and shall be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. In addition to, and not in limitation or in lieu of, the obligation of Custodian to honor entitlement orders as provided in the Control Agreement, (a) Borrower the Secured Party agrees that until such time, if any, that the Collection Account is and Secured Party delivers a Notice of Exclusive Control to the Custodian, the Debtor shall be maintained entitled (i) subject to Section 3.06(b), to give, jointly with the Secured Party, entitlement orders and all other forms of instructions to invest, through the Investment Adviser, where applicable, the Collateral held in the Collateral Accounts solely in cash or categories of securities defined as a “deposit account” (as such term is defined in Section 9-102(a) of Eligible Credit Support, which upon their acquisition shall constitute the UCC)Collateral, (ii) in such a manner that Lender shall have control subject to Section 4.04, to receive and give entitlement orders and all other forms of instructions with respect to all Distributions (within subject, where applicable, to prior deduction by the meaning Custodian of Section 9-104(a) any fees or expenses owed to Custodian by the Debtor for the provision of the UCC) over the Collection Account its custodial services from time to time), and (iii) such to exercise, or to direct the Custodian to exercise on its behalf, any voting rights attached to any of the Collateral (but only in a manner consistent with the terms of this Agreement); provided that neither the BorrowerDebtor shall not have the authority to (x) terminate or close the Collateral Accounts, Operating Lesseeor (y) sell, nor Manager shall have transfer, exchange, assign, lease or hire out, factor, discount, license, lend, part with its interest in or otherwise dispose of any right of withdrawal from the Account andCollateral or permit the same to occur, or agree to do any of the foregoing, without prior written consent of the Secured Party (to be evidenced, where appropriate, by execution of joint instructions by the Debtor and the Secured Party), except as provided hereinexpressly permitted under this Agreement. The Secured Party agrees that (i) until a Relevant Event occurs, no Account Collateral it shall be released not give entitlement orders, deliver Notice of Exclusive Control or give any other forms of instructions with regard to the BorrowerCollateral Accounts and the financial assets and other Property on deposit therein or credited thereto (other than joint instructions in accordance with this Agreement), Operating Lessee, and (ii) it shall join the Debtor in giving instructions requested by or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form on behalf of the Account Agreement Debtor so long as no Relevant Event then exists or in would be caused by the execution of such other form acceptable to Lender in its sole discretioninstructions. (b) Borrower if at any time the Secured Party delivers a Notice of Exclusive Control to the Custodian, the Debtor agrees that each that, from and after delivery thereof until the written revocation or rescission of such notice by the Holding Account and the Sub-Accounts is and shall be maintained Secured Party, (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral Secured Party shall be released the sole Person to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree give all entitlement orders and other demands and instructions with respect to treat all property credited to the Holding Account or the Sub-Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held financial asset credited thereto or carried therein or any other Collateral, (ii) if it has received any Collateral from the Custodian in violation of the terms of the Control Agreement, it shall hold such accounts Collateral in trust for the Secured Party and shall promptly thereafter deliver such Collateral to the Secured Party and (iii) it shall execute and deliver, and use its best efforts to cause the Custodian to execute and deliver, to the Secured Party all proxies and other instruments as the Secured Party may reasonably request for the purpose of enabling the Secured Party to exercise any voting or other consensual rights pertaining to any Collateral. Notice of Exclusive Control shall be periodically added deemed to be revoked or rescinded upon receipt by the principal amount Custodian from the Secured Party of such account and shall be held, disbursed and applied in accordance with the provisions written notice thereof. The Secured Party agrees to deliver a notice of this Agreement and the Account Agreement. Borrower shall be the beneficial owner revocation or rescission upon request of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral AccountsDebtor at any time when no Relevant Event has occurred or is continuing.

Maintenance of Collateral Accounts. (a) Borrower agrees that the Collection Account is and shall be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Account Deposit Accounts and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (a) Borrower agrees that the Collection Account is and shall be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Collection Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (aA) Borrower agrees that the Collection Account is and shall be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a) of the UCC), (ii) in such a manner that Lender Administrative Agent shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, Lessee nor Manager shall have any right of withdrawal from the Account Collateral Accounts and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, Rental Agent or Manager from the Collection AccountCollateral Accounts. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender Administrative Agent in its sole discretion. (bB) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender Administrative Agent shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender Administrative Agent in its sole discretion. (cC) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (a) Borrower agrees that the Collection Account is and shall be maintained (i) as a “"deposit account” " (as such term is defined in Section 9-102(a102(a)(29) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a104(a)(2) of the UCC) over the Collection Account and (iii) such that that, except as provided herein or in the Account Agreement, neither the Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Collection Account and, except as provided herein, and no Account Collateral shall be released to the Borrower, Operating Lessee, Borrower or Manager from the Collection Account. Without limiting the Borrower’s 's obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion, with changes requested by such replacement Cash Management Bank that are reasonably acceptable to Lender (including being in accordance with the applicable requirements of the securitization market), and Lender agrees to reasonably cooperate in connection therewith (at no cost to Lender). (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “"securities account” " (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “"financial assets” " (as such term is defined in Section 8-102(a)(9) of the UCC) and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s 's obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. , with changes requested by such replacement Cash Management Bank that are reasonably acceptable to Lender (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied including being in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner applicable requirements of the Collateral Accounts for federal income tax purposes securitization market), and shall report all income on the Collateral AccountsLender agrees to reasonably cooperate in connection therewith (at no cost to Lender).

Maintenance of Collateral Accounts. Borrower (a) Borrower agrees that or in the Collection Account is and shall be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a) case of the UCC)Maryland Property, (iiMaryland Loan Guarantor) in such a manner that Lender shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Collateral Accounts is and shall be maintained (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-AccountCollateral Accounts, (iii) such that neither Borrower, Operating Lessee, nor Manager no Person other than Lender shall have any right of withdrawal from the Holding Account or the Sub-Collateral Accounts and, except as provided herein, no Account Collateral shall be released to the Borrower or any Affiliate of Borrower from the Holding Account or the Sub-Collateral Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Collateral Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Collateral Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower Borrower, except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account Collateral Accounts with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (a) Mezzanine Borrower agrees that the Collection Fourth Mezzanine Account is and the Sub-Accounts are and shall each be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “"securities account” " (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Mezzanine Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Fourth Mezzanine Account and any Sub-AccountAccount thereof, (iii) such that neither Mezzanine Borrower, Operating Lessee, nor and Manager shall have any no right of withdrawal from the Holding Fourth Mezzanine Account or the Sub-Accounts and, except as provided herein, no Account Collateral (Fourth Mezzanine) shall be released to Mezzanine Borrower or Manager from the Holding Fourth Mezzanine Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Sub Accounts as “"financial assets” " and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, Borrower payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting the Mezzanine Borrower’s 's obligations under the immediately preceding sentence, Mezzanine Borrower shall only establish and maintain the Holding Fourth Mezzanine Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement (Fourth Mezzanine) or in such other form acceptable to Mezzanine Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (a) Mezzanine Borrower agrees that the Collection Second Mezzanine Account is and the Sub-Accounts are and shall each be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “"securities account” " (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Mezzanine Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Second Mezzanine Account and any Sub-AccountAccount thereof, (iii) such that neither Mezzanine Borrower, Operating Lessee, nor and Manager shall have any no right of withdrawal from the Holding Second Mezzanine Account or the Sub-Accounts and, except as provided herein, no Account Collateral (Second Mezzanine) shall be released to Mezzanine Borrower or Manager from the Holding Second Mezzanine Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Sub Accounts as “"financial assets” " and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting the Mezzanine Borrower’s 's obligations under the immediately preceding sentence, Mezzanine Borrower shall only establish and maintain the Holding Second Mezzanine Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement (Second Mezzanine) or in such other form acceptable to Mezzanine Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (a) Borrower agrees that the Collection Account is and shall be maintained (i) as a “"deposit account” " (as such term is defined in Section 9-102(a102(a)(29) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a104(a)(2) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Collection Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, Borrower or Manager from the Collection Account. Without limiting the Borrower’s 's obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. Cash Management Bank shall comply with the instructions of Lender directing depository of funds in their Collection Account without further consent of Borrower or any other Person. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “"securities account” " (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-AccountAccount thereof, (iii) such that neither Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “"financial assets” " (within the meaning of Section 102(a)(9) of the UCC) and (v) such that all securities or other property underlying any financial assets credited to the Collateral Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s 's obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. . Cash Management Bank shall comply with "all entitlement orders" (cas defined in Section 8-102(a)(8) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System UCC) and of instructions originated by Lender without further consent by Borrower or any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accountsparty.

Maintenance of Collateral Accounts. (a) Borrower agrees Borrower, Hotel Lessee and Administrative Agent agree that the Collection Account is will be and shall will be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a102(a)(29) of the UCC), (ii) in such a manner that Lender Administrative Agent shall have control “control” (within the meaning of Section 9-104(a104(a)(2) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, Hotel Lessee nor Manager shall have any right of withdrawal from the Collection Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, Hotel Lessee or Manager from the Collection AccountAccounts. Without limiting the Borrower’s and Hotel Lessee’s obligations under the immediately preceding sentence, Borrower and Hotel Lessee shall only establish and maintain the applicable Collection Account Accounts with a financial institution that has executed an agreement substantially in the form of the Account Lockbox Agreement or in such other form acceptable to Lender Administrative Agent in its sole discretion. (b) Borrower agrees and Administrative Agent agree that each of the Holding Cash Management Account and the Sub-Reserve Accounts is will be and shall will be maintained (i) as a “securities deposit account” (as such term is defined in Section 89-501(a102(a)(29) of the UCC), (ii) in such a manner that Lender Administrative Agent shall have control “control” (within the meaning of Section 89-106(d)(2104(a)(2) of the UCC) over the Holding Cash Management Account and any Sub-each Reserve Account, and (iii) such that neither Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Holding Cash Management Account or the Sub-Reserve Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Cash Management Account or the Sub-Reserve Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower Administrative Agent shall only establish and maintain the Holding Cash Management Account and the Reserve Accounts with a financial institution that has executed an agreement substantially in the form of the Account Control Agreement or in such other form acceptable to Lender Administrative Agent in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (a) Borrower agrees that the Collection Account is and shall be maintained (i) as a “"deposit account” " (as such term is defined in Section 9-102(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Collection Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, Borrower or Manager from the Collection Account. Without limiting the Borrower’s 's obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “"securities account” " (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “"financial assets” " and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s 's obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (a) Borrower agrees that the Collection Account is and shall be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (ia) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (iib) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iiic) such that neither Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (ivd) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “financial assets” and (ve) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution an Approved Bank that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (aA) Borrower agrees that the Collection Account is and shall be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a) of the UCC), (ii) in such a manner that Lender Administrative Agent shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, Lessee nor Manager shall have any right of withdrawal from the Collection Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, Lessee or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender Administrative Agent in its sole discretion. (bB) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender Administrative Agent shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Sub- Account, (iii) such that neither Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Collateral Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender Administrative Agent in its sole discretion. (cC) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (a) Borrower agrees that the Collection Account is and shall be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a102(a)(29) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a104(a)(2) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Collection Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, Borrower or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts SubAccounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Sub‑ Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (a) Mezzanine Borrower agrees that the Collection First Mezzanine Account is and the Sub-Accounts are and shall each be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “"securities account” " (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Mezzanine Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding First Mezzanine Account and any Sub-AccountAccount thereof, (iii) such that neither Mezzanine Borrower, Operating Lessee, nor and Manager shall have any no right of withdrawal from the Holding First Mezzanine Account or the Sub-Accounts and, except as provided herein, no Account Collateral (First Mezzanine) shall be released to Mezzanine Borrower or Manager from the Holding First Mezzanine Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Sub Accounts as “"financial assets” " and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting the Mezzanine Borrower’s 's obligations under the immediately preceding sentence, Mezzanine Borrower shall only establish and maintain the Holding First Mezzanine Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement (First Mezzanine) or in such other form acceptable to Mezzanine Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (a) Borrower agrees that the Collection Account is and shall be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a102(a)(29) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a104(a)(2) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Collection Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, Borrower or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. In addition to, and not in limitation or in lieu of, the obligation of Custodian to honor entitlement orders as provided in the Control Agreement, (a) Borrower the Secured Party agrees that until such time, if any, that the Collection Account is and Secured Party delivers a Notice of Exclusive Control to the Custodian, the Debtor shall be maintained entitled (i) subject to Section 3.06(b), to give entitlement orders and all other forms of instructions to invest, through the Investment Adviser, where applicable, the Collateral held in the Collateral Accounts solely in cash or categories of securities defined as a “deposit account” (as such term is defined in Section 9-102(a) of Qualified Assets, which upon their acquisition shall constitute the UCC)Collateral, (ii) in such a manner that Lender shall have control subject to Section 4.04,to receive and give entitlement orders and all other forms of instructions with respect to all Distributions (within subject, where applicable, to prior deduction by the meaning Custodian of Section 9-104(a) any fees or expenses owed to Custodian by the Debtor for the provision of the UCC) over the Collection Account its custodial services from time to time), and (iii) such to exercise, or to direct the Custodian to exercise on its behalf, any voting rights attached to any of the Collateral (but only in a manner consistent with the terms of this Agreement); provided that neither the BorrowerDebtor shall not have the authority to (x) terminate or close the Collateral Accounts, Operating Lesseeor (y) sell, nor Manager transfer, exchange, assign, lease or hire out, factor, discount, license, lend, part with its interest in or otherwise dispose of any of the Collateral or permit the same to occur, or agree to do any of the foregoing, without prior written consent of the Secured Party, except, in each case, as expressly permitted under this Agreement. The Secured Party agrees that (i) until a Relevant Event occurs or unless a Relevant Event would be caused by a proposed substitution of Collateral by the Debtor, it shall have not give entitlement orders, deliver Notice of Exclusive Control or give any right other forms of withdrawal from the Account and, except as provided herein, no Account Collateral shall be released instructions with regard to the BorrowerCollateral Accounts and the financial assets and other Property on deposit therein or credited thereto (other than joint instructions in accordance with this Agreement), Operating Lessee, and (ii) it shall join the Debtor in giving instructions requested by or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form on behalf of the Account Agreement Debtor so long as no Relevant Event then exists or in would be caused by the execution of such other form acceptable to Lender in its sole discretioninstructions. (b) Borrower if at any time the Secured Party delivers a Notice of Exclusive Control to the Custodian, the Debtor agrees that each that, from and after delivery thereof until the written revocation or rescission of such notice by the Holding Account and the Sub-Accounts is and shall be maintained Secured Party, (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral Secured Party shall be released the sole Person to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree give all entitlement orders and other demands and instructions with respect to treat all property credited to the Holding Account or the Sub-Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held financial asset credited thereto or carried therein or any other Collateral, (ii) if it has received any Collateral from the Custodian in violation of the terms of the Control Agreement, it shall hold such accounts Collateral in trust for the Secured Party and shall promptly thereafter deliver such Collateral to the Secured Party and (iii) it shall execute and deliver, and use its best efforts to cause the Custodian to execute and deliver, to the Secured Party all proxies and other instruments as the Secured Party may reasonably request for the purpose of enabling the Secured Party to exercise any voting or other consensual rights pertaining to any Collateral. Notice of Exclusive Control shall be periodically added deemed to be revoked or rescinded upon receipt by the principal amount Custodian from the Secured Party of such account and shall be held, disbursed and applied in accordance with the provisions written notice thereof. The Secured Party agrees to deliver a notice of this Agreement and the Account Agreement. Borrower shall be the beneficial owner revocation or rescission upon request of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral AccountsDebtor at any time when no Relevant Event has occurred or is continuing.

Maintenance of Collateral Accounts. In addition to, and not in limitation or in lieu of, the obligation of Custodian to honor entitlement orders as provided in the Control Agreement, (a) Borrower the Secured Party agrees that until such time, if any, that the Collection Account is and Secured Party delivers a Notice of Exclusive Control to the Custodian, the Debtor shall be maintained entitled (i) as a “deposit account” (as such term is defined in subject to Section 9-102(a) of the UCC3.06(b), to give entitlement orders and all other forms of instructions to invest, through the Investment Adviser, where applicable, the Collateral held in the Collateral Accounts solely in cash or categories of securities defined as Qualified Assets, which upon their acquisition shall constitute the Collateral (ii) in such a manner that Lender shall have control subject to Section 4.04, to receive and give entitlement orders and all other forms of instructions with respect to all Distributions (within subject, where applicable, to prior deduction by the meaning Custodian of Section 9-104(a) any fees or expenses owed to Custodian by the Debtor for the provision of the UCC) over the Collection Account its custodial services from time to time), and (iii) such to exercise, or to direct the Custodian to exercise on its behalf, any voting rights attached to any of the Collateral (but only in a manner consistent with the terms of this Agreement); provided that neither the BorrowerDebtor shall not have the authority to (x) terminate or close the Collateral Accounts, Operating Lesseeor (y) sell, nor Manager transfer, exchange, assign, lease or hire out, factor, discount, license, lend, part with its interest in or otherwise dispose of any of the Collateral or permit the same to occur, or agree to do any of the foregoing, without prior written consent of the Secured Party, except, in each case, as expressly permitted under this Agreement. The Secured Party agrees that (i) until a Relevant Event occurs or unless a Relevant Event would be caused by a proposed substitution of Collateral by the Debtor, it shall have not give entitlement orders, deliver Notice of Exclusive Control or give any right other forms of withdrawal from the Account and, except as provided herein, no Account Collateral shall be released instructions with regard to the BorrowerCollateral Accounts and the financial assets and other Property on deposit therein or credited thereto (other than joint instructions in accordance with this Agreement), Operating Lessee, and (ii) it shall join the Debtor in giving instructions requested by or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form on behalf of the Account Agreement Debtor so long as no Relevant Event then exists or in would be caused by the execution of such other form acceptable to Lender in its sole discretioninstructions. (b) Borrower if at any time the Secured Party delivers a Notice of Exclusive Control to the Custodian, the Debtor agrees that each that, from and after delivery thereof until the written revocation or rescission of such notice by the Holding Account and the Sub-Accounts is and shall be maintained Secured Party, (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral Secured Party shall be released the sole Person to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree give all entitlement orders and other demands and instructions with respect to treat all property credited to the Holding Account or the Sub-Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held financial asset credited thereto or carried therein or any other Collateral, (ii) if it has received any Collateral from the Custodian in violation of the terms of the Control Agreement, it shall hold such accounts Collateral in trust for the Secured Party and shall promptly thereafter deliver such Collateral to the Secured Party and (iii) it shall execute and deliver, and use its best efforts to cause the Custodian to execute and deliver, to the Secured Party all proxies and other instruments as the Secured Party may reasonably request for the purpose of enabling the Secured Party to exercise any voting or other consensual rights pertaining to any Collateral. Notice of Exclusive Control shall be periodically added deemed to be revoked or rescinded upon receipt by the principal amount Custodian from the Secured Party of such account and shall be held, disbursed and applied in accordance with the provisions written notice thereof The Secured Party agrees to deliver a notice of this Agreement and the Account Agreement. Borrower shall be the beneficial owner revocation or rescission upon request of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral AccountsDebtor at any time when no Relevant Event has occurred or is continuing.

Maintenance of Collateral Accounts. (a) Borrower agrees that the Collection Account is and shall be maintained (i) as a “"deposit account” " (as such term is defined in Section 9-102(a102(a)(29) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a104(a)(2) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Collection Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, Borrower or Manager from the Collection Account. Without limiting the Borrower’s 's obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “"securities account” " (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “"financial assets” " and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s 's obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (aA) Borrower agrees that each of the Collection Account and the Hotel Operating Account is and shall be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a) of the UCC), (ii) in such a manner that Lender Administrative Agent shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and the Hotel Operating Account and (iii) such that neither the Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Collection Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, Borrower or Manager from the Collection Account or the Hotel Operating Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Collection Account Agreement or in such other form acceptable to Lender Administrative Agent in its sole discretion. (bB) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender Administrative Agent shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, Borrower nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Collateral Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of BorrowerBorrower or Manager, payable to the order of Borrower or Manager or specially indorsed to Borrower or Manager except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (cC) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts and the Hotel Operating Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts and the Hotel Operating Account or any investments held in such accounts shall be periodically added to the principal amount of such account accounts and shall be held, disbursed and applied in accordance with the provisions of this Agreement, the Holding Account Agreement, the Collection Account Agreement and the Hotel Operating Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts and the Hotel Operating Account for federal income tax purposes and shall report all income on the Collateral AccountsAccounts and the Hotel Operating Account.

Maintenance of Collateral Accounts. (a) Borrower agrees that the Collection Account is and shall be maintained (i) as a “"deposit account” " (as such term is defined in Section 9-102(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, Lessee nor Manager shall have any right of withdrawal from the Account Deposit Accounts and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, Lessee or Manager from the Collection Account. Without limiting the Borrower’s 's obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “"securities account” " (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Accounts as “"financial assets” " and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s 's obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. (a) Mezzanine Borrower agrees that the Collection Third Mezzanine Account is and the Sub-Accounts are and shall each be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 9-104(a) of the UCC) over the Collection Account and (iii) such that neither the Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “"securities account” " (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Mezzanine Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Third Mezzanine Account and any Sub-AccountAccount thereof, (iii) such that neither Mezzanine Borrower, Operating Lessee, nor and Manager shall have any no right of withdrawal from the Holding Third Mezzanine Account or the Sub-Accounts and, except as provided herein, no Account Collateral (Third Mezzanine) shall be released to Mezzanine Borrower or Manager from the Holding Third Mezzanine Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Account or the Sub-Sub Accounts as “"financial assets” " and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting the Mezzanine Borrower’s 's obligations under the immediately preceding sentence, Mezzanine Borrower shall only establish and maintain the Holding Third Mezzanine Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement (Third Mezzanine) or in such other form acceptable to Mezzanine Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.

Maintenance of Collateral Accounts. In addition to, and not in limitation or in lieu of, the obligation of Custodian to honor entitlement orders as provided in the Control Agreement, (a) Borrower the Secured Party agrees that until such time, if any, that the Collection Account is and Secured Party delivers a Notice of Exclusive Control to the Custodian, the Debtor shall be maintained entitled (i) subject to Section 3.06(b), to give entitlement orders and all other forms of instructions to invest, through the Investment Adviser, where applicable, the Collateral held in the Collateral Accounts solely in cash or categories of securities defined as a “deposit account” (as such term is defined in Section 9-102(a) of Qualified Assets, which upon their acquisition shall constitute the UCC)Collateral, (ii) in such a manner that Lender shall have control subject to Section 4.04, to receive and give entitlement orders and all other forms of instructions with respect to all Distributions (within subject, where applicable, to prior deduction by the meaning Custodian of Section 9-104(a) any fees or expenses owed to Custodian by the Debtor for the provision of the UCC) over the Collection Account its custodial services from time to time), and (iii) such to exercise, or to direct the Custodian to exercise on its behalf, any voting rights attached to any of the Collateral (but only in a manner consistent with the terms of this Agreement); provided that neither the BorrowerDebtor shall not have the authority to (x) terminate or close the Collateral Accounts, Operating Lesseeor (y) sell, nor Manager transfer, exchange, assign, lease or hire out, factor, discount, license, lend, part with its interest in or otherwise dispose of any of the Collateral or permit the same to occur, or agree to do any of the foregoing, without prior written consent of the Secured Part}', except, in each case, as expressly permitted under this Agreement. The Secured Party agrees that (i) until a Relevant Event occurs or unless a Relevant Event would be caused by a proposed substitution of Collateral by the Debtor, it shall have not give entitlement orders, deliver Notice of Exclusive Control or give any right other forms of withdrawal from the Account and, except as provided herein, no Account Collateral shall be released instructions with regard to the BorrowerCollateral Accounts and the financial assets and other Property on deposit therein or credited thereto (other than joint instructions in accordance with this Agreement), Operating Lessee, and (ii) it shall join the Debtor in giving instructions requested by or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form on behalf of the Account Agreement Debtor so long as no Relevant Event then exists or in would be caused by the execution of such other form acceptable to Lender in its sole discretioninstructions. (b) Borrower if at any time the Secured Party delivers a Notice of Exclusive Control to the Custodian, the Debtor agrees that each that, from and after delivery thereof until the written revocation or rescission of such notice by the Holding Account and the Sub-Accounts is and shall be maintained Secured Party, (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral Secured Party shall be released the sole Person to Borrower from the Holding Account or the Sub-Accounts, (iv) in such a manner that the Cash Management Bank shall agree give all entitlement orders and other demands and instructions with respect to treat all property credited to the Holding Account or the Sub-Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to the Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held financial asset credited thereto or carried therein or any other Collateral, (ii) if it has received any Collateral from the Custodian in violation of the terms of the Control Agreement, it shall hold such accounts Collateral in trust for the Secured Party and shall promptly thereafter deliver such Collateral to the Secured Party and (iii) it shall execute and deliver, and use its best efforts to cause the Custodian to execute and deliver, to the Secured Party all proxies and other instruments as the Secured Party may reasonably request for the purpose of enabling the Secured Party to exercise any voting or other consensual rights pertaining to any Collateral. Notice of Exclusive Control shall be periodically added deemed to be revoked or rescinded upon receipt by the principal amount Custodian from the Secured Party of such account and shall be held, disbursed and applied in accordance with the provisions written notice thereof. The Secured Party agrees to deliver a notice of this Agreement and the Account Agreement. Borrower shall be the beneficial owner revocation or rescission upon request of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral AccountsDebtor at any time when no Relevant Event has occurred or is continuing.

Maintenance of Collateral Accounts. (a) Borrower agrees that the Collection Collateral Account is and shall be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a102(a)(29) of the UCC), (ii) in such a manner that Lender (or Lender’s Servicer on behalf of Lender) is the customer (within the meaning of Section 4-104(a)(5) of the UCC) of the Cash Management Bank with respect to the Collateral Account and Lender (or such other Person designated in writing by Lender to Borrower from time to time) shall have control (within the meaning of Section 9-104(a104(a)(2) of the UCC) over the Collection Account Collateral Account, and (iii) such that neither the Borrower, Operating Lessee, nor Manager Borrower shall have any no right of withdrawal from the Collateral Account and, except as provided herein, no Account Collateral shall be released to the Borrower, Operating Lessee, or Manager from the Collection Account. Without limiting the Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Collection Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (b) Borrower agrees that each of the Holding Account and the Sub-Accounts is and shall be maintained (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over the Holding Account and any Sub-Account, (iii) such that neither Borrower, Operating Lessee, nor Manager shall have any right of withdrawal from the Holding Account or the Sub-Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from the Holding Collateral Account. (b) Notwithstanding Section 3.1.3(a)(i) above, Lender (or Lender’s Servicer on behalf of Lender) shall be permitted to cause the Collateral Account or to be maintained as “securities accounts” pursuant to Article 8 of the SubUCC, provided that (i) Lender is the entitlement holder (within the meaning of Section 8-Accounts102(a)(7) of the UCC) with respect to the Collateral Account, (ivii) Lender (or such other Person designated in writing by Lender to Borrower from time to time) shall have control (within the meaning of Section 8-106(d) of the UCC) over such “securities account” and at all times Lender shall have a perfected first priority lien on the Collateral Account, (iii) such account shall be maintained in such a manner that the Cash Management Bank shall agree to treat all property credited to the Holding Collateral Account or the Sub-Accounts as “financial assets” and and, (viv) such that all securities or other property underlying any financial assets credited to the Accounts Collateral Account shall be registered in the name of Cash Management Bank, indorsed endorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any of the Collateral Accounts Account be registered in the name of Borrower, payable to the order of Borrower or specially indorsed endorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Holding Account with a financial institution that has executed an agreement substantially in the form of the Account Agreement or in such other form acceptable to Lender in its sole discretion. (c) The Collateral Accounts shall be Eligible Accounts. The Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Income and interest accruing on the Collateral Accounts or any investments held in such accounts shall be periodically added to the principal amount of such account and shall be held, disbursed and applied in accordance with the provisions of this Agreement and the Account Agreement. Borrower shall be the beneficial owner of the Collateral Accounts for federal income tax purposes and shall report all income on the Collateral Accounts.