Common use of Security Interest in Reserves Clause in Contracts

Security Interest in Reserves. As additional security for the payment and performance by Borrower of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges and grants to Lender a security interest in, (i) the Reserves, (ii) the accounts into which the Reserves have been deposited, (iii) all insurance on said accounts, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter held therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), and (ix) all proceeds of the foregoing. Borrower hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s name and hereby acknowledges and agrees that Lender shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender herein may be delivered by Lender at any time to the financial institution in which the Reserves have been established, and Lender shall have possession of all passbooks or other evidences of such accounts. Borrower hereby assumes all risk of loss with respect to amounts on deposit in the Reserves. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part of such respective Reserve. Borrower hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s direction and is not the exercise by Lender of any right of set-off or other remedy upon a default or an Event of Default. Borrower hereby waives all right to withdraw funds from the Reserves except as provided for in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s discretion, may either be held in a separate account or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds in the Reserves shall be turned over to the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminate.

Security Interest in Reserves. (a) As additional security for the payment and performance by Borrower Mortgagor of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower Mortgagor hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto. Mortgagee, and hereby grants to Lender Mortgagee a security interest inin all sums on deposit or due under this Mortgage and the other Loan Documents including, without limitation, (i) the Impound Account, the TILC Reserve, and, to the extent set forth on Exhibit C attached hereto, any Repair and Remediation Reserve, and any other reserve set forth on Exhibit C attached hereto (collectively, the "Reserves"), (ii) the accounts into which the Reserves have been deposited, (iii) all insurance on said accounts, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) ). all sums now or hereafter held therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), and (ix) all proceeds of the foregoing. Borrower Mortgagor hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s Mortgagee's name or the name of any entity servicing the Note for Mortgagee and hereby acknowledges and agrees that Lender Mortgagee, or at Mortgagee's election, such servicing agent, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender Mortgagee herein may be delivered by Lender Mortgagee at any time to the financial institution in which wherein the Reserves have been established, and Lender Mortgagee, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Borrower Mortgagor hereby assumes holds Mortgagee harmless with respect to all risk of loss with respect to regarding amounts on deposit in the Reserves, except to the extent that any such loss is caused by the gross negligence or intentional misconduct of Mortgagee. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part of such respective Reserve. Borrower Mortgagor hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s Mortgagor's direction and is not the exercise by Lender Mortgagee of any right of set-set off or other remedy upon a default. If a default shall occur hereunder or an Event under any other of Default. Borrower hereby waives the Loan Documents which is not cured within any applicable grace or cure period, then, for so long as such default is continuing, Mortgagee may, without notice or demand on Mortgagor, at its option: (A) withdraw any or all right to withdraw of the funds from (including, without limitation, interest) then remaining in the Reserves except and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including, but not limited to, attorneys fees, costs and expenses) to the indebtedness evidenced by the Note or any other obligations of Mortgagor under the other Loan Documents in such manner or as provided for Mortgagee shall deem appropriate in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s its sole discretion, may either and the excess, if any, shall be held paid to Mortgagor, (B) exercise any and all rights and remedies of a secured party under any applicable Uniform Commercial Code, or (C) exercise any other remedies available at law or in a separate account equity. No such use or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment application of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to the assignee and cure any responsibility Event of Lender, as assignor, with respect thereto shall terminateDefault hereunder.

Security Interest in Reserves. (a) As additional security for the payment and performance by Borrower of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Lender a security interest in, (i) in the Reserves, including (iii) the accounts into which the Reserves have been deposited, ; (iiiii) all insurance on said accounts, ; (iviii) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, ; (viv) all sums now or hereafter held therein or represented thereby, ; (viv) all replacements, substitutions or proceeds thereof, ; (viivi) all instruments and documents now or hereafter evidencing the Reserves or such accounts, ; (viiivii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), ; and (ixviii) all proceeds of the foregoing. Borrower hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s 's name or the name of any entity servicing the Note for Lender and hereby acknowledges and agrees that Lender Lender, or at Lender's election, such servicing entity, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender herein may be delivered by Lender at any time to the financial institution in which wherein the Reserves have been established, and Lender Lender, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Borrower hereby assumes all risk of loss with respect to amounts on deposit in the Reserves. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part of such respective ReserveBORROWER HEREBY INDEMNIFIES AND HOLDS LENDER HARMLESS WITH RESPECT TO ALL RISK OF LOSS REGARDING AMOUNTS ON DEPOSIT IN THE RESERVES, EXCEPT TO THE EXTENT THAT ANY SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LENDER. Borrower hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as expressly set forth herein is at Borrower’s 's direction and is not the exercise by Lender of any right of set-off or other remedy upon a default or Default. Upon an Event of Default. Borrower hereby waives , Lender may, without notice or demand on Borrower, at its option: (1) withdraw any or all right to withdraw of the funds from (including interest) then remaining in the Reserves except and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including attorneys' fees, costs and expenses) to the Indebtedness or Obligations under the other Loan Documents in such manner as provided for Lender shall deem appropriate in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s its sole discretion, may either and the excess, if any, shall be held paid to Borrower, (2) exercise any and all rights and remedies of a secured party under the Code, or (3) exercise any other remedies available at law or in a separate account equity. No such use or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment application of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to cure any Default hereunder or under the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminateother Loan Documents.

Security Interest in Reserves. (a) As additional security for the payment and performance by Borrower of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Lender a security interest in, (i) in the Reserves, including (iii) the accounts into which the Reserves have been deposited, ; (iiiii) all insurance on said accounts, ; (iviii) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, ; (viv) all sums now or hereafter held therein or represented thereby, ; (viv) all replacements, substitutions or proceeds thereof, ; (viivi) all instruments and documents now or hereafter evidencing the Reserves or such accounts, ; (viiivii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), ; and (ixviii) all proceeds of the foregoing. Borrower hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s 's name or the name of any entity servicing the Note for Lender and hereby acknowledges and agrees that Lender Lender, or at Lender's election, such servicing entity, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender herein may be delivered by Lender at any time to the financial institution in which the Reserves have been establishedBORROWER HEREBY INDEMNIFIES AND HOLDS LENDER HARMLESS WITH RESPECT TO ALL RISK OF LOSS REGARDING AMOUNTS ON DEPOSIT IN THE RESERVES, and Lender shall have possession of all passbooks or other evidences of such accounts. Borrower hereby assumes all risk of loss with respect to amounts on deposit in the Reserves. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part of such respective ReserveEXCEPT TO THE EXTENT THAT ANY SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LENDER. Borrower hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s 's direction and is not the exercise by Lender of any right of set-off set‑off or other remedy upon a default Default or an Event of Default. Borrower hereby waives Upon an Event of Default, Lender may, without notice or demand on Borrower, at its option: (1) withdraw any or all right to withdraw of the funds from (including interest) then remaining in the Reserves except and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including attorneys' fees, costs and expenses) to the Indebtedness or Obligations under the other Loan Documents in such manner as provided for Lender shall deem appropriate in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s its sole discretion, may either and the excess, if any, shall be held paid to Borrower, (2) exercise any and all rights and remedies of a secured party under the Code, or (3) exercise any other remedies available at law or in a separate account equity. No such use or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment application of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to cure any Default or Event of Default hereunder or under the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminateother Loan Documents.

Security Interest in Reserves. (a) As additional security for the payment and performance by Borrower of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Lender a security interest inin all sums on deposit under this Agreement, the Lien Instrument and the other Loan Documents (collectively, the “Reserves”) including, without limitation, (i) the ReservesImpositions Reserve, (ii) the Tenant Improvements/Leasing Commissions amounts; (iii) the accounts into which the Reserves have been deposited, (iiiiv) all insurance on said accounts, (ivv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (vvi) all sums now or hereafter held therein or represented thereby, (vivii) all replacements, substitutions or proceeds thereof, (viiviii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viiiix) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), and (ixx) all proceeds of the foregoing. Borrower hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s name or the name of any entity servicing the Note for Lender and hereby acknowledges and agrees that Lender Lender, or at Lender’s election, such servicing agent, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender herein may be delivered by Lender at any time to the financial institution in which wherein the Reserves have been established, and Lender Lender, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Borrower hereby assumes holds Lender harmless with respect to all risk of loss with respect to regarding amounts on deposit in the Reserves. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part , except to the extent that any such loss is caused by the gross negligence or intentional misconduct of such respective ReserveLender. Borrower hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s direction and is not the exercise by Lender of any right of set-off or other remedy upon a default. If a default shall occur hereunder or an Event under any other of Default. Borrower hereby waives the Loan Documents which is not cured within any applicable grace or cure period, then Lender may, without notice or demand on Borrower, at its option: (A) withdraw any or all right to withdraw of the funds from (including, without limitation, interest) then remaining in the Reserves except and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including, but not limited to, attorneys’ fees, costs and expenses) to the indebtedness evidenced by the Note or any other obligations of Borrower under the other Loan Documents in such manner as provided for Lender shall deem appropriate in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s its sole discretion, may either and the excess, if any, shall be held in a separate account or be commingled by paid to Borrower, provided that Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond shall not apply any such sums to the payment of principal unless it has accelerated the respective items for which they are held following receipt Loan, (B) exercise any and all rights and remedies of billsa secured party under the Code, invoices or statements therefor (C) exercise any other remedies available at law or in accordance with equity. No such use or application of the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to cure any default hereunder or under the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminateother Loan Documents.

Security Interest in Reserves. (a) As additional security for the payment and performance by Borrower Grantor of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower Grantor hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Beneficiary, and hereby grants to Lender Beneficiary a security interest inin all sums on deposit or due under this Deed of Trust and the other Loan Documents including, without limitation, (i) i)the Impound Account, the TILC Reserve and any other reserve, if any, set forth on Exhibit C attached hereto and made a part hereof (collectively, the “Reserves”), (ii) the accounts into which the Reserves have been deposited, (iii) all insurance on said accounts, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter held therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), and (ix) all proceeds of the foregoing. Borrower Grantor hereby authorizes and consents to the account into which the Reserves have been deposited being held in LenderBeneficiary’s name or the name of any entity servicing the Note for Beneficiary and hereby acknowledges and agrees that Lender Beneficiary, or at Beneficiary’s election, such servicing agent, shall have exclusive control over said account, subject to the terms and conditions of Section 1.6, Section 1.7 and Exhibit C of this Deed of Trust and any other applicable provisions herein. Notice of the assignment and security interest granted to Lender Beneficiary herein may be delivered by Lender Beneficiary at any time to the financial institution in which wherein the Reserves have been established, and Lender Beneficiary, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Borrower Grantor hereby assumes holds Beneficiary harmless with respect to all risk of loss with respect to regarding amounts on deposit in the Reserves, except to the extent that any such loss is caused by the gross negligence or intentional misconduct of Beneficiary. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part of such respective Reserve. Borrower Grantor hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at BorrowerGrantor’s direction and is not the exercise by Lender Beneficiary of any right of set-off or other remedy upon a default. If a default shall occur hereunder or an Event under any other of Default. Borrower hereby waives the Loan Documents which is not cured within any applicable grace or cure period, then Beneficiary may, without notice or demand on Grantor, at its option: (A) withdraw any or all right to withdraw of the funds from (including, without limitation, interest) then remaining in the Reserves except and apply the same, after deducting all reasonable costs and expenses of safekeeping, collection and delivery (including, but not limited to, reasonable attorneys’ fees, costs and expenses) to the indebtedness evidenced by the Note or any other obligations of Grantor under the other Loan Documents in such manner as provided for permitted under the Loan Documents, and the excess, if any, shall be paid to Grantor, (B) exercise any and all rights and remedies of a secured party under any applicable Uniform Commercial Code, or (C) exercise any other remedies available at law or in this Loan Agreementequity. The Reserves shall not, unless otherwise explicitly required by applicable law, be No such use or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s discretion, may either be held in a separate account or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment application of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to cure any default hereunder or under the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminateother Loan Documents.

Security Interest in Reserves. i) As additional security for the payment and performance by Borrower Grantor of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower Grantor hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Beneficiary, and hereby grants to Lender Beneficiary a security interest inin all sums on deposit or due under this Security Instrument and the other Loan Documents including, without limitation, (i) the Impound Account, and, to the extent set forth on Exhibit "B" attached hereto, any Repair and Remediation Reserve, Replacement Reserve, Environmental Reserve, Curtailment Reserve, and any other reserve set forth on Exhibit "B" attached hereto, the Lease Termination Payment Reserve, the Cash Collateral Account and any other accounts or sub-accounts thereof established pursuant to the Cash Management Agreement, as such terms are defined in that certain Cash Management Agreement date on or about the date hereof (the “Cash Management Agreement”) by and among Grantor, Beneficiary and Manager (collectively, the "Reserves"), (ii) the accounts into which the Reserves have been deposited, (iii) all insurance on said accounts, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter held therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), and (ix) all proceeds of the foregoing. Borrower Grantor hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s Beneficiary's name or the name of any entity servicing the Note for Beneficiary and hereby acknowledges and agrees that Lender Beneficiary, or at Beneficiary's election, such servicing agent, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender Beneficiary herein may be delivered by Lender Beneficiary at any time to the financial institution in which wherein the Reserves have been established, and Lender Beneficiary, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Borrower Grantor hereby assumes holds Beneficiary harmless with respect to all risk of loss with respect to regarding amounts on deposit in the Reserves, except to the extent that any such loss is caused by the gross negligence or intentional misconduct of Beneficiary. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part of such respective Reserve. Borrower Grantor hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s Grantor's direction and is not the exercise by Lender Beneficiary of any right of set-off or other remedy upon a default. If a default shall occur hereunder or under any other of the Loan Documents which is not cured within any applicable grace or cure period, then Beneficiary may, without notice or demand on Grantor, at its option: (A) withdraw any or all of the funds (including, without limitation, interest) then remaining in the Reserves and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including, but not limited to, attorneys' fees, costs and expenses) to the indebtedness evidenced by the Note or any other obligations of Grantor under the other Loan Documents in such manner or as Beneficiary shall deem appropriate in its sole discretion, and the excess, if any, shall be paid to Grantor, (B) exercise any and all rights and remedies of a secured party under any applicable Uniform Commercial Code, or (C) exercise any other remedies available at law or in equity. No such use or application of the funds contained in the Reserves shall be deemed to cure any default or an Event of DefaultDefault hereunder or under the other Loan Documents. Borrower hereby waives all right to withdraw The Reserves are solely for the protection of Beneficiary and entail no responsibility on Beneficiary's part beyond the payment of the respective costs and expenses in accordance with the terms thereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Security Instrument by Beneficiary, any funds from in the Reserves except shall be turned over to the assignee and any responsibility of Beneficiary, as provided for in this Loan Agreementassignor, with respect thereto shall terminate. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s Beneficiary's option and in Lender’s Beneficiary's discretion, may either be held in a separate account or be commingled by Lender Beneficiary with the general funds of LenderBeneficiary. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the Upon full payment of the respective items for which they are held following receipt of bills, invoices or statements therefor indebtedness secured hereby in accordance with its terms (or if earlier, the terms hereof completion of the applicable conditions to release of each Reserve to Beneficiary's satisfaction) or at such earlier time as Beneficiary may elect, the balance in Reserves then in Beneficiary's possession shall be paid over to Grantor and beyond the allowing of due credit no other party shall have any right or claim thereto. Any amounts received by Beneficiary from Grantor may be invested by Beneficiary (or its servicer) for the sums actually received. Upon assignment of this Loan Agreement by Lenderits benefit, and Beneficiary shall not be obligated to pay, or credit, any funds interest earned thereon to Grantor except as may be otherwise specifically provided in the Reserves shall be turned over to the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminatethis Security Instrument.

Security Interest in Reserves. (a) As additional security for the payment and performance by Borrower of the Debt and all duties, responsibilities and obligations under the Note Notes and the other Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Lender a security interest inin all sums on deposit or due under this Security Deed and the other Loan Documents including, without limitation, (i) the Impound Account, the Replacement Reserve and any other reserve set forth on Exhibit B attached hereto (collectively, the "Reserves"), (ii) the accounts into which the Reserves have been deposited, (iii) all insurance on said accounts, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter held therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), and (ix) all proceeds of the foregoing. Borrower hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s 's name or the name of any entity servicing the Notes for Lender and hereby acknowledges and agrees that Lender Lender, or at Lender's election, such servicing agent, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender herein may be delivered by Lender at any time to the financial institution in which wherein the Reserves have been established, and Lender Lender, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Borrower hereby assumes holds Lender harmless with respect to all risk of loss with respect to regarding amounts on deposit in the Reserves. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part , except to the extent that any such loss is caused by the gross negligence or intentional misconduct of such respective ReserveLender. Borrower hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s 's direction and is not the exercise by Lender of any right of set-off or other remedy upon a default or an Event of Default. Borrower hereby waives If an Event of Default shall occur, then Lender may, without notice or demand on Borrower, at its option: (A) withdraw any or all right to withdraw of the funds from (including, without limitation, interest) then remaining in the Reserves except and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including, but not limited to, attorneys' fees, costs and expenses) to the indebtedness evidenced by the Notes or any other obligations of Borrower under the other Loan Documents in such manner as provided for Lender shall deem appropriate in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s its sole discretion, may either and the excess, if any, shall be held paid to Borrower, (B) exercise any and all rights and remedies of a secured party under any applicable Uniform Commercial Code, or (C) exercise any other remedies available at law or in a separate account equity. No such use or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment application of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to cure any Event of Default or other default under the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminateother Loan Documents.

Security Interest in Reserves. (a) As additional security for the payment and performance by Borrower Grantor of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower Grantor hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Beneficiary, and hereby grants to Lender Beneficiary a security interest inin all sums on deposit or due under this Deed of Trust and the other Loan Documents including, without limitation, (i) the Rent Account, Central Account, the Impound Account, the FF&E Reserve, the Curtailment Reserve and any other reserve, if any, set forth on Exhibit C attached hereto and made a part hereof and all other Accounts and Sub-Accounts described or defined in the Cash Management Agreement (collectively, the "Reserves"), (ii) the accounts into which the Reserves have been deposited, (iii) all insurance on said accounts, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter held therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), and (ix) all proceeds of the foregoing. Borrower Grantor hereby authorizes and consents consents, subject to the terms of the Cash Management Agreement, to the account into which the Reserves have been deposited being held in Lender’s Beneficiary's name or the name of any entity servicing the Note for Beneficiary and hereby acknowledges and agrees that Lender Beneficiary, or at Beneficiary's election, such servicing agent, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender Beneficiary herein may be delivered by Lender Beneficiary at any time to the financial institution in which wherein the Reserves have been established, and Lender Beneficiary, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Borrower Grantor hereby assumes holds Beneficiary harmless with respect to all risk of loss with respect to regarding amounts on deposit in the Reserves, except to the extent that any such loss is caused by the gross negligence or intentional misconduct of Beneficiary. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part of such respective Reserve. Borrower Grantor hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein or in the Cash Management Agreement is at Borrower’s Grantor's direction and is not the exercise by Lender Beneficiary of any right of set-off or other remedy upon a default. If a default shall occur hereunder or an Event under any other of Default. Borrower hereby waives the Loan Documents which is not cured within any applicable grace or cure period, then Beneficiary may, without notice or demand on Grantor, at its option: (A) withdraw any or all right to withdraw of the funds from (including, without limitation, interest) then remaining in the Reserves except and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including, but not limited to, attorneys' fees, costs and expenses) to the indebtedness evidenced by the Note or any other obligations of Grantor under the other Loan Documents in such manner as provided for Beneficiary shall deem appropriate in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s its sole discretion, may either and the excess, if any, shall be held paid to Grantor, (B) exercise any and all rights and remedies of a secured party under any applicable Uniform Commercial Code, or (C) exercise any other remedies available at law or in a separate account equity. No such use or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment application of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to cure any default hereunder or under the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminateother Loan Documents.

Security Interest in Reserves. (a) As additional security for the payment of the Indebtedness and performance by Borrower of the Debt and all duties, responsibilities and obligations under the Note and the other Loan DocumentsObligations, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Lender a security interest in, (i) in the Reserves, including (iii) the accounts into which the Reserves have been deposited, ; (iiiii) all insurance on said accounts, ; (iviii) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, ; (viv) all sums now or hereafter held therein or represented thereby, ; (viv) all replacements, substitutions or proceeds thereof, ; (viivi) all instruments and documents now or hereafter evidencing the Reserves or such accounts, ; (viiivii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), ; and (ixviii) all proceeds of the foregoing. Borrower hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s 's name or the name of any entity servicing the Note for Lender and hereby acknowledges and agrees that Lender Lender, or at Lender's election, such servicing entity, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender herein may be delivered by Lender at any time to the financial institution in which the Reserves have been establishedBORROWER HEREBY INDEMNIFIES AND HOLDS LENDER HARMLESS WITH RESPECT TO ALL RISK OF LOSS REGARDING AMOUNTS ON DEPOSIT IN THE RESERVES, and Lender shall have possession of all passbooks or other evidences of such accounts. Borrower hereby assumes all risk of loss with respect to amounts on deposit in the Reserves. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part of such respective ReserveEXCEPT TO THE EXTENT THAT ANY SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LENDER OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS. Borrower hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s 's direction and is not the exercise by Lender of any right of set-off or other remedy upon a default Default or an Event of Default. Borrower hereby waives Upon an Event of Default, Lender may, without notice or demand on Borrower, at its option: (1) withdraw any or all right to withdraw of the funds from (including interest) then remaining in the Reserves except and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including attorneys' fees, costs and expenses) to the Indebtedness or Obligations under the other Loan Documents in such manner as provided for Lender shall deem appropriate in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s its sole discretion, may either and the excess, if any, shall be held paid to Borrower, (2) exercise any and all rights and remedies of a secured party under the Code, or (3) exercise any other remedies available at law or in a separate account equity. No such use or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment application of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to cure any Default or Event of Default hereunder or under the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminate.other Loan Documents. LOAN AGREEMENT - Page 32 667404; Miami-Dade County – Florida

Security Interest in Reserves. i) As additional security for the payment and performance by Borrower of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Lender a security interest inin all sums on deposit or due under this Security Instrument and the other Loan Documents including, without limitation, (i) the Impound Account, the Cash Collateral Account and any other accounts or sub-accounts thereof established pursuant to the Cash Management Agreement, as such terms are defined in that certain Cash Management Agreement date on or about the date hereof (the “Cash Management Agreement”) by and among Borrower, Lender and Manager (collectively, the “Reserves”), (ii) the accounts into which the Reserves have been deposited, (iii) all insurance on said accounts, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter held therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), and (ix) all proceeds of the foregoing. Borrower hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s name or the name of any entity servicing the Note for Lender and hereby acknowledges and agrees that Lender Lender, or at Lender’s election, such servicing agent, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender herein may be delivered by Lender at any time to the financial institution in which wherein the Reserves have been established, and Lender Lender, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Borrower hereby assumes all risk of loss with respect to amounts on deposit in the Reserves. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part of such respective ReserveBORROWER HEREBY HOLDS LENDER HARMLESS WITH RESPECT TO ALL RISK OF LOSS REGARDING AMOUNTS ON DEPOSIT IN THE RESERVES, EXCEPT TO THE EXTENT THAT ANY SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LENDER. Borrower hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s direction and is not the exercise by Lender of any right of set-off or other remedy upon a default. If a default shall occur hereunder or under any other of the Loan Documents which is not cured within any applicable grace or cure period, then Lender may, without notice or demand on Borrower, at its option: (A) withdraw any or all of the funds (including, without limitation, interest) then remaining in the Reserves and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including, but not limited to, attorneys’ fees, costs and expenses) to the indebtedness evidenced by the Note or any other obligations of Borrower under the other Loan Documents in such manner or as Lender shall deem appropriate in its sole discretion, and the excess, if any, shall be paid to Borrower, (B) exercise any and all rights and remedies of a secured party under any applicable Uniform Commercial Code, or (C) exercise any other remedies available at law or in equity. No such use or application of the funds contained in the Reserves shall be deemed to cure any default or an Event of DefaultDefault hereunder or under the other Loan Documents. Borrower hereby waives all right to withdraw The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment of the respective costs and expenses in accordance with the terms thereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Security Instrument by Lender, any funds from in the Reserves except shall be turned over to the assignee and any responsibility of Lender, as provided for in this Loan Agreementassignor, with respect thereto shall terminate. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s discretion, may either be held in a separate account or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the Upon full payment of the respective items for which they are held following receipt of bills, invoices or statements therefor indebtedness secured hereby in accordance with its terms (or if earlier, the terms hereof completion of the applicable conditions to release of each Reserve to Lender’s satisfaction) or at such earlier time as Lender may elect, the balance in Reserves then in Lender’s possession shall be paid over to Borrower and beyond the allowing of due credit no other party shall have any right or claim thereto. Any amounts received by Lender from Borrower may be invested by Lender (or its servicer) for the sums actually received. Upon assignment of this Loan Agreement by Lenderits benefit, and Lender shall not be obligated to pay, or credit, any funds interest earned thereon to Borrower except as may be otherwise specifically provided in the Reserves shall be turned over to the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminatethis Security Instrument.

Security Interest in Reserves. (a) As additional security for the payment and performance by Borrower of the Debt and all duties, responsibilities and obligations under the Note Notes and the other Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Lender a security interest inin all sums on deposit or due under this Deed of Trust and the other Loan Documents including, without limitation, (i) the Impound Account, the Replacement Reserve and any other reserve set forth on Exhibit B attached hereto (collectively, the "Reserves"), (ii) the accounts into which the Reserves have been deposited, (iii) all insurance on said accounts, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter held therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), and (ix) all proceeds of the foregoing. Borrower hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s 's name or the name of any entity servicing the Notes for Lender and hereby acknowledges and agrees that Lender Lender, or at Lender's election, such servicing agent, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender herein may be delivered by Lender at any time to the financial institution in which wherein the Reserves have been established, and Lender Lender, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Borrower hereby assumes holds Lender harmless with respect to all risk of loss with respect to regarding amounts on deposit in the Reserves. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part , except to the extent that any such loss is caused by the gross negligence or intentional misconduct of such respective ReserveLender. Borrower hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s 's direction and is not the exercise by Lender of any right of set-off or other remedy upon a default or an Event of Default. Borrower hereby waives If an Event of Default shall occur, then Lender may, without notice or demand on Borrower, at its option: (A) withdraw any or all right to withdraw of the funds from (including, without limitation, interest) then remaining in the Reserves except and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including, but not limited to, attorneys' fees, costs and expenses) to the indebtedness evidenced by the Notes or any other obligations of Borrower under the other Loan Documents in such manner as provided for Lender shall deem appropriate in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s its sole discretion, may either and the excess, if any, shall be held paid to Borrower, (B) exercise any and all rights and remedies of a secured party under any applicable Uniform Commercial Code, or (C) exercise any other remedies available at law or in a separate account equity. No such use or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment application of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to cure any Event of Default or other default under the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminateother Loan Documents.

Security Interest in Reserves. (a) As additional security for the payment and performance by Borrower of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Lender a security interest in, (i) in the Reserves, (ii) the accounts into which the Reserves have been deposited, (iii) all insurance on said accounts, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter held therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom)Impound Account, and (ix) all proceeds any other reserve, if any, set forth on any of the foregoingother Loan Documents and made a part hereof (collectively, the “Reserves”). Borrower hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s name or the name of any entity servicing the Note for Lender and hereby acknowledges and agrees that Lender Lender, or at Lender’s election, such servicing agent, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender herein may be delivered by Lender at any time to the financial institution in which wherein the Reserves have been established, and Lender Lender, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Borrower hereby assumes indemnifies and holds Lender harmless with respect to all risk of loss with respect to regarding amounts on deposit in the Reserves. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part , except to the extent that any such loss is caused by the gross negligence or intentional misconduct of such respective ReserveLender. Borrower hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s direction and is not the exercise by Lender of any right of set-off or other remedy upon a default or an Event of Default. Borrower hereby waives If an Event of Default shall occur, then Lender may, without notice or demand on Borrower, at its option: (A) withdraw any or all right to withdraw of the funds from (including, without limitation, interest) then remaining in the Reserves except and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including, but not limited to, attorneys’ fees, costs and expenses) to the indebtedness evidenced by the Note or any other obligations of Borrower under the other Loan Documents in such manner as provided for Lender shall deem appropriate in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s its sole discretion, may either and the excess, if any, shall be held paid to Borrower, (B) exercise any and all rights and remedies of a secured party under any applicable Uniform Commercial Code, or (C) exercise any other remedies available at law or in a separate account equity. No such use or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment application of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to the assignee and cure any responsibility Event of Lender, as assignor, with respect thereto shall terminateDefault.

Security Interest in Reserves. (a) As additional security for the payment and performance by Borrower of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Lender a security interest in, (i) in the Reserves, (ii) the accounts into which the Reserves have been deposited, (iii) all insurance on said accounts, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter held therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), and (ix) all proceeds of the foregoing. Borrower hereby authorizes and consents to the account into which the Reserves have been deposited being held in LenderBorrower’s name for the benefit of Lender and hereby acknowledges and agrees that Lender Administrative Agent, or at Administrative Agent’s election, such servicing agent, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender herein may be delivered by Lender Administrative Agent at any time to the financial institution in which wherein the Reserves have been established, and Lender Administrative Agent, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Borrower hereby assumes holds Lender harmless with respect to all risk of loss with respect to regarding amounts on deposit in the Reserves. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part , except to the extent that any such loss is caused by the gross negligence or willful misconduct of such respective ReserveLender. Borrower hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s direction and is not the exercise by Lender of any right of set-off set‑off or other remedy upon a default or default. If an Event of Default. Borrower hereby waives Default occurred and is continuing hereunder or under any other of the Loan Documents which is not cured within any applicable grace or cure period, then Administrative Agent may, without notice or demand on Borrower, at its option (but subject to the terms of the Approved Leases): (i) withdraw any or all right to withdraw of the funds from (including, without limitation, interest) then remaining in the Reserves except and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including, but not limited to, reasonable outside attorneys’ fees, costs and expenses) to the indebtedness evidenced by the Note or any other obligations of Borrower under the other Loan Documents in such manner as provided for Administrative Agent shall deem appropriate in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s its sole discretion, may either and the excess, if any, shall be held paid to Borrower, (ii) exercise any and all rights and remedies of a secured party under the Code, or (iii) exercise any other remedies available at law or in a separate account equity. No such use or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment application of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to cure any default hereunder or under the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminateother Loan Documents.

Security Interest in Reserves. (a) As additional security for the payment and performance by Borrower of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Lender a security interest in, (i) in the Reserves, including (iii) the accounts into which the Reserves have been deposited, ; (iiiii) all insurance on said accounts, ; (iviii) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, ; (viv) all sums now or hereafter held therein or represented thereby, ; (viv) all replacements, substitutions or proceeds thereof, ; (viivi) all instruments and documents now or hereafter evidencing the Reserves or such accounts, ; (viiivii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), ; and (ixviii) all proceeds of the foregoing. Borrower hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s 's name or the name of any entity servicing the Note for Lender and hereby acknowledges and agrees that Lender Lender, or at Lender's election, such servicing entity, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender herein may be delivered by Lender at any time to the financial institution in which the Reserves have been establishedBORROWER HEREBY INDEMNIFIES AND HOLDS LENDER HARMLESS WITH RESPECT TO ALL RISK OF LOSS REGARDING AMOUNTS ON DEPOSIT IN THE RESERVES, and Lender shall have possession of all passbooks or other evidences of such accounts. Borrower hereby assumes all risk of loss with respect to amounts on deposit in the Reserves. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part of such respective ReserveEXCEPT TO THE EXTENT THAT ANY SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LENDER OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS. Borrower hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s 's direction and is not the exercise by Lender of any right of set-off or other remedy upon a default Default or an Event of Default. Borrower hereby waives Upon an Event of Default, Lender may, without notice or demand on Borrower, at its option: (1) withdraw any or all right to withdraw of the funds from (including interest) then remaining in the Reserves except and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including attorneys' fees, costs and expenses) to the Indebtedness or Obligations under the other Loan Documents in such manner as provided for Lender shall deem appropriate in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s its sole discretion, may either and the excess, if any, shall be held paid to Borrower, (2) exercise any and all rights and remedies of a secured party under the Code, or (3) exercise any other remedies available at law or in a separate account equity. No such use or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment application of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to cure any Default or Event of Default hereunder or under the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminateother Loan Documents.

Security Interest in Reserves. (a) As additional security for the payment and performance by Borrower of the Debt and all duties, responsibilities and obligations under the Note Notes and the other Loan Documents, Borrower hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Lender a security interest inin all sums on deposit or due under this Security Deed and the other Loan Documents including, without limitation, (i) the Impound Account, the Replacement Reserve and any other reserve set forth on Exhibit_B attached hereto (collectively, the "Reserves"), (ii) the accounts into which the Reserves have been deposited, (iii) all insurance on said accounts, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter held therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), and (ix) all proceeds of the foregoing. Borrower hereby authorizes and consents to the account into which the Reserves have been deposited being held in Lender’s 's name or the name of any entity servicing the Notes for Lender and hereby acknowledges and agrees that Lender Lender, or at Lender's election, such servicing agent, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender herein may be delivered by Lender at any time to the financial institution in which wherein the Reserves have been established, and Lender Lender, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Borrower hereby assumes holds Lender harmless with respect to all risk of loss with respect to regarding amounts on deposit in the Reserves. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part , except to the extent that any such loss is caused by the gross negligence or intentional misconduct of such respective ReserveLender. Borrower hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein is at Borrower’s 's direction and is not the exercise by Lender of any right of set-off or other remedy upon a default or an Event of Default. Borrower hereby waives If an Event of Default shall occur, then Lender may, without notice or demand on Borrower, at its option: (A) withdraw any or all right to withdraw of the funds from (including, without limitation, interest) then remaining in the Reserves except and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including, but not limited to, attorneys' fees, costs and expenses) to the indebtedness evidenced by the Notes or any other obligations of Borrower under the other Loan Documents in such manner as provided for Lender shall deem appropriate in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s its sole discretion, may either and the excess, if any, shall be held paid to Borrower, (B) exercise any and all rights and remedies of a secured party under any applicable Uniform Commercial Code, or (C) exercise any other remedies available at law or in a separate account equity. No such use or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment application of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to cure any Event of Default or other default under the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminateother Loan Documents.

Security Interest in Reserves. (a) As additional security for the payment and performance by Borrower Grantor of the Debt and all duties, responsibilities and obligations under the Note and the other Loan Documents, Borrower Grantor hereby unconditionally and irrevocably assigns, conveys, pledges pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Beneficiary, and hereby grants to Lender Beneficiary a security interest inin all sums on deposit or due under this Deed of Trust and the other Loan Documents including, without limitation, (i) the Rent Account, the Central Account, the Impound Account, the FF&E Reserve, the Curtailment Reserve and any other reserve, if any, set forth on Exhibit C attached hereto and made a part hereof and all other Accounts and Sub-Accounts described or defined in the Cash Management Agreement (collectively, the "Reserves"), (ii) the accounts into which the Reserves have been deposited, (iii) all insurance on said accounts, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter held therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Reserves or such accounts, (viii) all powers, options, rights, privileges and immunities pertaining to the Reserves (including the right to make withdrawals therefrom), and (ix) all proceeds of the foregoing. Borrower Grantor hereby authorizes and consents consents, subject to the terms of the Cash Management Agreement, to the account into which the Reserves have been deposited being held in Lender’s Beneficiary's name or the name of any entity servicing the Note for Beneficiary and hereby acknowledges and agrees that Lender Beneficiary, or at Beneficiary's election, such servicing agent, shall have exclusive control over said account. Notice of the assignment and security interest granted to Lender Beneficiary herein may be delivered by Lender Beneficiary at any time to the financial institution in which wherein the Reserves have been established, and Lender Beneficiary, or such servicing entity, shall have possession of all passbooks or other evidences of such accounts. Borrower Grantor hereby assumes holds Beneficiary harmless with respect to all risk of loss with respect to regarding amounts on deposit in the Reserves, except to the extent that any such loss is caused by the gross negligence or intentional misconduct of Beneficiary. All Reserves shall be maintained in an interest-bearing account and interest earned thereon shall constitute part of such respective Reserve. Borrower Grantor hereby knowingly, voluntarily and intentionally stipulates, acknowledges and agrees that the advancement of the funds from the Reserves as set forth herein or in the Cash Management Agreement is at Borrower’s Grantor's direction and is not the exercise by Lender Beneficiary of any right of set-off or other remedy upon a default. If a default shall occur hereunder or an Event under any other of Default. Borrower hereby waives the Loan Documents which is not cured within any applicable grace or cure period, then Beneficiary may, without notice or demand on Grantor, at its option: (A) withdraw any or all right to withdraw of the funds from (including, without limitation, interest) then remaining in the Reserves except and apply the same, after deducting all costs and expenses of safekeeping, collection and delivery (including, but not limited to, attorneys' fees, costs and expenses) to the indebtedness evidenced by the Note or any other obligations of Grantor under the other Loan Documents in such manner as provided for Beneficiary shall deem appropriate in this Loan Agreement. The Reserves shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option and in Lender’s its sole discretion, may either and the excess, if any, shall be held paid to Grantor, (B) exercise any and all rights and remedies of a secured party under any applicable Uniform Commercial Code, or (C) exercise any other remedies available at law or in a separate account equity. No such use or be commingled by Lender with the general funds of Lender. The Reserves are solely for the protection of Lender and entail no responsibility on Lender’s part beyond the payment application of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. Upon assignment of this Loan Agreement by Lender, any funds contained in the Reserves shall be turned over deemed to cure any default hereunder or under the assignee and any responsibility of Lender, as assignor, with respect thereto shall terminateother Loan Documents.