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 Party B, from time to time, shall instruct the Custodian by any of the means mutually agreed to between Party B and confirms that the Custodian (awhich shall constitute “Proper Instructions” under the Custodian Agreement), to segregate certain U.S. cash, U.S. Government securities, or other U.S. securities to the extent acceptable to all parties hereto (but excluding securities for which reimbursement has not been received by the Custodian for the account of Party B) (“Collateral”) which are pledged to Party A pursuant to the Master Agreement. Such Collateral Agency Agreement(other than cash Collateral) shall be identified and segregated on the Custodian’s books and records under the name “BNP Paribas as secured party of Nexpoint Capital, it has caused to be established at Inc.” (the “Securities Account”). The Custodian shall hold such Collateral Agent each as financial assets under Article 8 of the Construction Uniform Commercial Code, as in effect from time to time in The Commonwealth of Massachusetts (the “UCC”). The Custodian shall identify and segregate in a separate deposit account (as defined in Section 9-102 of the UCC) any cash Collateral and hold it under the name “BNP Paribas as secured party of Nexpoint Capital, Inc.” (the “Deposit Account” and, Construction Payment Subaccount, Punchlist Retention Subaccount, together with the Operating Securities Account, the Debt Service Reserve Account, “Collateral Accounts”). The Custodian shall have no responsibility for determining 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 adequacy of any Collateral required hereunder (including or under the payments made Master Agreement, nor will it assume responsibility for any calculations related to any Collateral requirements under the Master Agreement. The Custodian may, in respect of its discretion, choose not to act upon instructions from Party B to segregate Collateral in the Collateral Accounts) shall be received by itAccounts if the instruction would in the Custodian’s sole judgment, after taking into account the Borrower shall as promptly as possible transfer such Proceeds subordination in Section 10(c), result in any remaining assets in the custodial account being inadequate to cover any obligations of Party B to the Collateral Agent for deposit Custodian. For the avoidance of doubt, nothing in this Section 1 shall relieve Party B from satisfying its collateral posting obligations pursuant 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 BorrowerMaster Agreement.

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 #000000000, Commercial Loan Division, bearing account number AC#00000000 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) 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 Xxxxxxxxx, 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 Xxxx Xxxxxxxxx, 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.

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 discrexxxx 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 reqxxxxx 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.

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.

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.

Collateral Accounts. The Borrower agrees Collateral Agent shall establish, when and confirms that as needed, an account which shall be entitled the “Non-ABL Collateral Account” (athe “Non-ABL Collateral Account”) pursuant and an account which shall be entitled the “ABL Collateral Account” (the “ABL Collateral Account”), and shall maintain such accounts, at the office of the Collateral Agent’s corporate trust administration,. All moneys which are required by the Indenture, the Term Loan Credit Agreement, this Agreement or by any Mortgage to be delivered to the Collateral Agency Agent (subject to the provisions of the Intercreditor Agreement, it ) while an Event of Default has caused to be established at occurred and is continuing or which are received by 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 or any agent or nominee 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 in respect of the other parties to the Project Documents that all payments constituting Project Revenues due Collateral 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 otherwise in accordance with the terms of the Indenture and the Term Loan Credit Agreement, whether in connection with the exercise of the remedies provided in this Agreement or in any other Collateral Agency Agreement. IfDocument or otherwise, notwithstanding shall be deposited (as directed pursuant to an Officers’ Certificate as defined under the foregoingIndenture) (a) in the Non-ABL Collateral Account, any such payment or proceeds are remitted directly to the Borrowerextent that such moneys constitute Proceeds of Non-ABL Collateral or constitute Non-ABL Collateral under the terms of the Intercreditor Agreement and (b) in the ABL Collateral Account, to the Borrower extent that such moneys constitute Proceeds of ABL Collateral or constitute ABL Collateral under the terms of the Intercreditor Agreement and are not otherwise required under the Intercreditor Agreement to be delivered to the ABL Collaeral Agent. Moneys in the Non-ABL Collateral Account and the ABL Collateral Account shall hold such funds in trust for be held by the Collateral Agent as part of the Collateral and shall promptly remit such payments for deposit to the Revenue Account applied in accordance with the Collateral Agency terms of this 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 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.

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.. TO CREDIT AGREEMENT

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 with any other funds or property deposited in the Collateral Accounts. One of the Borrowerfour 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.

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 (b) it has instructed (or, on or before the effectiveness party with control over such Tender Offer Collateral Account stating the use 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 confirming that such payments for deposit to the Revenue Account in accordance use complies 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 Borrowerthis Indenture.

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

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 Baxx Xxxxxxxxx, 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.