Common use of Collateral Accounts Clause in Contracts

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Party B will, from time to time, instruct the Custodian, by any of the means mutually agreed to between Party B and the Custodian, to segregate certain U.S. cash, U.S. Government securities, or other U.S. securities or foreign securities (exclusive of Japanese government bonds) to the Collateral Agency Agreement, it extent in each case acceptable to all parties hereto and in which Party B has caused granted a security interest to be established at Party A (after giving effect to the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccountsegregation, the Operating “Collateral”). (b) The Custodian will identify and segregate on its books and records under the name of Party B as the entitlement holder for the benefit of Party A non-cash Collateral. The identification and segregation of such non-cash Collateral are herein referred to as the “Securities Account”. (c) The Custodian will satisfy the requirement to segregate cash Collateral by identifying and crediting the cash Collateral to a separate deposit account (the “Deposit Account” and, together with the Securities Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in “Collateral Accounts”) under the name of Party B as the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust Custodian’s customer for the Collateral Agent and shall promptly remit such payments for deposit benefit of Party A. (d) The Custodian will credit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoingParty B’s custodial account, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect exclusive of the Collateral Accounts, all interest, dividends and other income and other distributions (including, without limitation, maturity proceeds) shall be received by itthe Custodian on the Collateral. The interest, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for dividends and as the property of the Collateral Agent other income and other distributions shall not be commingled with Collateral. However, if a Notice of Exclusive Control has been received by the Custodian, and following a reasonable time for the Custodian to act thereon, cash interest, dividends and other income and other distributions will be credited to the Deposit Account and non-cash interest, dividends and other income and other distributions will be credited to the Securities Account. (e) The Custodian may in its discretion decline to follow an instruction originated by Party B under Section 2(a) if following the instruction would in the Custodian’s sole judgment after taking into account the subordination in Section 7, result in any other funds or property remaining assets in the custodial account being inadequate to cover any obligations of Party B to the BorrowerCustodian. The Custodian will promptly notify Party B of any decision to decline to follow the instruction.

Collateral Accounts. The Borrower agrees and confirms that (a) If and when required for purposes hereof, the Collateral Representative will establish with respect to each Lien Grantor an account (its "COLLATERAL ACCOUNT"), in the name and under the exclusive control of the Collateral Representative, into which all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Note Documents shall be deposited from time to time. Each Cash Collateral Agency Agreement, it has caused to Account will be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, operated as provided in each case in the name of the Collateral Agent and this Section. (b) it has instructed The Collateral Representative shall deposit the following amounts, as and when received by it, in the Collateral Account of the applicable Lien Grantor: (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instructi) each amount required by the Note Documents to be deposited therein, including, without limitation, all proceeds specified in Section 5.04(d) of the other parties to the Project Documents that all payments constituting Project Revenues due Note Purchase Agreement; and (ii) each amount realized or to become due to the Borrower under or in connection with each such Project Document shall be made directly to otherwise received by the Collateral Agent for deposit Representative with respect to assets of such Lien Grantor upon any exercise of remedies pursuant to any Security Document. (c) Unless (x) an Event of Default shall have occurred and be continuing and the Revenue Required Holders shall have instructed the Collateral Representative to stop withdrawing amounts from the Collateral Account pursuant to this subsection or (y) the maturity of the Notes shall have been accelerated pursuant to Article 7 of the Note Purchase Agreement, the Collateral Representative shall withdraw amounts deposited in the Collateral Account in accordance with the terms Section 5.04(d) of the Collateral Agency Agreement. IfNote Purchase Agreement and apply them to pay, notwithstanding or reimburse the foregoingCompany and its Subsidiaries for paying, any such payment the cost of repairing, restoring or proceeds are remitted directly replacing the affected property to the Borrowerextent that the Company has certified, no less than 5 Business Days prior to the date of such withdrawal, that (i) it and its Subsidiaries intend to apply all or any portion of such amounts to pay the cost of repairing, restoring or replacing the affected property and (ii) if such property is to be replaced, the Borrower shall hold such funds property acquired to replace it will be included in trust for the Collateral Agent and shall promptly remit such payments for deposit at least to the Revenue extent that the property to be replaced was included therein; (d) Funds held in any Collateral Account may, until withdrawn, be invested and reinvested in accordance with such Temporary Cash Investments as the relevant Lien Grantor shall request from time to time; provided that, if an Event of Default shall have occurred and be continuing, the Collateral Agency Agreement. In addition to the foregoingRepresentative may select such Temporary Cash Investments. (e) If an Event of Default shall have occurred and be continuing, the Borrower agrees that if the proceeds of Collateral Representative may withdraw any Collateral hereunder (including the payments made amounts held therein and apply such amounts as provided in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerSection 9.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Collateral Documents. (b) The Collateral Account shall be a deposit account maintained with, and under the sole control of, the Notes Priority Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Notes Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit Documents, shall, subject to the Revenue Intercreditor Agreements, be deposited in the Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccount under this Indenture, the Borrower Notes Collateral Agent shall hold receive an Officer’s Certificate directing the Notes Collateral Agent to make such deposit. (c) Pending the distribution of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Notes Collateral Agency AgreementAgent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. In addition The Company acknowledges that for so long as the Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the foregoingCompany or its designee, in each case, to the Borrower agrees extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that if the proceeds no Event of Default shall have occurred and be continuing. Any gain or income on any Collateral hereunder (including the payments made investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by Neither the Borrower for and as Trustee nor the property of the Notes Collateral Agent and shall not be commingled have any liability for any loss incurred in connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis (c).

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee, Collateral Agent and the Control Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) The Collateral Agent or the Control Agent, as applicable, shall establish the Collateral Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent or Control Agent, as applicable, subject to the Intercreditor Agreement. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Collateral Agent or Control Agent, as applicable, at one of its corporate trust offices and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Agent and/or Control Agent from awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit to Documents, shall be deposited in the Revenue Account Collateral Account, and thereafter shall be held, applied and/or disbursed by the Trustee or the Collateral Agent, as applicable, in accordance with the terms of this Indenture (including, without limitation, Sections 3.7, 6.10 and 10.9(a)) and the Intercreditor Agreement. In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccounts under this Indenture, the Borrower shall hold such funds in trust for Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent and/or Control Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and shall promptly remit directing the Trustee and/or the Collateral Agent and/or Control Agent to make such payments for deposit deposit. (c) Subject to the Revenue Account Intercreditor Agreement, pending the distribution of funds in the Collateral Accounts in accordance with the Collateral Agency Agreement. In addition to the foregoingprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Borrower agrees that if Company may direct the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to Trustee and/or the Collateral Agent for deposit to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. Subject to the Reserve Account. Until Intercreditor Agreement, so depositedlong as no Event of Default shall have occurred and be continuing, all such proceeds shall be held in trust by the Borrower for and as Company may direct the property of Trustee and/or the Collateral Agent to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Accounts shall not be commingled credited to such Collateral Account. Neither the Trustee nor the Collateral Agent shall have any liability for any loss incurred in connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 10.9(c).

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Borrower shall, and shall cause each Credit Party to, provide Agent five (5) days prior written notice before establishing any Collateral Agency AgreementAccount at or with any bank or financial institution. In addition, it has caused to be established for each Collateral Account that any Borrower or Secured Guarantor at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account any time maintains (and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with any such Collateral Account established after the Closing Date, prior to opening such Collateral Account), Borrower shall, and shall cause each Secured Guarantor to, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Project Document shall be made directly Collateral Account to the perfect Agent’s Lien in such Collateral Agent for deposit to the Revenue Account in accordance with the terms hereunder, which Control Agreement may not be terminated without prior written consent of Agent. The provisions of the previous sentence shall not apply to (a) Deposit Accounts exclusively used for payroll, payroll taxes and, in Agent’s reasonable discretion, other employee wage and benefit payments to or for the benefit of a Credit Party’s employees, (b) Deposit Accounts owned by the Securities Subsidiary, (c) the Subject Cash Collateral Agency Agreement. IfAccounts or (d) Collateral Accounts in which the daily balances do not exceed $250,000 in the aggregate for all such Collateral Accounts and, in each case, identified to Agent by Borrower as such; provided, however, that at all times Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account. (b) Borrower shall at all times maintain in a Collateral Account subject to a Control Agreement an amount of cash and/or cash equivalents equal to not less than either (i) the aggregate outstanding principal amount of the Credit Extensions or (ii) if the following amount pursuant to this clause (ii) is less than the amount that is determined pursuant to clause (i) at any given time, the amount of any and all remaining cash and cash equivalents of Borrower and its Subsidiaries on a consolidated basis (other than amounts held in Deposit Accounts described in clauses (a), (c) and (d) of Section 6.6(a) above and Deposit Accounts of Foreign Subsidiaries); provided that notwithstanding the foregoing, any in no event shall the amount maintained in such payment or proceeds are remitted directly Collateral Account be less than (a) on and after the Funding Date of Credit Facility #1 (but prior to the BorrowerFunding Date of Credit Facility #2), $15,000,000 or (b) on and after the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoingFunding Date of Credit Facility #2, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower$30,000,000.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Loan Parties hereby pledge and grant to the Collateral Agency AgreementAdministrative Agent, it has caused to be established at for the Collateral Agent each ratable benefit of the Construction AccountL/C Issuer and the Lenders as provided herein, Construction Payment Subaccounta security interest in all of its right, Punchlist Retention Subaccount, title and interest in and to the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution L/C Collateral Account and the Revenue Accountbalances from time to time in the L/C Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the L/C Collateral Account shall not constitute payment of any Letter of Credit Liabilities or other Obligations until applied by the Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in each case the L/C Collateral Account shall be subject to withdrawal only as provided in this Section. With respect to such pledges and grants, the Loan Parties will execute and deliver from time to time any documents or instruments reasonably requested by Administrative Agent in order to evidence or perfect such pledges and grants, with all such documents to be in form and substance acceptable to the Administrative Agent. (b) If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower, the L/C Issuer, and the Lenders authorize the Administrative Agent to use the monies deposited in the L/C Collateral Account and proceeds thereof to make payment to the beneficiary with respect to such drawing or the payee with respect to such presentment. (c) Amounts on deposit in the L/C Collateral Accounts shall be invested and reinvested by the Administrative Agent in such Cash Equivalents as the Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Administrative Agent for the ratable benefit of the L/C Issuer and the Lenders. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Accounts and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Accounts. (d) If an Event of Default exists, the Requisite Lenders may, in their discretion, at any time and (b) it has instructed (orfrom time to time, on or before instruct the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties Administrative Agent to liquidate any such investments and reinvestments and apply proceeds thereof to the Project Documents that all payments constituting Project Revenues due or to become due Obligations in accordance with Section 11.4. (e) The Borrower shall pay to the Borrower under or Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms Administrative Agent’s administration of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such Accounts and investments and reinvestments of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrowertherein.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant On or prior to the Closing Date, the Administrative Agent shall cause to be established, in its own name at an Eligible Account Bank, a segregated account for each Approved Currency (each, a "Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties. (b) Each of the Borrower, the European Purchaser and the Collection Agent agrees that the Administrative Agent shall have exclusive dominion and control over the Collateral Accounts and all monies, instruments and other property from time to time deposited in or credited to the Collateral Agency Agreement, it has caused to be established at the Accounts. (c) The Administrative Agent may invest funds on deposit in any Collateral Agent each of the Construction Account, Construction Payment Subaccountreinvest proceeds of any such investments which may mature or be sold, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Accountinvest interest or other income received from any such investments, in each case in such Permitted Investments as the name of the Collateral Collection Agent and (b) it has instructed may select (or, on in the absence of any such selection by the Collection Agent, as the Administrative Agent may select in its sole discretion); provided that each such Permitted Investment shall have a maturity date no later than the next succeeding Settlement Date. Such proceeds, interest or before income which are not so invested or reinvested in Permitted Investments shall, except as otherwise provided in this Agreement, be deposited and held in the effectiveness applicable Collateral Account; provided that, prior to the Termination Date, any interest or income in respect of each Project Document that is entered into after such Permitted Investments shall, at the date hereof, will instruct) each direction of the other parties to Collection Agent be deposited into the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue applicable Concentration Account and applied as Collections in accordance with the terms Section 2.06 of the Collateral Agency Receivables Loan Agreement. If, notwithstanding Neither the foregoing, Administrative Agent nor any such payment or proceeds are remitted directly of its Affiliates shall be liable to the Borrower, the Borrower European Purchaser, the Collection Agent, any Secured Party or any other Person for, or with respect to, any decline in value of amounts on deposit in any Collateral Account. Permitted Investments from time to time purchased and held pursuant to this Section 2.8 shall hold be referred to as "Collateral Securities" and shall, for purposes of this Agreement and each other Transaction Document, constitute part of the funds held in the applicable Collateral Account in amounts equal to their respective outstanding principal amounts. Each such Permitted Investment shall be made in the name of the Administrative Agent or its designee. (d) Following the occurrence of any Termination Event, the Administrative Agent may, at any time or from time to time after funds are either deposited in trust for a Collateral Account or invested in Collateral Securities, after selling, if necessary, any Collateral Securities, withdraw funds then held in such Collateral Account and apply the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account same in accordance with the Collateral Agency priority of payments set forth in Section 2.07 of the Receivables Loan Agreement. In addition to the foregoing, Each of the Borrower and the European Purchaser agrees that if Permitted Investments are of a type customarily sold on a recognized market and, accordingly, no notice of sale of any Permitted Investments shall be required. To the proceeds extent notice of sale of any Collateral hereunder (including Securities shall be required by law, at least ten days' notice to the payments made in respect Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (e) The Administrative Agent shall have the sole right of withdrawal with respect to each Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property None of the Borrower, the European Purchaser, the Collection Agent or any Person claiming on behalf of or through the Borrower, the European Purchaser or the Collection Agent shall have any right to withdraw any of the funds held in any Collateral Account. (f) The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Accounts and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds. (g) On the Final Payout Date, any funds remaining on deposit in the North American Collateral Accounts shall be paid to the Borrower and any funds remaining on deposit in the European Collateral Account shall be paid to the European Purchaser.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Borrower shall, and shall cause each Credit Party to, maintain all of its operating and other deposit accounts, the Cash Collateral Account and securities/investment accounts with SVB and SVB’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to invest up to fifty (50.0%) percent of its excess cash and cash equivalents in securities/investment accounts maintained at another bank or financial institution other than SVB subject to the Collateral Agency terms and conditions of this Agreement. In addition, it has caused to be established at the Collateral Agent each Borrower shall conduct all of the Construction Accountits primary banking facilities with SVB, Construction Payment Subaccountincluding, Punchlist Retention Subaccountwithout limitation, the Operating Accountcash management, the Debt Service Reserve Accountasset management, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account letters of credit and the Revenue Account, in each case in the name of the Collateral Agent and business credit cards. (b) it has instructed Borrower shall, and shall cause each Credit Party to, provide Agent five (or5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, on or before the effectiveness of for each Project Document Collateral Account that is entered into after the date hereof, will instruct) each of the any Credit Party at any time maintains (other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or than Collateral Accounts in connection with any letter of credit permitted in clause (f) of the definition of “Permitted Contingent Obligations”), Borrower shall, and shall cause each Credit Party to, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Project Document shall be made directly Collateral Account to the perfect Agent’s Lien in such Collateral Agent for deposit to the Revenue Account in accordance with the terms hereunder, which Control Agreement may not be terminated without prior written consent of Agent. The provisions of the Collateral Agency Agreement. Ifprevious sentence shall not apply to (i) deposit accounts exclusively used for payroll, notwithstanding payroll taxes and other employee wage and benefit payments to or for the foregoingbenefit of a Credit Party’s employees and identified to Agent by Borrower as such (provided, any such payment or proceeds are remitted directly to the Borrowerhowever, the that at all times Borrower shall maintain one or more separate Deposit Accounts to hold such funds in trust any and all amounts to be used for the Collateral Agent payroll, payroll taxes and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoingother employee wage and benefit payments, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled commingle any monies allocated for such purposes with funds in any other funds Deposit Account) or property (ii) any Collateral Account owned by the Securities Subsidiary so long as the Securities Subsidiary continues to qualify as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B. 1. Borrower shall at all times maintain in a Collateral Account owned by Borrower and subject to a Control Agreement an amount of cash and/or cash equivalents equal to not less than either (i) the sum of (A) the outstanding amount of the Borrower.Obligations plus (B) five percent (5.0%) of the Obligations plus (C) the amount necessary to maintain the minimum balance requirement of all Collateral Accounts, or (ii) if the following amount pursuant to this clause (ii) is less than the amount that is determined pursuant to clause (i) at any given time, the amount of any and all remaining cash and cash equivalents of Borrower and its Subsidiaries on a consolidated basis (provided, that, to the extent that the amount required by this provision is being determined based upon clause (ii) hereof, it is understood and agreed that Borrower may, from time to time, deposit and maintain cash in any Deposit Account referenced in clause (i) of the immediately preceding sentence (e.g. the payroll and employee benefits accounts) to the extent so deposited and maintained in the Ordinary Course of Business and such Deposit Account need not be subject to a Control Agreement). Subject to Section 6.13, Borrower shall, and shall cause each Credit Party to, maintain its primary operating and other Collateral Accounts with SVB and its affiliates

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the The Collateral Agent each shall establish and maintain for the benefit of the Construction Secured Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 9-102(a)(29) of the New York UCC (each a “Collateral Account”), Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control. (b) it The Servicer and the Grantor shall cause: (i) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties to be deposited directly into a Collateral Account and, to the extent that any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; (ii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has instructed occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (or, on or before iii) all other Proceeds from the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each sale (other than a sale to Zipcar under Section 2.4 of the other parties ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the Project Documents extent that all payments constituting Project Revenues due any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or to become due (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the Borrower under or in connection with each other vehicles owned by Zipcar before it is obligated to deposit such Project Document shall be made directly to the amount into a Collateral Agent for deposit to the Revenue Account in accordance with this Section 2.4(b), the terms Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the Segregated Series Supplement for the applicable Segregated Series of Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral Agency Agreement. Ifand deposit such amount into an account specified by Zipcar if it is Proceeds of other vehicles owned by Zipcar. (c) The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account or, notwithstanding the foregoingin lieu thereof, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent may grant the Servicer online access in “read-only” format to view balances, deposits and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds activity relating to the Collateral Agent for deposit to the Reserve Account. Until so depositedPromptly after the deposit of any funds into a Collateral Account, all such proceeds but in no event more than three Business Days thereafter, the Servicer shall be held in trust by the Borrower for and as the property of instruct the Collateral Agent and shall not be commingled with any other funds or property in writing as to (i) the amount thereof which represents Proceeds of the BorrowerZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any ZVF Segregated Series Vehicle Collateral. (d) If at any time the Servicer or any Secured Party shall receive any funds with respect to which it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to The Securities Administrator shall establish and maintain with itself, as agent for the Collateral Agency AgreementTrustee, it has caused to be established at the Collateral Agent each on behalf of the Construction Supplemental Interest Trust, a separate, segregated trust account (the “Collateral Account”) titled, Construction Payment Subaccount“▇▇▇▇▇ Fargo Bank, Punchlist Retention SubaccountN.A. as Securities Administrator, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR2, Mortgage Pass-Through Certificate Swap Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account”. The Collateral Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by itan Eligible Account, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for and funds on deposit to the Reserve Account. Until so deposited, all such proceeds therein shall be held in trust by the Borrower for separate and as the property of the Collateral Agent apart from, and shall not be commingled with with, any other funds or property monies, including, without limitation, other monies of the BorrowerSecurities Administrator held pursuant to this Agreement. (b) Funds required to be held pursuant to the Credit Support Annex shall be deposited into the Collateral Account. Funds posted by the Certificate Swap Provider (or its credit support provider) in the Collateral Account shall be invested in Eligible Investments as directed by the Derivative Counterparty (or its credit support provider), and in the absence of direction, shall remain uninvested. Any interest earnings on such amounts shall be remitted to the Certificate Swap Provider pursuant to the terms of the Credit Support Annex. The Securities Administrator shall not be liable for any losses incurred on such investments. On any Distribution Date as to which a shortfall exists with respect to Certificate Swap Payments owed by the Certificate Swap Provider as a result of its failure to make payments pursuant to the Certificate Interest Rate Swap Agreement, amounts necessary to cover such shortfall shall be removed from the Collateral Account, remitted to the Certificate Swap Account and distributed as all or a portion of such Certificate Swap Amount pursuant to Section 4.1(a)(vi). Any amounts on deposit in the Collateral Account required to be returned to the Certificate Swap Provider (or its credit support provider) as a result of the termination of the Certificate Interest Rate Swap Agreement, (ii) the procurement of a guarantor, (iii) the reinstatement of required ratings or (iv) otherwise pursuant to the Certificate Interest Rate Swap Agreement, shall be released directly to the Certificate Swap Provider pursuant to the terms of the Credit Support Annex. (c) Upon the termination of the Trust Fund, any amounts remaining in the Collateral Account shall be distributed by the Securities Administrator as required pursuant to the terms of the Credit Support Annex.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Accounts, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Securities and other awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Collateral Agent each of received pursuant to the Construction AccountCollateral Documents, Construction Payment Subaccount, Punchlist Retention Subaccount, shall be deposited in the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue First Priority Collateral Account, in each the case of proceeds from First Priority Collateral, or in the name Second Priority Collateral Account, in the case of the Collateral Agent proceeds from Second Priority Collateral, and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document thereafter shall be made directly to held, applied and/or disbursed by the Collateral Agent for deposit to the Revenue Account Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccounts under this Indenture, the Borrower Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall hold receive an Officers’ Certificate identifying which Collateral Account shall receive such funds in trust for deposit and directing the Trustee and/or the Collateral Agent and shall promptly remit to make such payments for deposit to deposit. (c) Pending the Revenue distribution of funds in the Collateral Account in accordance with the Collateral Agency Agreement. In addition to the foregoingprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Borrower agrees Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that if such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the proceeds Company may direct the Trustee to sell, liquidate or cause the redemption of any Collateral hereunder (including the payments made such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds The Trustee shall be held have no liability for any loss incurred in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 11.8(c).

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoinginstructions to debtors to make payments to the Lockbox, any Borrower receives any payments on Receivables, such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit deposit such payments for deposit to the Revenue Account in accordance with the into such Borrower’s Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, such Borrower shall hold all such proceeds shall be held payments in trust by the Borrower for and as the property of the Lender and shall not commingle such payments with any of its other funds or property; provided, however, that the foregoing shall not be construed to allow the Lender to withhold any such payments after full payment and discharge of all Obligations. (b) Amounts deposited in any Collateral Agent Account shall not bear interest and shall not be commingled subject to withdrawal by any Borrower, except after full payment and discharge of all Obligations; provided, however, that if the Borrowers’ only outstanding Obligations are principal owing under the Equipment Note and the Term Loan B Note, and if no such principal amount is due, the Lender agrees to remit such amounts to such Borrower’s demand deposit account maintained with ▇▇▇▇▇ Fargo Bank. (c) All deposits in any other funds or property Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the BorrowerObligations. The Lender shall from time to time within one Banking Day, apply deposited funds in each Collateral Account to the payment of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring such funds to the Lender’s general account. (d) All items deposited in any Collateral Account shall be subject to final payment. If any such item is returned uncollected, the applicable Borrower will immediately pay the Lender, or, for items deposited in a Collateral Account, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to any commercial account or other account belonging to the Borrower to whom the item was payable.

Collateral Accounts. The Borrower agrees and confirms that (ai) pursuant to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into With 60 days after the date hereof, will instructthe Borrowers shall deliver such Collateral Account Agreements as the Lender shall require, duly executed by the Borrowers and the applicable collateral account agent. (ii) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Each Borrower shall hold such funds in trust for the Collateral Agent cause all checks and shall promptly remit such other non-cash payments for deposit on Receivables to the Revenue Account in accordance be deposited to account No. 4311266522 maintained with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds ▇▇▇▇▇ Fargo Bank (Texas) N.A. within one Banking Day of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Accountreceipt. Until so deposited, each Borrower shall hold all such proceeds shall be held payments in trust by the Borrower for and as the property of the Lender and shall not commingle such payments with any of its other funds or property. (iii) Amounts deposited in a Collateral Agent Account shall not bear interest and shall not be commingled with subject to withdrawal by any other funds or property Borrower, except after full payment and discharge of all Obligations. (iv) All deposits in a Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the Obligations. The Lender from time to time at its discretion may, after allowing one Banking Day, apply deposited funds in any Collateral Account to the payment of the Obligations, in any order or manner of application satisfactory to the Lender, by transferring such funds to the Lender's general account. (v) All items deposited in any Collateral Account shall be subject to final payment. If any such item is returned uncollected, the Borrowers will immediately pay the Lender, or, for items deposited in a Collateral Account, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to the Borrowers' commercial account or other account. The Borrowers shall be liable as an endorser on all items deposited in each Collateral Account, whether or not in fact endorsed by a Borrower.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the The Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account shall establish and the Revenue Account, maintain at its principal banking office in each case New York City three accounts into which it shall (except as otherwise explicitly provided in the name of the Master Pledge Agreement) deposit all amounts received by it in its capacity as Collateral Agent (and (bnot in any other capacity) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral upon an Event of Default, including all monies received on account of any sale of or other realization upon any of the Collateral pursuant to the Master Pledge Agreement. One of the three accounts referred to in the preceding sentence shall be established and maintained for the benefit of the Credit Agreement Parties in respect of the Outstanding Credit Agreement Obligations (the "Credit Agreement Collateral Account"), the second account shall be established and maintained for the benefit of the Senior Note Creditors (the "Senior Note Collateral Account") and the third such account shall be established and maintained for the benefit of the L/C Parties (the "Letter of Credit Collateral Account" and, together with the Credit Agreement Collateral Account and the Senior Note Collateral Account, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Master Pledge Agreement, it being understood that any such amounts may be released to the Issuers to the extent required by the Master Pledge Agreement (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Issuers or the Guarantors shall have any rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts. (b) Except as set forth in paragraphs (d) and (g) below, all amounts that the Collateral Agent is required at any time to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated as among, and deposited in, the Credit Agreement Collateral Account and the Senior Note Collateral Account pro rata in accordance with the aggregate amount of Outstanding Credit Agreement Obligations and Outstanding Senior Note Obligations. (c) The Collateral Agent shall establish sub-accounts in the Letter of Credit Collateral Account with respect to each outstanding Letter of Credit. All amounts deposited in the Letter of Credit Collateral Account shall be allocated among, and deposited in, the respective sub-accounts therein pro rata in accordance with the Unfunded L/C Exposure with respect to the related Letters of Credit. If, on or after the date on which any funds are deposited in the Letter of Credit Collateral Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Collateral Agent shall, upon the written request of the Administrative Agent, apply any funds in the sub-account with respect to such Letter of Credit to the reimbursement of such L/C Disbursement as if such reimbursement were being made by the Borrowers pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing plus accrued and unpaid interest thereon from the date of draw to the date of payment). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded L/C Exposure thereunder (other than as a result of an L/C Disbursement), the amount of funds in the sub-account with respect to such Letter of Credit (or, in the case of any partial reduction in the amount of Unfunded L/C Exposure thereunder, a pro rata portion of such funds) shall be received by itreleased from such sub-account, and the funds so released shall be allocated among, and deposited in, the Borrower Credit Agreement Collateral Account, the Senior Note Collateral Account and the Letter of Credit Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Credit Agreement Obligations, Outstanding Senior Note Obligations and Unfunded L/C Exposure, respectively, at such time. (e) The Collateral Agent shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the reasonable out-of-pocket costs and expenses (including disbursements and, in the case of the Collateral Agent, reasonable attorney fees) incurred by the Collateral Agent, the Administrative Agent and the Indenture Trustee in administering and carrying out their respective obligations under this Agreement or the Master Pledge Agreement, in exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which the Collateral Agent, the Administrative Agent and the Indenture Trustee is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts that have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; provided, however, that any such application shall be allocated as promptly among the Credit Agreement Collateral Account, the Letter of Credit Collateral Account (provided that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the Senior Note Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. The Collateral Agent shall reimburse any Credit Agreement Creditor or Senior Note Creditor, as possible transfer the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(d) by such Proceeds Credit Agreement Creditor or Senior Note Creditor by application of funds in the Collateral Accounts in the same manner as provided in the proviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Collateral Agent for deposit in the Collateral Account (or sub-account therein) from which distributions are to the Reserve Account. Until so depositedbe paid in respect of such Outstanding Obligations. (g) If, all such proceeds shall be held in trust by the Borrower for and as the property of at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other claims in respect of any indemnification or expense reimbursement obligations of any of the Parent Guarantor, the Company or the Subsidiaries under any of the Senior Credit Documents (collectively, "Reimbursement Obligations"), then, prior to allocating such amounts among the Collateral Accounts, the Collateral Agent shall, to the extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the event that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full); provided, however, that the aggregate cumulative amount applied pursuant to this paragraph (g) to pay Reimbursement Obligations to Secured Parties (other than the Collateral Agent or otherwise in respect of amounts referred to in paragraph (e) above) shall not be commingled with any other funds or property of the Borrowerexceed $2,000,000.

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Indenture Subordination Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit Documents, shall be deposited in the Collateral Account to the Revenue Account extent required by this Indenture, the Collateral Documents or the Indenture Subordination Agreement, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 6.10 and Section 11.8(a)). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccount under this Indenture, the Borrower Trustee shall hold receive an Officers’ Certificate directing the Trustee to make such deposit. (c) Pending the distribution of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreementprovisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. In addition So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the foregoingCompany or its designee, in each case, to the Borrower agrees extent permitted under Section 2.1(a) hereof, such direction to certify that if the proceeds no Event of Default shall have occurred and be continuing. Any gain or income on any Collateral hereunder (including the payments made investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds The Trustee shall be held have no liability for any loss incurred in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 11.8(c).

Collateral Accounts. The Borrower agrees and confirms that (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Collateral Documents. (b) The Collateral Account shall be a deposit account maintained with, and under the sole control of, the First-Priority Collateral Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Junior First Lien Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Agency AgreementDocuments, it has caused to be established at including earnings, revenues, rents, issues, profits and income from the Notes Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly received pursuant to the Collateral Agent for deposit Documents, shall, subject to the Revenue Intercreditor Agreements, be deposited in the Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the First-Priority Collateral Agent to the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to be made into the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerAccount under this Indenture, the Borrower Junior First Lien Notes Collateral Agent shall hold receive an Officer’s Certificate directing the Junior First Lien Notes Collateral Agent to make such deposit. (c) Pending the distribution of funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Junior First Lien Notes Collateral Agency AgreementAgent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. In addition The Company acknowledges that for so long as the Junior First Lien Notes Collateral Agent holds Cash Equivalents pending investment direction from the Company, such Cash Equivalents will be uninvested until one (1) Business Day after the Junior First Lien Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the foregoingCompany or its designee, in each case, to the Borrower agrees extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that if the proceeds no Event of Default shall have occurred and be continuing. Any gain or income on any Collateral hereunder (including the payments made investment of funds in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by Neither the Borrower for and as Trustee nor the property of the Junior First Lien Notes Collateral Agent and shall not be commingled have any liability for any loss incurred in connection with any other funds investment or property any sale, liquidation or redemption thereof made in accordance with the provisions of the Borrowerthis Section 11.08(c).

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Each Borrower agrees to deposit in its respective Collateral Accounts or, at the Lender's option, to deliver to the Lender all collections on Accounts, contract rights, chattel paper and other rights to payment constituting Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if but not the proceeds of any Collateral hereunder (including loan to Borrower as a borrower made by any party other than Lender and permitted under the payments made terms of this Agreement), and all other cash proceeds of Collateral, which the Borrower may receive immediately upon receipt thereof, in respect of the form received, except for the Borrower's endorsement when deemed necessary. Until delivered to the Lender or deposited in the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds or collections of Collateral shall be held in trust by the Borrower for and as the property of the Collateral Agent Lender and shall not be commingled with any other funds or property of the Borrower. Amounts deposited in the Collateral Accounts shall not bear interest and shall not be subject to withdrawal by the Borrower, except after full payment and discharge of all Obligations. All such collections shall constitute proceeds of Collateral and shall not constitute payment of any Obligation. Collected funds from the Collateral Accounts shall be transferred to the Lender's general account, and the Lender may deposit in its general account or in the Collateral Accounts any and all collections received by it directly from the Borrower. The Lender may commingle such funds with other property of the Lender or any other person. The Lender or the Borrower shall, after allowing two Banking Days after deposit in the Collateral Accounts, deposit such funds to the Lender's Account No. 00-28-995 at Norwest Bank ▇▇▇▇▇▇▇▇▇, NA. The Lender from time to time at its discretion shall, after allowing (i) one Banking Day after direct deposit in the Lender's Account No. 00-28-995 at Norwest ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, NA, and/or (ii) such later date as may be required for collection, apply such funds to the payment of any and all Obligations, in any order or manner of application satisfactory to the Lender. All items delivered to the Lender or deposited in the Collateral Accounts shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the Lender, or, for items deposited in the Collateral Accounts, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to the Borrower's commercial account or other account. The Borrower shall be liable as an endorser on all items deposited in the Collateral Accounts, whether or not in fact endorsed by the Borrower. (b) If a Default or Default Period exists and upon demand of the Lender, the Borrower shall establish one or more lockbox accounts as directed by the Lender with such banks or depository institutions as shall be satisfactory to the Lender and shall irrevocably direct all present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to such lockbox account. All of the Borrower's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account or any other amount constituting Collateral shall conspicuously direct that all payments be made to such lockbox and shall include such lockbox address or addresses. All payments received in such lockbox accounts shall be processed to the Collateral Accounts. (c) Amounts deposited in the Collateral Accounts shall not bear interest and shall not be subject to withdrawal by the Borrower, except after full payment and discharge of all Obligations.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Each Borrower agrees to deposit in its respective Collateral Accounts or, at the Lender's option, to deliver to the Lender all collections on Accounts, contract rights, chattel paper and other rights to payment constituting Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if but not the proceeds of any Collateral hereunder (including loan to Borrower as a borrower made by any party other than Lender and permitted under the payments made terms of this Agreement), and all other cash proceeds of Collateral, which the Borrower may receive immediately upon receipt thereof, in respect of the form received, except for the Borrower's endorsement when deemed necessary. Until delivered to the Lender or deposited in the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds or collections of Collateral shall be held in trust by the Borrower for and as the property of the Collateral Agent Lender and shall not be commingled with any other funds or property of the Borrower. Amounts deposited in the Collateral Accounts shall not bear interest and shall not be subject to withdrawal by the Borrower, except after full payment and discharge of all Obligations. All such collections shall constitute proceeds of Collateral and shall not constitute payment of any Obligation. Collected funds from the Collateral Accounts shall be transferred to the Lender's general account, and the Lender may deposit in its general account or in the Collateral Accounts any and all collections received by it directly from the Borrower. The Lender may commingle such funds with other property of the Lender or any other person. The Lender or the Borrower shall, after allowing two Banking Days after deposit in the Collateral Accounts, deposit such funds to the Lender's Account No. 6355010053 at Wells Fargo Bank, N. A. The Lender from time to time at its discre▇▇▇▇ shall, after allowing (i) one Banking Day after direct deposit in the Lender's Account No. 6355010053 at Wells Fargo Bank, N.A., and/or (ii) such later date as may be req▇▇▇▇▇ for collection, apply such funds to the payment of any and all Obligations, in any order or manner of application satisfactory to the Lender. All items delivered to the Lender or deposited in the Collateral Accounts shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the Lender, or, for items deposited in the Collateral Accounts, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to the Borrower's commercial account or other account. The Borrower shall be liable as an endorser on all items deposited in the Collateral Accounts, whether or not in fact endorsed by the Borrower. (b) If a Default or Default Period exists and upon demand of the Lender, the Borrower shall establish one or more lockbox accounts as directed by the Lender with such banks or depository institutions as shall be satisfactory to the Lender and shall irrevocably direct all present and future Account debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to such lockbox account. All of the Borrower's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account or any other amount constituting Collateral shall conspicuously direct that all payments be made to such lockbox and shall include such lockbox address or addresses. All payments received in such lockbox accounts shall be processed to the Collateral Accounts. (c) Amounts deposited in the Collateral Accounts shall not bear interest and shall not be subject to withdrawal by the Borrower, except after full payment and discharge of all Obligations.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Each Borrower agrees to deposit in its respective Collateral Account or, at the Lender's option, to deliver to the Lender all collections on Accounts, contract rights, chattel paper and other rights to payment constituting Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if but not the proceeds of any Collateral hereunder (including loan to Borrower as a borrower made by any party other than Lender and permitted under the payments made terms of this Agreement), and all other cash proceeds of Collateral, which the Borrower may receive immediately upon receipt thereof, in respect of the form received, except for the Borrower's endorsement when deemed necessary. Until delivered to the Lender or deposited in the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds or collections of Collateral shall be held in trust by the Borrower for and as the property of the Collateral Agent Lender and shall not be commingled with any other funds or property of the Borrower. Amounts deposited in the Collateral Accounts shall not bear interest and shall not be subject to withdrawal by the Borrower, except after full payment and discharge of all Obligations. All -30- such collections shall constitute proceeds of Collateral and shall not constitute payment of any Obligation. Collected funds from the Collateral Accounts shall be transferred to the Lender's general account, and the Lender may deposit in its general account or in the Collateral Accounts any and all collections received by it directly from the Borrower. The Lender may commingle such funds with other property of the Lender or any other person. The Lender from time to time at its discretion shall, after allowing (i) two Banking Days after deposit in the Collateral Accounts and/or (ii) one Banking Day after direct deposit in Lender's Account No. 00-28-995 at Norwest Ba▇▇ ▇▇▇▇▇▇▇▇▇, NA, and/or (iii) such later date as may be required for collection, apply such funds to the payment of any and all Obligations, in any order or manner of application satisfactory to the Lender. All items delivered to the Lender or deposited in the Collateral Accounts shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the Lender, or, for items deposited in the Collateral Accounts, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to the Borrower's commercial account or other account. The Borrower shall be liable as an endorser on all items deposited in the Collateral Accounts, whether or not in fact endorsed by the Borrower. (b) If a Default or Default Period exists and upon demand of the Lender, the Borrower shall establish one or more lockbox accounts as directed by the Lender with such banks or depository institutions as shall be satisfactory to the Lender and shall irrevocably direct all present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to such lockbox account. All of the Borrower's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account or any other amount constituting Collateral shall conspicuously direct that all payments be made to such lockbox and shall include such lockbox address or addresses. All payments received in such lockbox accounts shall be processed to the Collateral Accounts.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Borrower shall, and shall cause each Credit Party to, provide Agent [***] prior written notice before establishing any Collateral Agency AgreementAccount at or with any bank or financial institution. In addition, it has caused to be established for each Collateral Account that any Credit Party at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account any time maintains (and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with any such Collateral Account established after the Closing Date, prior to opening such Collateral Account), Borrower shall, and shall cause each Credit Party to, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Project Document shall be made directly Collateral Account to the perfect Agent’s Lien in such Collateral Agent for deposit to the Revenue Account in accordance with the terms hereunder, which Control Agreement, inter alia, (a) provides that, upon written notice from Agent, such bank or financial institution shall comply with instructions originated by Agent directing disposition of the funds in such Collateral Agency AgreementAccount without further consent by Borrower and (b) may not be terminated without prior written consent of Agent. IfThe provisions of the previous sentence shall not apply to any Excluded Deposit Account; provided, notwithstanding the foregoinghowever, any such payment or proceeds are remitted directly to the Borrower, the that at all times Borrower shall maintain one (1) or more separate Deposit Accounts to hold such funds in trust any and all amounts to be used for the Collateral Agent payroll, payroll taxes and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoingother employee wage and benefit payments, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled commingle any monies allocated for such purposes with funds in any other Deposit Account. (b) So long as the ATM Facility Account remains open, Borrower shall cause all funds or property (if any) in excess of [***] held in the BorrowerATM Facility Account to be transferred into a Collateral Account subject to a Control Agreement by the close of business on the [***] after the funds held in the ATM Facility Account exceeded [***]; provided that upon the occurrence and during the continuation of any Event of Default, upon Agent’s request, Borrower shall cause all funds on deposit in the ATM Facility Account to be transferred into a Collateral Account subject to a Control Agreement at the end of each Business Day.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Borrower will irrevocably direct all present and future Account Debtors and other Persons obligated to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all make payments constituting Project Revenues due or Collateral to become due to the Borrower under or in connection with each make such Project Document shall be made payments directly to the Collateral Agent for deposit Account. All of Borrower's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Borrower or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Revenue Collateral Account in accordance with and shall include the terms of address for the Collateral Agency AgreementAccount. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly instructions to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such Account Debtors to make payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for Account, Borrower receives any payments, Borrower shall deposit to such payments into the Reserve Collateral Account. Until so deposited, Borrower shall hold all such proceeds shall be held payments in trust by the Borrower for and as the property of the Collateral Agent Lender and shall not be commingled commingle such payments with any of its other funds or property property. Commencing sixty (60) days after the Closing Date, to the extent any Account Debtor does not make a payment directly to the Collateral Account, Borrower shall pay Lender a fee equal to five percent (5%) of the amount of such payment not so remitted to the Collateral Account with a minimum fee of $25 per payment. (b) All deposits in the Collateral Account shall constitute Proceeds. Lender from time to time at may apply deposited funds in the Collateral Account to the payment of the Obligations, in any order or manner of application satisfactory to Lender. (c) All items deposited in the Collateral Account shall be subject to final payment. If any such item is returned uncollected, Borrower will immediately pay Lender, or, for items deposited in the Collateral Account, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to Borrower's commercial account or other account at such bank. Borrower shall be liable as an endorser on all items deposited in the Collateral Account, whether or not in fact endorsed by Borrower.

Collateral Accounts. The Borrower and Administrative Agent hereby confirm that, following the execution of this Agreement, a special, separate deposit account (the “Payments Account”) and a sub-account thereof (the “Debt Service Account”), each in the name of, and under the sole dominion and control of, the Administrative Agent will be established with DBTCA, solely for the purposes set forth herein. The Borrower hereby authorizes and agrees and the Administrative Agent agrees, that until (i) the Payments Accounts and the Debt Service Account have been established, and (ii) the Account Agreement has been executed and delivered by each of the parties thereto pursuant to Section 8.1(2), the account with Deutsche Bank, ABA #▇▇▇▇▇▇▇▇▇, Commercial Loan Division, bearing account number AC#▇▇▇▇▇▇▇▇ Re: CNL Hospitality Term (10/04) (the “Suspense Account,” and with the Payments Account and the Debt Service Account, the “Collateral Accounts”) shall substitute for the Payments Account and Debt Service Account and all amounts contemplated to be transferred, deposited or disbursed to or from the Payments Account or Debt Service Account under this Article VIII shall instead be transferred, deposited or disbursed to, from or within the Suspense Account in the amounts required under this Agreement as if the Payments Account and Debt Service Account were in use hereunder. Each such transfer, deposit or disbursement shall be credited or debited to the Payments Account or Debt Service Account, as applicable, on the records of the Suspense Account. Upon the establishment of the Payments Account and the Debt Service Account and the execution and delivery of the Account Agreement by each of the parties thereto pursuant to Section 8.1(2), amounts on deposit in the Suspense Account for the credit of each such respective account shall be transferred to such account. Borrower hereby agrees and confirms that to the Administrative Agent (a) and shall agree and confirm to DBTCA pursuant to the Collateral Agency Account Agreement, ) that it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name no dominion or control whatsoever of the Collateral Agent and (b) it has instructed (or, on Accounts or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due any funds or to become due to the Borrower under or amounts in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, and Borrower hereby disclaims any and all rights of any nature whatsoever to control or otherwise direct or make any claim against the Borrower shall as promptly as possible transfer such Proceeds to funds or other amounts in the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with Accounts at any other funds or property of the Borrowertime.

Collateral Accounts. The Borrower agrees and confirms that (a) Each of the Administrative Agent and the Indenture Trustee shall establish and maintain two accounts into which it shall deposit all amounts received by it in its capacity as Administrative Agent or Indenture Trustee, as the case may be (and not in any other capacity), in respect of the Shared Collateral upon an Event of Default, including all monies received on account of any sale of or other realization upon any of the Shared Collateral pursuant to the Collateral Agency Agreement, Pledge Agreement to which it has caused is a party. One of the two accounts of such person referred to in the preceding sentence shall be established at the Collateral Agent and maintained by each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account Administrative Agent and the Revenue Account, in each case in Indenture Trustee for the name benefit of the Credit Agreement Parties in respect of the Outstanding Credit Agreement Obligations (each a "Credit Agreement Collateral Agent Account", and (b) it has instructed (orcollectively the "Credit Agreement Collateral Accounts"), on or before and the effectiveness of each Project Document that is entered into after the date hereof, will instruct) second account shall be established and maintained by each of the other parties Administrative Agent and the Indenture Trustee for the benefit of the Senior Note Creditors (each a "Senior Note Collateral Account", and collectively, the "Senior Note Collateral Accounts", and, together with the Credit Agreement Collateral Accounts, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Administrative Agent or the Indenture Trustee, as the case may be, subject to the Project Documents terms hereof and of the Pledge Agreement to which it is a party, it being understood that all payments constituting Project Revenues due or to become due any such amounts may be released to the Borrower under or in connection with each such Project Document shall be made directly to the extent required by the applicable Pledge Agreement (any amounts so released to be released from the respective Collateral Agent for deposit to the Revenue Account Accounts pro rata in accordance with the terms aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in either Credit Agreement Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Collateral Agency Agreement. IfCompanies shall have any rights with respect to, notwithstanding and the foregoingAdministrative Agent or the Indenture Trustee, any such payment or proceeds are remitted directly to as the Borrowercase may be, shall have exclusive dominion and control over, the Borrower Collateral Accounts. (b) Except as set forth in paragraphs (d) and (g) below, all amounts that the Administrative Agent or the Indenture Trustee, as the case may be, is required at any time to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall hold such funds in trust for be allocated as among, and deposited in, the applicable Credit Agreement Collateral Agent Account and shall promptly remit such payments for deposit to the Revenue applicable Senior Note Collateral Account pro rata in accordance with the aggregate amount of Outstanding Credit Agreement Obligations and Outstanding Senior Note Obligations. (c) Each of the Administrative Agent and the Indenture Trustee shall establish sub-accounts in its Credit Agreement Collateral Agency AgreementAccount with respect to each outstanding Letter of Credit. In addition to All amounts deposited in the foregoing, the Borrower agrees that if the proceeds of any Credit Agreement Collateral hereunder (including the payments made Account in respect of Letters of Credit shall be allocated among, and deposited in, the respective sub-accounts therein pro rata in accordance with the Unfunded L/C Exposure with respect to the related Letters of Credit. If, on or after the date on which any funds are deposited in the Credit Agreement Collateral Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Administrative Agent shall apply any funds in the sub-account with respect to such Letter of Credit to the reimbursement of such L/C Disbursement as if such reimbursement were being made by the Borrower pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing plus accrued and unpaid interest thereon from the date of draw to the date of payment). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded L/C Exposure thereunder (other than as a result of an L/C Disbursement), the amount of funds in the sub-account with respect to such Letter of Credit (or, in the case of any partial reduction in the amount of Unfunded L/C Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so released shall be allocated among, and deposited in, the Credit Agreement Collateral Account and the Senior Note Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Credit Agreement Obligations and Outstanding Senior Note Obligations, respectively, at such time. (e) Each of the Administrative Agent and the Indenture Trustee shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the reasonable out-of-pocket costs and expenses incurred by such person in administering and carrying out their respective obligations under this Agreement or the Pledge Agreements, in exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which such person is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts that have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; provided, however, that any such application shall be allocated as among the Credit Agreement Collateral Account (provided that the aggregate amounts deposited in the Credit Agreement Collateral Account in respect of Letters of Credit shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the Senior Note Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. Each of the Administrative Agent and the Indenture Trustee shall reimburse any Credit Agreement Party or Senior Note Creditor, as the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(d) by such Credit Agreement Party or Senior Note Creditor by application of funds in the Collateral Accounts in the same manner as provided in the proviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Administrative Agent and the Indenture Trustee in the Collateral Accounts (or sub-account therein) from which distributions are to be paid in respect of such Outstanding Obligations. (g) If, at any time that the Administrative Agent or the Indenture Trustee receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) shall be received by itor other claims in respect of any indemnification or expense reimbursement obligations of any of the Companies under any of the Senior Credit Documents (collectively, "Reimbursement Obligations"), then, prior to allocating such amounts among the Collateral Accounts, the Borrower shall Administrative Agent or the Indenture Trustee, as promptly as possible transfer such Proceeds applicable, shall, to the Collateral Agent for deposit extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the Reserve Account. Until event that the amount to be so deposited, applied is insufficient to pay all such proceeds shall be held Reimbursement Obligations in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrowerfull).

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the The Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account shall establish and the Revenue Account, maintain at its principal banking office in each case New York City four accounts into which it shall (except as otherwise explicitly provided in the name of the any Support Document) deposit all amounts received by it in its capacity as Collateral Agent (and (bnot in any other capacity) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be or pursuant to enforcement of the Guarantee Agreement upon an Actionable Default, including all monies received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property on account of any sale of or other realization upon any of the Collateral Agent pursuant to any Security Document; PROVIDED, HOWEVER, that notwithstanding any other provision of this Agreement, amounts that Chase shall receive on account of the Outstanding Credit Agreement Obligations in its capacity as Agent, and not through enforcement of the Guarantee Agreement upon an Actionable Default or through the sale of or other realization upon any Collateral as provided herein and in the Security Documents, shall be distributed by it in accordance with the provisions of the Credit Agreement and shall not be commingled deposited in the Collateral Accounts. One of the four accounts referred to in the preceding sentence shall be established and maintained for the benefit of the Credit Agreement Creditors in respect of the Outstanding Revolving Credit Facility Obligations (the "REVOLVING CREDIT FACILITY COLLATERAL ACCOUNT"), the second shall be established and maintained for the benefit of the Credit Agreement Creditors in respect of the Outstanding Term Facility Obligations (the "TERM FACILITY COLLATERAL ACCOUNT"), the third account shall be established and maintained for the benefit of the Tranche A Exchange Note Purchasers (the "TRANCHE A EXCHANGE NOTE PURCHASE AGREEMENT COLLATERAL ACCOUNT") and the fourth shall be established and maintained for the benefit of the LOC Creditors (the "LETTER OF CREDIT COLLATERAL ACCOUNT" and, together with the Revolving Credit Facility Collateral Account, the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account, the "COLLATERAL ACCOUNTS"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Support Documents, it being understood that any such amounts may be released to the Company to the extent required by any of the Security Documents (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with the aggregate amounts deposited in such accounts during the term of this Agreement; PROVIDED, HOWEVER, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). The Company, TA, National and TAFSI shall have no rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts. (b) Except as set forth in paragraphs (d), (g) and (h) below, and subject to the provisions of paragraph (h) below, all amounts that the Collateral Agent is required at any time to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated between, and deposited in, the Revolving Credit Facility Collateral Account, the Term Facility Collateral Account, the Tranche A Exchange Note Purchase Agreement Collateral Account and the Letter of Credit Collateral Account pro rata in accordance with the aggregate amount of Outstanding Revolving Credit Facility Obligations, Outstanding Term Facility Obligations, Outstanding Tranche A Exchange Note Purchase Agreement Obligations and Unfunded LOC Exposure, respectively, at such time. (c) The Collateral Agent shall establish sub-accounts in the Letter of Credit Collateral Account with respect to each outstanding Letter of Credit. All amounts deposited in the Letter of Credit Collateral Account shall be allocated between, and deposited in, the respective sub-accounts therein pro rata in accordance with the Unfunded LOC Exposure with respect to the related Letters of Credit. If, on or after the date on which any funds are deposited in the Letter of Credit Collateral Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Collateral Agent shall, upon the written request of the Agent, apply any funds in the sub-account with respect to such Letter of Credit to the reimbursement of such LC Disbursement as if such reimbursement were being made by the Company pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded LOC Exposure thereunder (other than as a result of an LC Disbursement), the amount of funds or property in the sub-account with respect to such Letter of Credit (or, in the case of any partial reduction in the amount of Unfunded LOC Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so released shall be allocated between, and deposited in, the Revolving Credit Facility Collateral Account, the Term Facility Collateral Account, the Tranche A Exchange Note Purchase Agreement Collateral Account and the Letter of Credit Collateral Account pro rata in accordance with the aggregate amount of the BorrowerOutstanding Revolving Credit Facility Obligations, Outstanding Term Facility Obligations, Outstanding Tranche A Exchange Note Purchase Agreement Obligations and Unfunded LOC Exposure, respectively, at such time. (e) The Collateral Agent shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the out-of-pocket costs and expenses (including reasonable attorney fees and disbursements) incurred by the Collateral Agent in administering and carrying out its obligations under this Agreement or any of the Support Documents, in exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which the Collateral Agent is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts which have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; PROVIDED, HOWEVER, that any such application shall be allocated as between the Revolving Credit Facility Collateral Account, Term Facility Collateral Account, the Letter of Credit Collateral Account (provided that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the Tranche A Exchange Note Purchase Agreement Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. The Collateral Agent shall reimburse any Credit Agreement Creditor or Tranche A Exchange Note Purchaser, as the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any amounts expended with respect to any indemnity provided in accordance with Section 5.03(e) by such Credit Agreement Creditor or Tranche A Exchange Note Purchaser by application of funds in the Collateral Accounts in the same manner as provided in the proviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Collateral Agent in the Collateral Account (or sub-account therein) from which distributions are to be paid in respect of such Outstanding Obligations. (g) If, at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other claims in respect of any indemnification or expense reimbursement obligations of the Company, TA, National or TAFSI under any of the Credit Transaction Documents (collectively, "REIMBURSEMENT OBLIGATIONS"), then, prior to allocating such amounts among the Collateral Accounts, the Collateral Agent shall, to the extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the event that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full); PROVIDED, HOWEVER, that the aggregate cumulative amount applied pursuant to this paragraph (g) to pay Reimbursement Obligations to Participating Creditors (other than the Collateral Agent or otherwise in respect of amounts referred to in paragraph (e) above) shall not exceed $4,000,000. (i) If, at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts in respect of any Mortgaged Property and the related Mortgage omits as a secured obligation the Outstanding Revolving Credit Facility Obligations (including Letters of Credit) (each such Mortgage being a "PARTIAL MORTGAGE"), then, (A) all such amounts that the Collateral Agent is required to deposit in the respective Collateral Accounts pursuant to paragraph (a) above shall be allocated between, and deposited in, the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Term Facility Obligations and the Outstanding Tranche A Exchange Note Purchase Agreement Obligations and (B) none of the amounts so deposited in the Term Facility Collateral Account and the Tranche A Exchange Note Purchase Agreement Collateral Account shall be deposited in the Revolving Credit Facility Collateral Account or the Letter of Credit Collateral Account pursuant to Section 4.02(b) or 4.02(c), respectively.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused The Administrative Agent will cause to be established at a banking institution to be selected by the Administrative Agent a cash collateral account (the “Default Collateral Agent each Account”), into which there shall be deposited from time to time upon the occurrence and during the continuance of an Event of Default the cash proceeds of any of the Construction Account, Construction Payment Subaccount, Punchlist Retention SubaccountPledged Collateral required to be delivered to the Administrative Agent pursuant hereto. The balance from time to time in the Default Collateral Account shall constitute part of the Pledged Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Operating AccountAdministrative Agent shall remit the collected balance standing to the credit of the Default Collateral Account to or upon the order of the Obligor as the Obligor shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Debt Service Reserve AccountAdministrative Agent may (and, if instructed by the Debt Service Accrual AccountRequired Lenders, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the Insurance Proceeds Account, balance from time to time standing to the Income Tax Reserve Account, credit of the Distribution Default Collateral Account and to the Revenue Account, in each case payment of the Secured Obligations in the name of manner specified in Section 5.08. The balance from time to time in the Default Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document Account shall be made directly subject to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreementwithdrawal only as provided herein. In addition to the foregoing, the Borrower Obligor agrees that that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Pledged Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall Obligor shall, upon the request of the Administrative Agent, as promptly as possible transfer deposit such Proceeds to proceeds into the Default Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower Obligor for and as the property of the Collateral Administrative Agent and shall not be commingled with any other funds or property of the BorrowerObligor. The Default Collateral Account shall be established in the name of the Obligor, but under the exclusive dominion and control of the Administrative Agent. (b) The Administrative Agent will cause to be established at a banking institution to be selected by the Administrative Agent a cash collateral account (the “LC Collateral Account”), into which there shall be deposited from time to time amounts required to be deposited to such account pursuant to Section 2.6.13 of the Credit Agreement. The balance from time to time in the LC Collateral Account shall constitute part of the Pledged Collateral hereunder and shall be held by the Administrative Agent in the first instance for the LC Exposure under the Credit Agreement and thereafter for the payment of the Secured Obligations. The LC Collateral Account shall be established in the name of the Obligor, but under the exclusive dominion and control of the Administrative Agent. (c) The Administrative Agent will cause to be established at a banking institution to be selected by the Administrative Agent a cash collateral account (the “Disposition Proceeds Account”), into which the Obligor shall deposit the Net Cash Proceeds of Dispositions with respect to the Collateral Parties and the Subsidiaries of the Collateral Parties in excess of $100,000,000, in the aggregate, as to which a prepayment of the Loans has not yet been made in accordance with Section 3.1.2(a) of the Credit Agreement, and the Obligor agrees that, immediately upon the occurrence of a Current Disposition, which, together with all prior Dispositions, yields Net Cash Proceeds in excess of $100,000,000, in the aggregate, it shall as promptly as possible deposit such proceeds into the Disposition Proceeds Account. Such Net Cash Proceeds shall be held in the Disposition Proceeds Account pending prepayment of the Loans (and/or Cash Collateralize LC Exposure) and the termination of the Commitments or the making of investments, in each case, in accordance with Section 3.1.2(a) of the Credit Agreement. The balance from time to time in the Disposition Proceeds Account shall constitute part of the Pledged Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing to the credit of the Disposition Proceeds Account with respect to any Current Disposition (i) to or upon the order of the Obligor to make Investments with the Net Cash Proceeds (or any portion thereof) of such Current Disposition as contemplated by Section 3.1.2(a) of the Credit Agreement or (ii) to or upon the order of the Obligor to the extent that the Net Cash Proceeds (or any portion thereof) of such Current Disposition are not required to be applied to prepayment of the Loans on the related Mandatory Prepayment Date in accordance with Section 3.1.2(d) of the Credit Agreement; provided that investment earnings on Permitted Investments credited to the Disposition Proceeds Account shall be remitted to or upon the direction of the Obligor at the request of the Obligor. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Required Lenders, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Disposition Proceeds Account (including, without limitation, investment earnings on Permitted Investments) to the payment of the Secured Obligations in the manner specified in Section 5.08. The balance from time to time in the Disposition Proceeds Account shall be subject to withdrawal only as provided herein. The Disposition Proceeds Account shall be established in the name of the Obligor, but under the exclusive dominion and control of the Administrative Agent. (d) The Obligor shall establish the Big Four Revenue Account into which cash and Permitted Investments received from the Big Four Companies shall be deposited or credited pursuant to Section 5.03(b). Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing to the credit of the Big Four Revenue Account to or upon the order of the Obligor as the Obligor shall from time to time instruct. However, at any time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Required Lenders, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Big Four Revenue Account to the payment of the Secured Obligations in the manner specified in Section 5.08. The balance from time to time in the Big Four Revenue Account shall be subject to withdrawal only as provided herein. In addition to the foregoing, the Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the any amounts required to be deposited into the Big Four Revenue Account hereunder shall be received by it, the Obligor shall, upon the request of the Administrative Agent, as promptly as possible deposit such proceeds into the Big Four Revenue Account. Until so deposited, all such proceeds shall be held in trust by the Obligor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Obligor. The Big Four Revenue Account shall be established in the name of the Obligor, but under the exclusive dominion and control of the Administrative Agent. (e) Each Collateral Account shall be a “securities account” (as defined in Section 8-501(a) of the UCC) and, to the extent that credit balances not constituting “financial assets” (as defined in Section 8-102(a)(9) of the UCC) are credited thereto, a “deposit account” (as defined in Section 9-102(a)(29) of the UCC).

Collateral Accounts. The Borrower agrees and confirms that (a) On and after the Closing Date, the Borrower will maintain the Collateral Accounts pursuant to the Collateral Agency terms of this Agreement, it has caused and will ensure that each Collateral Account (except with respect to be established at the Collateral Agent each Available Cash Account) and any other deposit account or securities account of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account Borrower or its Subsidiaries in effect from time to time is subject to a Control Agreement in accordance with Section 5.20 and the Revenue Account, in each case in the name terms of the Collateral Agent and Agreement. (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into On and after the date hereofClosing Date, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under will deposit, or in connection with each such Project Document shall use reasonable best efforts to cause to be made directly to deposited, as soon as practicable following the Collateral Agent for deposit to receipt thereof, all Available Cash into the Revenue Available Cash Account in accordance with the terms of this Agreement. (c) On and after the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerClosing Date, the Borrower shall hold will deposit, or use reasonable best efforts to cause to be deposited, as soon as practicable following the receipt thereof, all other amounts required to be deposited into a Collateral Account into such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the terms of this Agreement. (d) On and after the Second Amendment Effective Date each Obligor shall (1) maintain Collateral Agency Agreement. In addition Accounts in a manner satisfactory to the foregoingLead Lenders, (2) to the Borrower agrees that if extent such Obligor receives any payment provided with respect to a Master Services Agreement, direct all counterparty payors with respect to such payments to deposit such funds directly into such accounts in a manner satisfactory to the proceeds Lead Lenders and (3) to deposit within three (3) Business Days after receipt thereof, or in the case of any counterparty to a Master Services Agreement who deposits such funds to an account other than a Collateral hereunder (including Account despite instructions to deposit such funds in a Collateral Account, cause to be deposited, following the payments made receipt thereof, all other amounts required to be deposited into a Collateral Account in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds a manner satisfactory to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerLead Lenders.

Collateral Accounts. The Borrower agrees Collateral Agent shall establish and confirms that maintain three accounts into which it shall (aexcept as otherwise explicitly provided in any Security Document) deposit all amounts received by it in its capacity as Collateral Agent (and not in any other capacity) in respect of the Collateral upon an Actionable Default, including all monies received on account of any sale of or other realization upon any of the Collateral pursuant to any Security Document and all amounts allocated from the Special Collateral Agency Account pursuant to Section 7.2; provided, however, that notwithstanding any other provision of this Agreement, it has caused to be established at if the Collateral Agent each of the Construction Account(i) shall be a Bank Creditor, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of amounts that the Collateral Agent shall receive on account of the Outstanding Credit Agreement Obligations in its capacity as a Bank Creditor, and not through the sale of or other realization upon any Collateral as provided herein and in the Security Documents, shall be distributed by it in accordance with the provisions of the Credit Agreement and shall not be deposited in the Collateral Accounts and (bii) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to a Noteholder, amounts that the Collateral Agent for deposit to shall receive on account of the Revenue Account Outstanding Note Agreement Obligations in its capacity as Noteholder, and not through the sale of or other realization upon any Collateral as provided herein and in the Security Documents, shall be distributed by it in accordance with the terms of the Note Agreement and shall not be deposited in the Collateral Agency AgreementAccounts. IfOne of the three accounts referred to in the preceding sentence shall be established and maintained for the benefit of the Bank Creditors in respect of the Outstanding Credit Agreement Obligations (the "Credit Agreement Collateral Account"), notwithstanding the foregoingsecond account shall be established and maintained for the benefit of the Noteholders (the "Note Agreement Collateral Account") and the third such account shall be established and maintained for the benefit of the LOC Creditors (the "Letter of Credit Collateral Account" and, together with the Credit Agreement Collateral Account and the Note Agreement Collateral Account, the "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Security Documents, it being understood that any such payment or proceeds are remitted directly amounts may be released to any Obligor to the Borrowerextent required by any of the Security Documents (any amounts so released to be released from the respective Collateral Accounts pro rata in accordance with the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such account pursuant to paragraph (d) below). The Obligors shall have no rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, the Borrower shall hold such funds in trust for Collateral Accounts. Prior to the liquidation of any Collateral by the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if allocation of the proceeds of any such Collateral hereunder (including the payments made in respect of to the Collateral Accounts) , such Collateral shall be received held by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property ratable benefit of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerParticipating Creditors.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to Each of ING and each Subordinated Debt Holder agrees that the sale of the Units and the deposit of the Proceeds in the Collateral Agency Accounts as contemplated in the Offering Memorandum and the Security Documents, and the execution, delivery and performance of this Agreement, it has caused to be established at shall not constitute a default or event of default, with or without notice or the Collateral Agent each passage of time or both, under either the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, Credit Facility or the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and Subordinated Notes. (b) it has instructed In the event any principal payment shall become due with respect to the Notes, whether as a result of a Mandatory Redemption, a purchase of the Notes by the Company following a Change of Control or upon acceleration of the Notes following an Event of Default, the Collateral shall be disbursed to the Trustee, for the ratable benefit of the Noteholders, and shall be applied first to the payment of any and all Obligations of the Company under the Notes and the Security Documents (orthe "Note Obligations") and, on or before the effectiveness of each Project Document that is entered into only after the date hereofNote Obligations have been paid and discharged in full, will instruct) each next to the payment of any ING Obligations and last to any obligations of the other parties Company to the Project Documents that Subordinated Debt Holders under the Subordinated Notes (the ING Obligations and the Subordinated Debt being collectively referred to herein as the "Existing Secured Debt"). (c) Any and all payments constituting Project Revenues due or to become due to determinations regarding the Borrower under or in connection with each such Project Document exercise of remedies against the Collateral shall be made directly by the Trustee at the direction of the holders of a majority of the outstanding principal amount of the Notes. (d) Each of ING and each Subordinated Debt Holder agrees that (i) it shall have no security interest in the Collateral, irrespective of the terms and provisions of any pledge or security agreements heretofore entered into by it and the Company and any Subsidiary with respect to the Collateral Existing Secured Debt, or the recording or filing of any financing statements or other recordings or filings with respect to such obligations of the Company, and (ii) at all times, it shall refrain from taking any action to foreclose upon, take possession of, liquidate or otherwise proceed against the Collateral, except after all of the Note Obligations have been paid and discharged in full or with the prior written consent of the holders of a majority of the outstanding principal amount of the Notes. (e) As used herein, "Shortfall Obligations" means (i) any claim against the Company by the Trustee, the Disbursement Agent or the Noteholders (or any person acting for deposit their benefit) for any portion of the Note Obligations which has not been or cannot be satisfied by means of recourse to the Revenue Account in accordance with the terms Collateral, and (ii) any obligation of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly Company to the BorrowerTrustee, the Borrower shall hold such Disbursement Agent or the Noteholders (or any person acting for their benefit) to deposit additional funds in trust for into the Collateral Agent Accounts or otherwise provide collateral or funds from any source other than the proceeds from the sale of the Notes, and shall promptly remit such payments for deposit to (iii) any claim of any kind by the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoingTrustee, the Borrower agrees that if Disbursement Agent or the proceeds of Noteholders (or any Collateral hereunder (including the payments made in respect person acting for their benefit) against any subsidiary of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerCompany.

Collateral Accounts. The Borrower agrees and confirms that (a) On the Issue Date, the Issuer shall deposit funds from the net proceeds of the issuance of the Initial Securities in an amount sufficient to fund the purchase of the Existing Convertible Notes in the Tender Offers (assuming that all Existing Convertible Notes will be tendered in the Tender Offers), including the payment of accrued but unpaid interest thereon, directly into the Tender Offer Collateral Account, which together with any money or other property from time to time therein, shall constitute part of the Collateral. Such proceeds shall only be available to the Issuer, the Company or any Restricted Subsidiary and shall be released from the Tender Offer Collateral Account: (i) to purchase the Existing Convertible Notes in the Tender Offers; (ii) if any Existing Convertible Notes remain outstanding after the completion of the Tender Offers, (A) to repurchase, redeem, defease, retire, pay the principal of or otherwise acquire for value any remaining Existing Convertible Notes or (B) to make payments of cash dividends to the Company in an amount sufficient to enable the Company to repurchase, redeem, defease, retire, pay the principal of or otherwise acquire for value any such Existing Convertible Notes (provided that such payment be applied directly to such repurchase, redemption, defeasance, retirement, acquisition for value or payment of principal); and (iii) (x) following expiration of the May 15, 2010 put rights of the holders of the 3.0% Convertible Senior Notes due 2027, to the extent the holders thereof do not exercise their put rights pursuant to the Collateral Agency Agreementterms of such notes, it has caused to be established at the Collateral Agent each related amounts for general corporate purposes by the Issuer and (y) following expiration of the Construction AccountJanuary 15, Construction Payment Subaccount, Punchlist Retention Subaccount2011 put rights of the holders of the 4.875% Senior Convertible Senior Notes due 2018 to the extent the holders thereof do not exercise their put rights pursuant to the terms of such notes, the Operating related amounts and any remaining funds for general corporate purposes by the Issuer. Prior to any release of funds from the Tender Offer Collateral Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of Issuer shall provide an Officers’ Certificate to the Collateral Agent and the party with control over such Tender Offer Collateral Account stating the use of such funds and confirming that such use complies with this Indenture. (b) it has instructed (orThe Trustee and Collateral Agent, on or before as applicable, are authorized to receive any funds for the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each benefit of the other parties Holders distributed under, and in accordance with, the Security Documents, and to make further distributions of such funds to the Project Documents that all payments constituting Project Revenues due or to become due Holders according to the Borrower under or provisions of this Indenture and the Security Documents. (c) Pending the distribution of funds in connection with each such Project Document shall be made directly to the Tender Offer Collateral Agent for deposit to the Revenue Account in accordance with the terms provisions hereof and provided that no Event of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the BorrowerDefault shall have occurred and be continuing, the Borrower shall hold Issuer may direct the party with control over such Tender Offer Collateral Account to invest such funds in trust for Temporary Cash Investments specified in such direction, such investments to mature by the Collateral Agent times such funds are needed hereunder and such direction to certify that such funds constitute Temporary Cash Investments and that no Event of Default shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreementhave occurred and be continuing. In addition to the foregoingSo long as no Event of Default shall have occurred and be continuing, the Borrower agrees that if Issuer may direct the proceeds party with control over such Tender Offer Collateral Account to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Tender Offer Collateral hereunder (including the payments made in respect of the Collateral Accounts) Account shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds credited to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.such

Collateral Accounts. The Borrower agrees and confirms that (a) Borrowers shall notify Collateral Agent promptly of: (i) the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor which, in the aggregate, exceed $150,000, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) to any Loan Parties’ knowledge, the bankruptcy or insolvency (voluntary or involuntary), or winding up or liquidation, of any Account Debtor, or any Account Debtor shall make a general assignment for the benefit of creditors or shall become unable or fail generally to pay its debts as they become due and (iii) any material change in the credit policies of a Borrower or any Guarantor without the prior consent of the Collateral Agent. Borrowers hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Agent. So long as no Event of Default exists or has occurred and is continuing, Borrowers may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances. (b) With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agent or schedule thereof delivered to Collateral Agent shall be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agent pursuant to the Collateral Agency Agreementterms of this Agreement or any applicable Security Document (to the extent so required), it has caused (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before promptly reflected in the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each reporting of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account Borrowing Base, in accordance with the terms of this Agreement, and (iv) none of the Collateral Agency Agreement. Iftransactions giving rise thereto will violate any applicable laws or regulations, notwithstanding the foregoing, any all documentation relating thereto will be legally sufficient under such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold laws and regulations and all such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account documentation will be legally enforceable in accordance with its terms. (c) Collateral Agent shall have the right at any time or times, in Collateral Agency AgreementAgent’s name or in the name of a nominee of Collateral Agent, to verify the validity, amount or any other matter relating to any Account or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. In addition to To facilitate the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect exercise of the Collateral Accounts) shall be received by itright described in the immediately preceding sentence, the each Borrower shall as promptly as possible transfer such Proceeds hereby agrees to the provide Collateral Agent for deposit to upon request the Reserve Account. Until so deposited, all name and address of each Account Debtor of such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.

Collateral Accounts. The Borrower agrees Notwithstanding anything to the contrary contained herein but subject to Legal Requirements, after the occurrence and confirms during the continuance of an Event of Default, the rights of Borrowers and each and every other Person (excluding Agent) with respect to the Collateral Accounts, upon notice to Borrowers, shall immediately terminate, and no such Person (excluding Agent) shall make any further withdrawal therefrom. Thereafter, Agent may from time to time designate such signatories with respect to the Collateral Accounts as Agent may desire, and may make or authorize withdrawals from the Collateral Accounts to pay the Obligations in whole or in part and/or pay operating expenses and capital expenditures with respect to the Mortgaged Property and/or any other expenses, all as Agent may deem necessary or appropriate and in such order as Agent may elect. Agent may notify the financial institutions in which any Collateral Account is held that (a) Borrowers no longer have a right to instruct such financial institution with respect to matters relating to the withdrawal, operation or administration of, or investment or application of funds on deposit in such Collateral Account. Without limiting the foregoing, Agent shall have the right to cause the withdrawal of all funds on deposit in any Collateral Account and the deposit of such funds in an account established with Agent at any time following receipt by the financial institution in which such Collateral Account is held of a notice from Agent pursuant to the Account Agreement with respect to such Collateral Agency AgreementAccount, it has caused and Borrowers hereby authorize and direct such financial institutions to be established at the Collateral make payment directly to Agent each of the Construction Accountfunds in or credited to such accounts, Construction Payment Subaccount, Punchlist Retention Subaccount, or such part thereof as Agent may request. Such financial institution shall have the Operating Account, absolute right to rely upon such notice without inquiring as to the Debt Service Reserve Account, accuracy of the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account matters referred to in such notice and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document depositories shall be made directly to the Collateral Agent for deposit to the Revenue Account 49289660 fully protected by Borrowers in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any relying upon such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreementnotice from Agent. In addition the event that Agent delivers such a notice, Agent shall thereafter have the exclusive right to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made so instruct such financial institution. Nothing in respect of the Collateral Accounts) this Section 7.5 shall be received by it, the Borrower shall construed so as promptly as possible transfer such Proceeds to the Collateral Agent for deposit limit or impair Agent’s absolute right to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property have a receiver appointed following an Event of the Collateral Agent and shall not be commingled with any other funds or property of the BorrowerDefault.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant Each Borrower will irrevocably direct all present and future Account Debtors and other Persons obligated to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all make payments constituting Project Revenues due or Collateral to become due to the Borrower under or in connection with each make such Project Document shall be made payments directly to the Collateral Agent for deposit Account until such time as the Obligations are paid in full and this Agreement has been irrevocably termintaed. All of Borrowers' invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Borrowers or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Revenue Collateral Account in accordance with and shall include the terms of address for the Collateral Agency AgreementAccount. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly instructions to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such Account Debtors to make payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for Account, any Borrower receives any payments, such Borrower shall deposit to such payments into the Reserve Collateral Account. Until so deposited, such Borrower shall hold all such proceeds shall be held payments in trust by the Borrower for and as the property of the Collateral Agent Lender and shall not be commingled commingle such payments with any of its other funds or property property. Commencing one hundred and twenty (120) days after the Closing Date, to the extent any Account Debtor does not make a payment directly to the Collateral Account, Borrowers shall pay Lender a fee equal to five percent (5%) of the amount of such payment not so remitted to the Collateral Account with a minimum fee of $25 per payment. (b) All deposits in the Collateral Account shall constitute Proceeds. The proceeds shall be applied to the Loans at such times as set forth in Paragraph 9(b) hereof, Lender from time to time at may apply deposited funds in the Collateral Account to the payment of the Obligations, in any order or manner of application satisfactory to Lender. In the absence of an Event of Default, payments shall be applied to amounts then due and payable in the following order: (1) to fees and expenses reimbursable hereunder; (2) to interest on the Loans; (3) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Section 19, ratably to the aggregate, combined principal balance of the Loans and outstanding Letter of Credit Obligations; and (4) to all other Obligations. (c) All items deposited in the Collateral Account shall be subject to final payment. If any such item is returned uncollected, Borrowers will immediately pay Lender, or, for items deposited in the Collateral Account, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to Borrowers' commercial account or other account at such bank. Borrowers shall be liable as an endorser on all items deposited in the Collateral Account, whether or not in fact endorsed by Borrower. (d) All amounts in the Collateral Account in excess of the then existing Obligations shall be remitted to Borrowers within three (3) Business Days of such amounts becoming good funds.

Collateral Accounts. The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Accountis hereby authorized to establish and maintain at its office at One Bankers Trust Plaza, Construction Payment SubaccountNew York, Punchlist Retention SubaccountNew York, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case two blocked accounts in the name of the Grantors and under the sole dominion and control of Collateral Agent Agent, one, a restricted deposit account designated as "OI GRANTOR COLLATERAL ACCOUNT" and (b) it has instructed (orthe second, on or before a restricted deposit account designated "OI L/C COLLATERAL ACCOUNT". The "OI GRANTOR COLLATERAL ACCOUNT" is referred to herein as the effectiveness of each Project Document that "GENERAL COLLATERAL ACCOUNT", the "OI L/C COLLATERAL ACCOUNT" is entered into after referred to herein as the date hereof"L/C COLLATERAL ACCOUNT" and General Collateral Account and L/C Collateral Account, will instruct) each of collectively, are referred to herein as the other parties to "COLLATERAL ACCOUNTS". All amounts at any time held in the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document Collateral Accounts shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received beneficially owned by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds Grantors but shall be held in trust by the Borrower name of Collateral Agent hereunder, for the benefit of Secured Parties, as collateral security for the Secured Obligations upon the terms and conditions set forth herein and as provided in the property Intercreditor Agreement. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in SECTION 5.4b of the Credit Agreement with respect to the General Collateral Account, otherwise receive any funds deposited into the Collateral Accounts. Anything contained herein to the contrary notwithstanding, the Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or Governmental Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Accounts shall be made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of Collateral Agent. Each Grantor shall, promptly after initiating a transfer of funds to the Collateral Accounts, give notice to Collateral Agent by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Collateral Agent in the Collateral Accounts shall not be commingled with any other funds or property invested by Collateral Agent but instead shall be maintained as a cash deposit in the Collateral Accounts pending application thereof as elsewhere provided in this Agreement. To the extent permitted under Regulation Q of the BorrowerBoard of Governors of the Federal Reserve System, any cash held in the Collateral Accounts shall bear interest at the standard rate paid by Collateral Agent to its customers for deposits of like amounts and terms. Subject to Collateral Agent's rights hereunder, any interest earned on deposits of cash in the Collateral Accounts shall be deposited directly in, and held in the Collateral Accounts.