Common use of Property Account Clause in Contracts

Property Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and maintain an account (the “Property Account”) with Property Account Bank in trust for the benefit of Mortgage Lender, which Property Account shall be under the sole dominion and control of Mortgage Lender. Except as otherwise expressly set forth in the Mortgage Loan Agreement, Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Property Account and all costs and expenses for establishing and maintaining the Property Account shall be paid by Mortgage Borrower. (b) Borrower shall cause Mortgage Borrower to deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Property Account. Borrower shall cause Mortgage Borrower and Manager to immediately deposit all amounts received by Mortgage Borrower or Manager constituting Rents into the Property Account. (c) Borrower shall cause Mortgage Borrower to obtain from Property Account Bank its agreement to transfer to the Lockbox Account in immediately available funds by federal wire transfer all amounts on deposit in the Property Account once every Business Day during the existence of any Cash Management Period. (d) The Property Account shall be an Eligible Account and shall not be commingled with other monies held by Mortgage Borrower or Property Account Bank. (e) Borrower shall not permit or cause Mortgage Borrower to further pledge, assign or grant any security interest in the Property Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (f) In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Property Account or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain an account that would operate in the same way as the Property Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstanding.

Property Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Baltimore Owner to establish and maintain an account one or more segregated Eligible Accounts (individually, a “Property Account” and collectively the “Property AccountAccounts”) with a Property Account Bank in trust for the benefit of Mortgage Lender, which Property Account Accounts shall be under the sole dominion and control of Mortgage Lender. Except Each Property Account shall be entitled as otherwise expressly set forth in the Mortgage Loan Property Account Agreement. Borrower hereby grants to Lender a first priority security interest in Borrower’s interest in each Property Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a first priority security interest in the Property Accounts, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Provided that no Event of Default has occurred and is continuing, at any time that is prior to a Cash Sweep Event or after a Cash Sweep Cure (a “Cash Sweep Period”), Mortgage Lender and its servicer Borrower shall have the sole right to make withdrawals from each Property Account, including, without limitation, the right to sweep the account on a daily basis. Upon the occurrence of a Cash Sweep Event (but prior to a Cash Sweep Cure) or during the continuance of an Event of Default, Mortgage Lender shall provide notice of such occurrence to the Property Account Bank, and, thereafter Mortgage Lender and all Mortgage Servicer shall have the sole right to make withdrawals from each Property Account in accordance with the Mortgage Loan Agreement and the other Mortgage Loan Documents. All costs and expenses for establishing and maintaining the Property Account Accounts shall be paid by Mortgage Borrower. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, all monies now or hereafter deposited into the Property Accounts shall be deemed additional security for the Debt. (b) Borrower shall, or shall cause Mortgage Borrower and Baltimore Owner to, or shall cause Mortgage Borrower and Baltimore Owner to cause Manager to (i) deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks with which Mortgage Borrower, Baltimore Owner or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to an Individual Property directly to the applicable Property Account. Borrower shall, or shall cause Mortgage Borrower to deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to cause Manager and any Affiliates of Wyndham at the Property Account. Borrower shall cause Mortgage Borrower and Manager to immediately Minority Interest Properties to, deposit all amounts received by Mortgage Borrower or Manager constituting Rents into the a Property AccountAccount within one (1) Business Day of receipt thereof. (c) Borrower shall cause Mortgage Borrower to obtain from each Property Account Bank its agreement to that, upon written notice from Mortgage Lender of the occurrence of a Cash Sweep Event or an Event of Default, the Property Account Bank shall transfer to the Lockbox Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Property Account once every Business Day during until such time as Property Account Bank receives written notice from Mortgage Lender of the existence occurrence of any a Cash Sweep Cure or the withdrawal of the related notice of an Event of Default. Such agreement from the Property Account Bank shall contain an agreement that the transfers to the Cash Management PeriodAccount from the Property Accounts related to each of the Minority Interest Properties shall each be separate from the transfers to the Cash Management Account for every other Individual Property and shall be separately identifiable upon transfer to the Cash Management Account. Bank fees, returned checks and credit card charge-backs may be debited and paid from the Property Account. All funds on deposit in the Cash Management Account shall be applied by Mortgage Lender in accordance with the Cash Management Agreement. (d) The Property Account Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums received by Lender under or pursuant to the Cash Management Agreement to the payment of the Debt in any order or priority in its sole discretion; provided, however, Lender agrees that any sums it receives which are associated with a Minority Interest Borrower shall only be an Eligible Account and shall not be commingled with other monies held by Mortgage Borrower or Property Account Bankapplied to the Minority Interest Debt applicable to such Minority Interest Borrower. (e) Borrower shall not cause or permit or cause Mortgage Borrower and Baltimore Owner to further pledge, assign or grant any security interest in the Property Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. Borrower shall not cause or permit Senior Mezzanine Borrower to further pledge, assign or grant any security interest in the Senior Mezzanine Debt Service Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming the Senior Mezzanine Lender as the secured party, to be filed with respect thereto. Borrower shall not further pledge, assign or grant any security interest in the Mezzanine B Debt Service Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming the Lender as the secured party, to be filed with respect thereto. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with a Property Account and/or the applicable Property Account Agreement or the performance of the obligations for which such Property Account was established (unless arising from the bad faith, fraud, illegal acts, gross negligence or willful misconduct of Lender or Mortgage Lender). (g) In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain that a Minority Interest Property becomes a Non-Minority Interest Property, any amount then on deposit in the Property Account or the Mortgage Loan has been repaid in full, Lender Accounts attributable to such Individual Property shall have the right no longer be segregated and shall thereafter be deemed to require Borrower constitute funds attributable to establish and maintain an account that would operate in the same way as the Property Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandinga Non-Minority Interest Property.

Property Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and maintain an account one or more segregated Eligible Accounts (individually, a “Property Account” and collectively, the “Property AccountAccounts”) with a Property Account Bank in trust for the benefit of Mortgage Lender, which Property Account Accounts shall be under the sole dominion and control of Mortgage Lender. Except as otherwise expressly set forth Each Property Account shall be entitled “[Name of the applicable Individual Borrower or Baltimore Owner] - JPMorgan Chase Bank, N.A./Bear Xxxxxxx Commercial Mortgage, Inc. - Property Account.” Borrower and Baltimore Owner hereby grants to Lender a first priority security interest in each Property Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mortgage Loan AgreementProperty Account, Mortgage including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Provided that no Event of Default has occurred and is continuing, at any time that is prior to a Cash Sweep Event or after a Cash Sweep Cure, Borrower shall have the sole right to make withdrawals from each Property Account, including, without limitation, the right to sweep the account on a daily basis. Upon the occurrence of a Cash Sweep Event (but prior to a Cash Sweep Cure) or during the continuance of an Event of Default, Lender shall provide notice of such occurrence to the Property Account Bank and thereafter Lender and its servicer Servicer shall have the sole right to make withdrawals from the Property Account in accordance with this Agreement and all the other Loan Documents. All costs and expenses for establishing and maintaining the Property Account Accounts shall be paid by Mortgage Borrower. All monies now or hereafter deposited into the Property Accounts shall be deemed additional security for the Debt. (b) Borrower shall, or shall cause Mortgage Borrower to Manager to, deliver irrevocable written instructions to all tenants under Leases each of the credit card companies or credit card clearing banks with which Borrower or Manager has entered into merchant’s agreements to deliver all Rents receipts payable thereunder with respect to an Individual Property directly to the applicable Property Account. Borrower shall, and shall cause Mortgage Borrower Manager and Manager to immediately any Affiliates of Wyndham at the Minority Interest Properties to, deposit all amounts received by Mortgage Borrower or Manager constituting Rents into the a Property AccountAccount within one (1) Business Day after receipt thereof. (c) Borrower shall cause Mortgage Borrower to obtain from each Property Account Bank its agreement to that, upon written notice from Lender of the occurrence of a Cash Sweep Event or an Event of Default, the Property Account Bank shall transfer to the Lockbox Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Property Account once every Business Day during until such time as Property Account Bank receives written notice from Lender of the existence occurrence of any a Cash Sweep Cure or the withdrawal of the related notice of an Event of Default. Such agreement from the Property Account Bank shall contain an agreement that the transfers to the Cash Management PeriodAccount from the Property Accounts related to each of the Minority Interest Properties shall each be separate from the transfers to the Cash Management Account for every other Individual Property and shall be separately identifiable upon transfer to the Cash Management Account. Bank fees, returned checks and credit card charge-backs may be debited and paid from the Property Account. (d) The Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Property Account Accounts to the payment of the Debt in any order or priority in its sole discretion; provided, however, Lender agrees that any sums in Property Accounts associated with a Minority Interest Property shall only be an Eligible Account and shall not be commingled with other monies held by Mortgage Borrower or Property Account Bankapplied to the Minority Interest Debt applicable to such Minority Interest Property. (e) Borrower and Baltimore Owner shall not permit or cause Mortgage Borrower to further pledge, assign or grant any security interest in the Property Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with a Property Account and/or the applicable Property Account Agreement or the performance of the obligations for which such Property Account was established (unless arising from the bad faith, fraud, illegal acts, gross negligence or willful misconduct of Lender). (g) In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain that a Minority Interest Property becomes a Non-Minority Property, any amount then on deposit in the Property Account or the Mortgage Loan has been repaid in full, Lender Accounts attributable to such Individual Property shall have the right no longer be segregated and shall thereafter be deemed to require Borrower constitute funds attributable to establish and maintain an account that would operate in the same way as the Property Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandinga Non-Minority Property.

Property Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Baltimore Owner to establish and maintain an account one or more segregated Eligible Accounts (individually, a “Property Account” and collectively the “Property AccountAccounts”) with a Property Account Bank in trust for the benefit of Mortgage Lender, which Property Account Accounts shall be under the sole dominion and control of Mortgage Lender. Except Each Property Account shall be entitled as otherwise expressly set forth in the Mortgage Loan Property Account Agreement. Borrower hereby grants to Lender a first priority security interest in Borrower’s interest in each Property Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a first priority security interest in the Property Accounts, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Provided that no Event of Default has occurred and is continuing, at any time that is prior to a Cash Sweep Event or after a Cash Sweep Cure (a “Cash Sweep Period”), Mortgage Lender and its servicer Borrower shall have the sole right to make withdrawals from each Property Account, including, without limitation, the right to sweep the account on a daily basis. Upon the occurrence of a Cash Sweep Event (but prior to a Cash Sweep Cure) or during the continuance of an Event of Default, Mortgage Lender shall provide notice of such occurrence to the Property Account Bank, and, thereafter Mortgage Lender and all Mortgage Servicer shall have the sole right to make withdrawals from each Property Account in accordance with the Mortgage Loan Agreement and the other Mortgage Loan Documents. All costs and expenses for establishing and maintaining the Property Account Accounts shall be paid by Mortgage Borrower. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, all monies now or hereafter deposited into the Property Accounts shall be deemed additional security for the Debt. (b) Borrower shall, or shall cause Mortgage Borrower and Baltimore Owner to, or shall cause Mortgage Borrower and Baltimore Owner to cause Manager to (i) deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks with which Mortgage Borrower, Baltimore Owner or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to an Individual Property directly to the applicable Property Account. Borrower shall, or shall cause Mortgage Borrower to deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to cause Manager and any Affiliates of Wyndham at the Property Account. Borrower shall cause Mortgage Borrower and Manager to immediately Minority Interest Properties to, deposit all amounts received by Mortgage Borrower or Manager constituting Rents into the a Property AccountAccount within one (1) Business Day of receipt thereof. (c) Borrower shall cause Mortgage Borrower to obtain from each Property Account Bank its agreement to that, upon written notice from Mortgage Lender of the occurrence of a Cash Sweep Event or an Event of Default, the Property Account Bank shall transfer to the Lockbox Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Property Account once every Business Day during until such time as Property Account Bank receives written notice from Mortgage Lender of the existence occurrence of any a Cash Sweep Cure or the withdrawal of the related notice of an Event of Default. Such agreement from the Property Account Bank shall contain an agreement that the transfers to the Cash Management PeriodAccount from the Property Accounts related to each of the Minority Interest Properties shall each be separate from the transfers to the Cash Management Account for every other Individual Property and shall be separately identifiable upon transfer to the Cash Management Account. Bank fees, returned checks and credit card charge-backs may be debited and paid from the Property Account. All funds on deposit in the Cash Management Account shall be applied by Mortgage Lender in accordance with the Cash Management Agreement. (d) The Property Account Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums received by Lender under or pursuant to the Cash Management Agreement to the payment of the Debt in any order or priority in its sole discretion; provided, however, Lender agrees that any sums it receives which are associated with a Minority Interest Borrower shall only be an Eligible Account and shall not be commingled with other monies held by Mortgage Borrower or Property Account Bankapplied to the Minority Interest Debt applicable to such Minority Interest Borrower. (e) Borrower shall not cause or permit or cause Mortgage Borrower and Baltimore Owner to further pledge, assign or grant any security interest in the Property Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. Borrower shall not further pledge, assign or grant any security interest in the Mezzanine A Debt Service Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-a Financing Statements, except those naming the Lender as the secured party, to be filed with respect thereto. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with a Property Account and/or the applicable Property Account Agreement or the performance of the obligations for which such Property Account was established (unless arising from the bad faith, fraud, illegal acts, gross negligence or willful misconduct of Lender or Mortgage Lender). (g) In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain that a Minority Interest Property becomes a Non-Minority Interest Property, any amount then on deposit in the Property Account or the Mortgage Loan has been repaid in full, Lender Accounts attributable to such Individual Property shall have the right no longer be segregated and shall thereafter be deemed to require Borrower constitute funds attributable to establish and maintain an account that would operate in the same way as the Property Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandinga Non-Minority Interest Property.

Property Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and maintain an account a segregated Eligible Account (the “Property Account”) with the Property Account Bank maintained under Borrower’s control and direction during any period other than while a Sweep Event continues. Borrower (i) hereby grants to Lender a first priority security interest in trust for the benefit of Mortgage Lender, which Property Account shall be under and all deposits at any time contained therein and the sole dominion proceeds thereof, and control (ii) following and during any Sweep Event will take all actions necessary to maintain in favor of Mortgage Lender. Except as otherwise expressly set forth Lender a perfected first priority security interest in the Mortgage Loan AgreementProperty Account, Mortgage including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Property Account and will notify Lender and its servicer of the account number thereof. Other than during a Sweep Event, Borrower shall have the sole right to make withdrawals from the Property Account and all reasonable costs and expenses for establishing and maintaining the Property Account shall be paid by Mortgage Borrower. Upon the occurrence and continuation of a Sweep Event, Lender shall have sole dominion and control over the Property Account and Borrower may not withdraw funds from the Property Account. (b) Borrower shall, or shall cause Mortgage Borrower to deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Property Account. Borrower shall cause Mortgage Borrower and Manager to immediately to, deposit all amounts received by Mortgage Borrower or Manager constituting Rents into the Property Account within one (1) Business Day after receipt thereof, provided, however, Borrower may retain, for its business operations at all times a sum not to exceed Thirty-Five Thousand and 00/100 ($35,000.00) in the aggregate in the Operating Account (as defined in the Cash Management Agreement) and at the Property. In addition, on or before the Closing Date, Borrower shall, or shall cause Manager to, deliver irrevocable written instructions (each a “Payment Direction Letter”) to each of the credit card companies or credit card clearing banks with which Borrower or Manager has entered into merchant’s agreements and to each account debtor of Borrower to deliver all Rents payable with respect to the Property directly to the Property Account. (c) Borrower During any Sweep Event, the Property Account shall cause Mortgage Borrower be maintained under Lender’s sole control, dominion and direction. Pursuant to obtain from the terms of the Property Account Agreement, Property Account Bank its agreement to shall transfer to the Lockbox Account Cash Management Account, in immediately available funds by federal wire transfer all amounts on deposit in the Property Account once every each Business Day during the existence of any Cash Management Perioda period that a Sweep Event exists. (d) The Property Account Upon request of Lender, Borrower shall deliver to Lender such evidence as Lender may reasonably request to evidence that Borrower is complying with the provisions of Section 2.6.1. Without the prior written consent of Lender (not to be an Eligible Account and unreasonably withheld or delayed), neither Borrower nor its agents (including, without limitation, Manager) or Affiliates shall not be commingled with (i) terminate, amend, revoke or modify any Payment Direction Letter in any manner or (ii) direct or cause any credit card company, credit card clearing bank or account debtor to pay any amount in any manner other monies held by Mortgage Borrower or Property Account Bankthan as provided specifically in the related Payment Direction Letter. (e) There are no accounts, other than the Property Account, maintained by Borrower or Manager or any other Person into which Rents from the Property are initially deposited. So long as the Debt shall be outstanding, Borrower shall not and shall not permit or cause Mortgage Borrower any Person (other than Lender) to further pledge, assign or grant open any security interest other such account for the initial deposit of Rents from the Property prior to the deposit of such Rents in the Property Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretoAccount. (f) In Borrower shall cause all payments made under the event Mortgage Lender waives Interest Rate Cap Agreement or any Replacement Interest Rate Cap Agreement with respect to the requirement of Mortgage Borrower Loan to maintain the Property Account or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain an account that would operate in the same way as be deposited into the Property Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstanding.

Property Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and maintain an account a segregated Eligible Account (the “Property Account”) with the Property Account Bank maintained under Borrower’s control and direction during any period other than while a Sweep Event continues. Borrower (i) hereby grants to Lender a first priority security interest in trust for the benefit of Mortgage Lender, which Property Account shall be under and all deposits at any time contained therein and the sole dominion proceeds thereof, and control (ii) following and during any Sweep Event will take all actions necessary to maintain in favor of Mortgage Lender. Except as otherwise expressly set forth Lender a perfected first priority security interest in the Mortgage Loan AgreementProperty Account, Mortgage including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Property Account and will notify Lender and its servicer of the account number thereof. Other than during a Sweep Event, Borrower shall have the sole right to make withdrawals from the Property Account and all reasonable costs and expenses for establishing and maintaining the Property Account shall be paid by Mortgage Borrower. Upon the occurrence and continuation of a Sweep Event, Lender shall have sole dominion and control over the Property Account and Borrower may not withdraw funds from the Property Account. (b) Borrower shall, or shall cause Mortgage Borrower to deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Property Account. Borrower shall cause Mortgage Borrower and Manager to immediately to, deposit all amounts received by Mortgage Borrower or Manager constituting Rents into the Property Account within one (1) Business Day after receipt thereof, provided, however, Borrower may retain, for its business operations at all times a sum not to exceed Twenty-Five Thousand and 00/100 ($25,000.00) in the aggregate in the Operating Account (as defined in the Cash Management Agreement) and at the Property. In addition, on or before the Closing Date, Borrower shall, or shall cause Manager to, deliver irrevocable written instructions (each a “Payment Direction Letter”) to each of the credit card companies or credit card clearing banks with which Borrower or Manager has entered into merchant’s agreements and to each account debtor of Borrower to deliver all Rents payable with respect to the Property directly to the Property Account. (c) Borrower During any Sweep Event, the Property Account shall cause Mortgage Borrower be maintained under Lender’s sole control, dominion and direction. Pursuant to obtain from the terms of the Property Account Agreement, Property Account Bank its agreement to shall transfer to the Lockbox Account Cash Management Account, in immediately available funds by federal wire transfer all amounts on deposit in the Property Account once every each Business Day during the existence of any Cash Management Perioda period that a Sweep Event exists. (d) The Property Account Upon request of Lender, Borrower shall deliver to Lender such evidence as Lender may reasonably request to evidence that Borrower is complying with the provisions of Section 2.6.1. Without the prior written consent of Lender (not to be an Eligible Account and unreasonably withheld or delayed), neither Borrower nor its agents (including, without limitation, Manager) or Affiliates shall not be commingled with (i) terminate, amend, revoke or modify any Payment Direction Letter in any manner or (ii) direct or cause any credit card company, credit card clearing bank or account debtor to pay any amount in any manner other monies held by Mortgage Borrower or Property Account Bankthan as provided specifically in the related Payment Direction Letter. (e) There are no accounts, other than the Property Account, maintained by Borrower or Manager or any other Person into which Rents from the Property are initially deposited. So long as the Debt shall be outstanding, Borrower shall not and shall not permit or cause Mortgage Borrower any Person (other than Lender) to further pledge, assign or grant open any security interest other such account for the initial deposit of Rents from the Property prior to the deposit of such Rents in the Property Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretoAccount. (f) In Borrower shall cause all payments made under the event Mortgage Lender waives Interest Rate Cap Agreement or any Replacement Interest Rate Cap Agreement with respect to the requirement of Mortgage Borrower Loan to maintain the Property Account or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain an account that would operate in the same way as be deposited into the Property Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstanding.

Property Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and maintain an account a segregated Eligible Account (the “Property Account”) with the Property Account Bank maintained under Borrower’s control and direction during any period other than while a Sweep Event continues. Borrower (i) hereby grants to Lender a first priority security interest in trust for the benefit of Mortgage Lender, which Property Account shall be under and all deposits at any time contained therein and the sole dominion proceeds thereof, and control (ii) following and during any Sweep Event will take all actions necessary to maintain in favor of Mortgage Lender. Except as otherwise expressly set forth Lender a perfected first priority security interest in the Mortgage Loan AgreementProperty Account, Mortgage including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Property Account and will notify Lender and its servicer of the account number thereof. Other than during a Sweep Event, Borrower shall have the sole right to make withdrawals from the Property Account and all reasonable costs and expenses for establishing and maintaining the Property Account shall be paid by Mortgage Borrower. Upon the occurrence and continuation of a Sweep Event, Lender shall have sole dominion and control over the Property Account and Borrower may not withdraw funds from the Property Account. (b) Borrower shall, or shall cause Mortgage Borrower to deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Property Account. Borrower shall cause Mortgage Borrower and Manager to immediately to, deposit all amounts received by Mortgage Borrower or Manager constituting Rents into the Property Account within one (1) Business Day after receipt thereof, provided, however, Borrower may retain, for its business operations at all times a sum not to exceed Twenty-Five Thousand and 00/100 ($25,000.00) in the aggregate in the Operating Account (as defined in the Cash Management Agreement) and at the Property. In addition, on or before the Closing Date, Borrower shall, or shall cause Manager to, deliver irrevocable written instructions (each a “Payment Direction Letter”) to each of the credit card companies or credit card clearing banks with which Borrower or Manager has entered into merchant’s agreements and to each account debtor of Borrower to deliver all Rents payable with respect to the Property directly to the Property Account. (c) Borrower During any Sweep Event, the Property Account shall cause Mortgage Borrower be maintained under Lender’s sole control, dominion and direction. Pursuant to obtain from the terms of the Property Account Agreement, Property Account Bank its agreement to shall transfer to the Lockbox Account Cash Management Account, in immediately available funds by federal wire transfer all amounts on deposit in the Property Account once every each Business Day during the existence of any Cash Management Perioda period that a Sweep Event exists. (d) The Property Account Upon request of Lender, Borrower shall deliver to Lender such evidence as Lender may reasonably request to evidence that Borrower is complying with the provisions of Section 2.6.1. Without the prior written consent of Lender (not to be an Eligible Account and unreasonably withheld or delayed), neither Borrower nor its agents (including, without limitation, Manager) or Affiliates shall not be commingled with (i) terminate, amend, revoke or modify any Payment Direction Letter in any manner or (ii) direct or cause any credit card company, credit card clearing bank or account debtor to pay any amount in any manner other monies held by Mortgage Borrower or Property Account Bankthan as provided specifically in the related Payment Direction Letter. (e) Borrower shall not permit or cause Mortgage Borrower to further pledgeThere are no accounts, assign or grant any security interest in the Property Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (f) In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Property Account or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain an account that would operate in the same way as other than the Property Account, provided that Lender has obtained written consent maintained by Borrower or Manager or any other Person into which Rents from the Mortgage Lender in the event the Mortgage Loan is still outstanding.Property are initially

Property Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Baltimore Owner to establish and maintain an account one or more segregated Eligible Accounts (individually, a “Property Account” and collectively the “Property AccountAccounts”) with a Property Account Bank in trust for the benefit of Mortgage Lender, which Property Account Accounts shall be under the sole dominion and control of Mortgage Lender. Except Each Property Account shall be entitled as otherwise expressly set forth in the Mortgage Loan Property Account Agreement. Borrower hereby grants to Lender a first priority security interest in Borrower’s interest in each Property Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a first priority security interest in the Property Accounts, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Provided that no Event of Default has occurred and is continuing, at any time that is prior to a Cash Sweep Event or after a Cash Sweep Cure (a “Cash Sweep Period”), Mortgage Lender and its servicer Borrower shall have the sole right to make withdrawals from each Property Account, including, without limitation, the right to sweep the account on a daily basis. Upon the occurrence of a Cash Sweep Event (but prior to a Cash Sweep Cure) or during the continuance of an Event of Default, Mortgage Lender shall provide notice of such occurrence to the Property Account Bank, and, thereafter Mortgage Lender and all Mortgage Servicer shall have the sole right to make withdrawals from each Property Account in accordance with the Mortgage Loan Agreement and the other Mortgage Loan Documents. All costs and expenses for establishing and maintaining the Property Account Accounts shall be paid by Mortgage Borrower. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, all monies now or hereafter deposited into the Property Accounts shall be deemed additional security for the Debt. (b) Borrower shall, or shall cause Mortgage Borrower and Baltimore Owner to, or shall cause Mortgage Borrower and Baltimore Owner to cause Manager to (i) deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks with which Mortgage Borrower, Baltimore Owner or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to an Individual Property directly to the applicable Property Account. Borrower shall, or shall cause Mortgage Borrower to deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to cause Manager and any Affiliates of Wyndham at the Property Account. Borrower shall cause Mortgage Borrower and Manager to immediately Minority Interest Properties to, deposit all amounts received by Mortgage Borrower or Manager constituting Rents into the a Property AccountAccount within one (1) Business Day of receipt thereof. (c) Borrower shall cause Mortgage Borrower to obtain from each Property Account Bank its agreement to that, upon written notice from Mortgage Lender of the occurrence of a Cash Sweep Event or an Event of Default, the Property Account Bank shall transfer to the Lockbox Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Property Account once every Business Day during until such time as Property Account Bank receives written notice from Mortgage Lender of the existence occurrence of any a Cash Sweep Cure or the withdrawal of the related notice of an Event of Default. Such agreement from the Property Account Bank shall contain an agreement that the transfers to the Cash Management PeriodAccount from the Property Accounts related to each of the Minority Interest Properties shall each be separate from the transfers to the Cash Management Account for every other Individual Property and shall be separately identifiable upon transfer to the Cash Management Account. Bank fees, returned checks and credit card charge-backs may be debited and paid from the Property Account. All funds on deposit in the Cash Management Account shall be applied by Mortgage Lender in accordance with the Cash Management Agreement. (d) The Property Account Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums received by Lender under or pursuant to the Cash Management Agreement to the payment of the Debt in any order or priority in its sole discretion; provided, however, Lender agrees that any sums it receives which are associated with a Minority Interest Borrower shall only be an Eligible Account and shall not be commingled with other monies held by Mortgage Borrower or Property Account Bankapplied to the Minority Interest Debt applicable to such Minority Interest Borrower. (e) Borrower shall not cause or permit or cause Mortgage Borrower and Baltimore Owner to further pledge, assign or grant any security interest in the Property Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. Borrower shall not cause or permit any Senior Mezzanine Borrower to further pledge, assign or grant any security interest in the Senior Mezzanine Debt Service Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming the applicable Senior Mezzanine Lender as the secured party, to be filed with respect thereto. Borrower shall not further pledge, assign or grant any security interest in the Mezzanine C Debt Service Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming the Lender as the secured party, to be filed with respect thereto. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with a Property Account and/or the applicable Property Account Agreement or the performance of the obligations for which such Property Account was established (unless arising from the bad faith, fraud, illegal acts, gross negligence or willful misconduct of Lender or Mortgage Lender). (g) In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain that a Minority Interest Property becomes a Non-Minority Interest Property, any amount then on deposit in the Property Account or the Mortgage Loan has been repaid in full, Lender Accounts attributable to such Individual Property shall have the right no longer be segregated and shall thereafter be deemed to require Borrower constitute funds attributable to establish and maintain an account that would operate in the same way as the Property Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandinga Non-Minority Interest Property.