Common use of Establishment of Accounts Clause in Contracts

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender and the Collection Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Borrower for the benefit of Lender and the Collection Rent Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts Accounts, the Collection Rent Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Rent Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Rent Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Rent Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account Account, and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Sub-Accounts and the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the HSBC Account Control Agreement, it has established the Escrow Accounts and the Central Account with HSBC Collection Bank, in the name of Lender and Borrower for the benefit of Agent, as secured party, the “HSBC Collection Account”, which has been established as an non-interest-bearing deposit account. In addition, Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the JP Account Control Agreement, it has established with JP Collection Bank, in the joint name of Borrower for the benefit of Agent, as secured party, the “JP Collection Account”, which has been established as a non-interest bearing deposit account. The HSBC Collection Account and Lenderthe JP Collection Account and the funds deposited therein shall serve as additional security for the Loan. Pursuant to the HSBC Account Control Agreement, Borrower shall irrevocably instruct and authorize HSBC Collection Bank to disregard any and all orders for withdrawal from the HSBC Collection Account made by, or at the direction of, Borrower, Operating Company or Manager, if applicable, other than to transfer all amounts on deposit in the HSBC Collection Account on a daily basis (except upon (a) the occurrence and during the continuance of an Event of Default and/or (b) the occurrence of a Trigger Event and during the continuance of a Trigger Period) to the Borrower’s Account. Notwithstanding the foregoing, to the extent that Observatory Tenant has deposited any Rent payable under the Observatory Lease (excluding the Net Observatory Deck Revenue) for more than one (1) month in advance, that portion of such Rent which is payable with respect to future months shall be held in the HSBC Collection Account and shall be applied to shortfalls with respect to any Rents payable under the Observatory Lease (excluding the Net Observatory Deck Revenue) during future months (the “Advance Pay Rent”). Pursuant to the JP Account Control Agreement, Borrower shall irrevocably instruct and authorize JP Collection Bank to disregard any and all orders for withdrawal from the JP Collection Account made by, or at the direction of, Borrower, Observatory Tenant or Manager, if applicable, other than to transfer all amounts on deposit in the JP Collection Account on the last Business Day of each month (except upon (a) the occurrence and during the continuance of an Event of Default and/or (b) the occurrence of a Trigger Event and during the continuance of a Trigger Period) to an account specified by Observatory Tenant. Upon the occurrence of an Event of Default or Trigger Event and during the continuance of an Event of Default or Trigger Period, as applicable, each of HSBC Collection Bank and JP Collection Bank shall transfer all amounts on deposit in the HSBC Collection Account and the JP Collection Account to or as directed by Agent; provided, however, that upon the occurrence of a Trigger Event and during the continuance of a Trigger Period, the amounts on deposit in the HSBC Collection Account and the JP Collection Account shall be transferred and applied in the manner set forth in Section 6.5.6 hereof. Pursuant to the HSBC Account Control Agreement, provided no Event of Default or Trigger Period is continuing, HSBC Collection Bank shall transfer all collected and available funds on a daily basis, as determined by HSBC Collection Bank’s then current funds availability schedule, received in the HSBC Collection Account to the Borrower’s Account. Pursuant to the JP Account Control Agreement, provided no Event of Default or Trigger Period is continuing, JP Collection Bank shall transfer all collected and available funds on the last Business Day of each calendar month, as determined by JP Collection Bank’s then current funds availability schedule, received in the JP Collection Account to an account designated by Observatory Tenant. Borrower agrees that, prior to the payment in full of the Debt, the terms and conditions of the HSBC Account Control Agreement and JP Account Control Agreement shall not be amended or modified without the prior written consent of Agent (which consent Agent may grant or withhold in its reasonable discretion). In recognition of Agent’s and Lenders’ security interest in the funds deposited into the HSBC Collection Account and the JP Collection Account, Borrower shall identify the HSBC Collection Account and the JP Collection Account with the name of Agent, as secured party. The Escrow Accounts Agent hereby agrees that, in connection with Agent’s determination that a Trigger Event exists, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent). Agent shall establish and hold the following accounts (each, an “Account” and, collectively, the “Accounts” and, together with the HSBC Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the JP Collection Account, the Central Account or “Collateral Accounts”) with the Escrow Accounts except as specifically provided herein. Each transfer of funds to Cash Management Bank, which shall each be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in Agreement and the Escrow Accounts may be commingled with other monies held by Lender.Cash Management Agreement:

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement, Operating Lessee has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name of Lender Borrower for the benefit of Lender, as secured party, a collection amount (the “Collection Account”), which has been established as an interest-bearing deposit account, and a holding account (the “Holding Account”), which has been established as a securities account. Both the Collection and the Holding Account and each sub-account of either such account and the funds deposited therein and the securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collection Account or the Holding Account made by, or at the direction of, Borrower or Operating Lessee other than to transfer all amounts on deposit in the joint Collection Account on a daily basis to the Holding Account. Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement shall not be amended or modified without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collection Account and the Holding Account, Borrower shall identify both the Collection Account and the Holding Account with the name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein named as follows: “Intercontinental Chicago f/b/o Citigroup Global Markets Realty Corp., as secured party Collection Account,” account number 724140.1. The Holding Account shall not constitute trust fundsbe named as follows: “Intercontinental Chicago f/b/o Citigroup Global Markets Realty Corp., as secured party Holding Account,” account number 724140.2. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from confirms that it has established with Cash Management Bank the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account and the Collection Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “Securities Account” pursuant to Article 8 of the UCC and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender and the Collection Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account Account, the Mez Payment Sub-Acount and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender as secured party and Borrower has established the Collection Central Account in the joint name names of Borrower and Lender, as secured party, and Borrower. The Escrow Accounts Central Account, the Collection Rent Account and the Central Account Escrow Accounts shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Central Account, and to deposit into and withdraw funds from the Central Rent Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Central Account, the Central Rent Account or the Escrow Accounts except as specifically provided hereinAccounts. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Central Account, the Central Rent Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Reletting Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-book entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement, Operating Lessee has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name of Lender Borrower for the benefit of Lender, as secured party, a collection amount (the “Collection Account”), which has been established as an interest-bearing deposit account, and a holding account (the “Holding Account”), which has been established as a securities account. Both the Collection and the Holding Account and each sub-account of either such account and the funds deposited therein and the securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collection Account or the Holding Account made by, or at the direction of, Borrower or Operating Lessee other than to transfer all amounts on deposit in the joint Collection Account on a daily basis to the Holding Account. Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement shall not be amended or modified without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collection Account and the Holding Account, Borrower shall identify both the Collection Account and the Holding Account with the name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the named as follows: “Xxxx-Xxxxxxx Half Moon Bay f/b/o Column Financial, Inc., as secured party Collection Account, and to deposit into and withdraw funds from the Central ,” account number 724556.1 The Holding Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to named as follows: “Xxxx-Xxxxxxx Half Moon Bay f/b/o Column Financial, Inc., as secured party Holding Account,” account number 724556.2 Borrower confirms that it has established with Cash Management Bank the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account and the Collection Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “Securities Account” pursuant to Article 8 of the UCC and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established (a) The Collection Account. The Trustee, for the Escrow Accounts benefit of MBIA, shall establish and maintain with a Qualified Institution, which may be the Central Account Trustee, in the name of Lender the Trustee, on behalf of the Trust, a non-interest bearing segregated trust account with the corporate trust department of such Qualified Institution (the "Collection Account") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of MBIA and the shall cause such Collection Account to be established and maintained in the joint name State of Borrower and Lender, as secured partyNew York. The Escrow Accounts Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Initial Deposit and all proceeds of the Central Account Seller Interest and the Transferors' interest in the Collateral and the Note Trust shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender deposited to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrumentupon receipt. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are Funds on deposit in the Collection AccountAccount subject to receipt by the Trustee of written investment directions, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available at all times be invested in Permitted Investments. All such investments shall be made in the event that name of the Trustee for the benefit of MBIA and the holder of the Transferor Interest. Unless otherwise directed by MBIA after consultation with the holder of the Transferor Interest, any such investment shall mature and such funds shall be available for withdrawal on or prior to [the 15th of each calendar month] and shall remain uninvested to the extent required for distribution as MBIA, in consultation with the holder of the Transferor Interest, shall specify. The Trustee shall maintain for the benefit of MBIA possession of the negotiable instruments or securities evidencing the Permitted Investments described in clause (a) of the definition thereof from the time of purchase thereof until the time of sale or maturity; provided, that, no such investment shall be disposed of prior to its maturity date. All interest and earnings (net of losses and investment expenses) on funds on deposit are insufficient. The Central in the Collection Account shall contain become part of the Basic Carrying Costs Sub-Collection Account. Subject to the restrictions set forth above, the Debt Service Payment Sub-AccountMBIA or a Person designated in writing by MBIA, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts the Trustee shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectivelyhave received written notification thereof, shall have the “Sub-Accounts”) authority to which certain funds shall be allocated and from which disbursements shall be made pursuant instruct the Trustee with respect to the terms investment of this Security Instrument. Sums held funds on deposit in the Escrow Accounts may be commingled with other monies held by LenderCollateral Account.

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement, Operating Lessee has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name of Lender Borrower for the benefit of Lender, as secured party, a collection amount (the “Collection Account”), which has been established as an interest-bearing deposit account, and a holding account (the “Holding Account”), which has been established as a securities account. Both the Collection and the Holding Account and each sub-account of either such account and the funds deposited therein and the securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collection Account or the Holding Account made by, or at the direction of, Borrower or Operating Lessee other than to transfer all amounts on deposit in the joint Collection Account on a daily basis to the Holding Account. Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement shall not be amended or modified without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collection Account and the Holding Account, Borrower shall identify both the Collection Account and the Holding Account with the name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the named as follows: “Loews Santa Xxxxxx f/b/o JPMorgan Chase Bank N.A., as secured party Collection Account, and to deposit into and withdraw funds from the Central ,” account number 724557.1 The Holding Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to named as follows: “Loews Santa Xxxxxx f/b/o JPMorgan Chase Bank N.A., as secured party Holding Account,” account number 724557.2 Borrower confirms that it has established with Cash Management Bank the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account and the Collection Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “Securities Account” pursuant to Article 8 of the UCC and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender as secured party and Mortgagor has established the Collection Central Account in the joint name names of Borrower and Lender, as secured party, and Mortgagor. The Escrow Accounts Central Account, the Collection Rent Account and the Central Account Escrow Accounts shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower Mortgagor hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Central Account, and to deposit into and withdraw funds from the Central Rent Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower Mortgagor shall have no right of withdrawal in respect of the Collection Central Account, the Central Rent Account or the Escrow Accounts except as specifically provided hereinAccounts. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Central Account, the Central Rent Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Reletting Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-book entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. In addition, on the date hereof, the Central Account shall also contain (x) a Sub-Account entitled the “Engineering Escrow Sub Account”, which shall be funded by Mortgagor at Closing with the Initial Engineering Deposit set forth on Exhibit B attached hereto (representing the sum applicable to the Required Engineering Work described in Section 5.12 below and on Exhibit D attached hereto. Disbursements from the Engineering Sub-Account shall be made in accordance with Section 5.12 hereof. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement, Operating Lessee has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name of Lender Borrower for the benefit of Lender, as secured party, a collection amount (the “Collection Account”), which has been established as an interest-bearing deposit account, and a holding account (the “Holding Account”), which has been established as a securities account. Both the Collection and the Holding Account and each sub-account of either such account and the funds deposited therein and the securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collection Account or the Holding Account made by, or at the direction of, Borrower or Operating Lessee other than to transfer all amounts on deposit in the joint Collection Account on a daily basis to the Holding Account. Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement shall not be amended or modified without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collection Account and the Holding Account, Borrower shall identify both the Collection Account and the Holding Account with the name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp., as secured party Collection Account,” account number 724042.1. The Holding Account shall not constitute trust fundsbe named as follows: “Fairmont Scottsdale Princess f/b/o Citigroup Global Markets Realty Corp., as secured party Holding Account,” account number 724047.1. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from confirms that it has established with Cash Management Bank the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account and the Collection Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “Securities Account” pursuant to Article 8 of the UCC and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender and the Collection Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts Accounts, the Collection Central Account and the Central Clearing Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Central Account, and to deposit into and withdraw funds from the Central Clearing Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security InstrumentAgreement. Borrower shall have no right of withdrawal in respect of the Collection Clearing Account, the Central Account or the Escrow Accounts except as specifically provided hereinAccounts. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Reletting Reserve Sub-Account and the Curtailment Reserve Bank Fees Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security InstrumentAgreement. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender as secured party and Borrower has established the Collection Rent Account in the joint name names of Borrower and Lender, as secured party, and Borrower. The Escrow Accounts Rent Account, the Collection Central Account and the Central Account Escrow Accounts shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Rent Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Rent Account, the Central Account or the Escrow Accounts except as specifically provided hereinAccounts. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, Rent Account or the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the SAOT Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender as secured party and Borrower has established the Collection Rent Account in the joint name names of Borrower and Lender, as secured party, and Borrower. The Escrow Accounts Accounts, the Collection Rent Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, Rent Account and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Central Account, the Central Rent Account or the Escrow Accounts Accounts, except to the extent expressly provided for in this Agreement, including without limitation as specifically provided hereinfor in Section 5.01. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Rent Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Management Fee Sub-Account and the Curtailment Reserve Operations and Maintenance Expense Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender as secured party and Borrower has established the Collection Rent Account in the joint name names of Borrower and Lender, as secured party, and Borrower. The Escrow Accounts Rent Account, the Collection Central Account and the Central Account Escrow Accounts shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Rent Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Rent Account, the Central Account or the Escrow Accounts except as specifically provided hereinAccounts. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, Rent Account or the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the SAOT Sub-Account, the Mez Payment Sub-Account, the Capex Trap Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement, Operating Lessee has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name of Lender Borrower for the benefit of Lender, as secured party, a collection amount (the “Collection Account”), which has been established as an interest-bearing deposit account, and a holding account (the “Holding Account”), which has been established as a securities account. Both the Collection and the Holding Account and each sub-account of either such account and the funds deposited therein and the securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collection Account or the Holding Account made by, or at the direction of, Borrower or Operating Lessee other than to transfer all amounts on deposit in the joint Collection Account on a daily basis to the Holding Account. Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement shall not be amended or modified without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collection Account and the Holding Account, Borrower shall identify both the Collection Account and the Holding Account with the name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein named as follows: “Intercontinental Miami f/b/o Citigroup Global Markets Realty Corp., as secured party Collection Account,” account number 724141.1. The Holding Account shall not constitute trust fundsbe named as follows: “Intercontinental Miami f/b/o Citigroup Global Markets Realty Corp., as secured party Holding Account,” account number 724141.2. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from confirms that it has established with Cash Management Bank the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account and the Collection Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “Securities Account” pursuant to Article 8 of the UCC and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender Borrower hereby acknowledges that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement, Borrower has established with Cash Management Bank a holding account (the Escrow Accounts “Holding Account”), which has been established as a non-interest bearing deposit account with interest-bearing sub-accounts. The Holding Account and each sub-account of such account and the Central Account in the name of Lender and the Collection Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held deposited therein shall not constitute trust fundsserve as additional security for the Loan. Pursuant to the Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collateral Accounts made by, or at the direction of, Borrower. Borrower hereby irrevocably directs and authorizes Lender agrees that, prior to withdraw funds from the Collection Accountpayment in full of the Indebtedness, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrumentthe Account Agreement shall not be amended or modified in any material respect without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collateral Accounts, the Holding Account shall be named as follows: “FCP PropCo, LLC Holding Account in favor of German American Capital Corporation, as Collateral Agent” (Account Number 048818470). Borrower shall have no right of withdrawal in respect of confirms that it has established with Cash Management Bank the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “deposit account” (as such term is defined in Section 9-102(a)(29) of the UCC) and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established (i) The Borrower shall establish and maintain a cash collateral account with the Escrow Accounts and the Central Account LC Depositary Bank in the name of Lender and the Collection Borrower, with the following details: ABA No. 000000000, Credit Acct: 00000000.1, Account in Name: “DHI XX Xxxx Collateral Account” for further credit to “DHI”, Ref: Dynegy CCA #10212661.1 (the joint name of Borrower and Lender, as secured party“XX Xxxx Collateral Account”). The Escrow Accounts , the Collection Account and the Central XX Xxxx Collateral Account shall be under pledged to, and subject to the sole dominion control of, the LC Collateral Agent in a manner satisfactory to the Issuing Banks and control of Lender the LC Lenders, and all funds held therein in the XX Xxxx Collateral Account from time to time and all proceeds thereof shall be security for the payment of all amounts due in respect of the LC Disbursements and Reimbursement Obligations and other obligations of the Borrower related to the Letters of Credit or the LC Commitments, whether or not constitute trust fundsthen due. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central The XX Xxxx Collateral Account and the Escrow Accounts, shall be maintained at all times in accordance with the terms of the XX Xxxx Collateral Account Agreement until the Required Lenders have notified the Collateral Agent and conditions the LC Depositary Bank that the LC Commitments and all Letters of Credit issued under this Security InstrumentAgreement have been terminated, and all outstanding Reimbursement Obligations and all outstanding LC Obligations have been paid in full. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have no any right of withdrawal in respect to withdraw any of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may XX Xxxx Collateral Account, except as set forth in Section 2.07(b) and except that upon receipt of notice from the Required Lenders of the termination of all Reimbursement Obligations and the payment of all amounts payable by the Borrower to the Issuing Banks and the LC Lenders in respect thereof, any funds remaining in the Cash Collateral Account shall be commingled with applied at the written direction of the Required Lenders to other monies held LC Obligations then due and owing, and upon final payment in full of such other LC Obligations, any remaining amount shall be paid to the Borrower or as otherwise required by Lenderlaw.

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement and pursuant to the Account Agreement, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name of Lender and the Collection Account Borrower (or in the joint name case of Borrower and the Maryland Property, Maryland Loan Guarantor) for the benefit of Lender, as secured party, the holding account (the “Holding Account”), which has been established as a securities account. The Escrow Accounts , the Collection Holding Account and each sub-account of such account and the Central funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall be under irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the sole dominion and control Collateral Accounts made by, or at the direction of, Borrower (or in the case of Lender and funds held therein shall not constitute trust fundsthe Maryland Property, Maryland Loan Guarantor). Borrower hereby irrevocably directs and authorizes Lender agrees that, prior to withdraw funds from the Collection Accountpayment in full of the Indebtedness, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower the Account Agreement shall have no right not be amended or modified without the prior written consent of withdrawal Lender (which consent Lender may grant or withhold in respect of the Collection Accountits sole discretion), and if a Securitization has occurred, the Central delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collateral Accounts, the Holding Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to named as follows: “BlueLinx Portfolio Holding Account f/b/o German American Capital Corporation, as secured party, (Account Number 5000000140431).” Borrower confirms that it has established with Cash Management Bank the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “Securities Account” pursuant to Article 8 of the UCC and (iv) shall each be an Eligible Account to which 45 certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established Deposit of Collections (a) EXLP shall cause the Escrow Accounts EXLP/ABS 2009/Xxxxx Lockbox Account to be maintained with Intercreditor Collateral Agent and the Central EXLP/JPMC Lockbox Account at JPMorgan Chase Bank, N.A. under the Blocked Account Agreement. The Lockbox Accounts shall at all times be held in the name of Lender EXLPOP, but under the exclusive dominion and control of, the Intercreditor Collateral Agent for the benefit of the Collection Account Parties and EXLP, at the expense of EXLP. Each of EXLP in its individual capacity and as Manager, and EXLPOP agrees that it shall not, and shall have no right to, make withdrawals therefrom, give any instructions with respect thereto, or have access thereto, except with respect to Non-Securitization Collections constituting Non-Securitization Collateral to the joint name of Borrower extent provided in Section 7(b)(i) hereof and Lender, as secured partywith respect to Securitization Collections constituting Securitization Collateral pursuant to Section 7(b)(ii) hereof. The Escrow Collection Parties hereby agree that the Lockbox Accounts , the Collection Account and the Central Account shall be under the sole exclusive dominion and control of Lender the Intercreditor Collateral Agent as aforesaid, and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection AccountParties shall not, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right to, make withdrawals therefrom, give any instructions with respect thereto, or have access thereto. Each of withdrawal in respect of EXLP, EXLPOP, and Intercreditor Collateral Agent agree that it shall not transfer any funds from the Collection Account, Lockbox Accounts to the Central Securitization Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central EXLP Account or the affected Sub-Account to any other account unless such transfer is in accordance with Section 7 or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by LenderSection 8 hereof.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders [and the Swap Counterparty]. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, and Lender Event of Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, (Nissan Sale and Servicing Agreement) 37 however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has On the Closing Date, the Borrowers and certain of their respective Subsidiaries shall have established the Escrow Lockboxes, Collection Accounts, Cash Collateral Accounts and Disbursement Accounts identified on Schedule 6.01-AA as "at closing accounts". As soon as practicable after the Central Closing Date, the Borrowers agree to establish, and cause their respective Subsidiaries who are Subsidiary Guarantors, whose Capital Stock has been pledged under the Loan Documents, who act as agent for any Borrower in connection with the purchase and sale of Inventory and/or the invoicing and collection of Receivables or are otherwise agreed to by the Agent and the Company to establish, the Lockboxes, Collection Accounts, Cash Collateral Accounts and Disbursement Accounts identified on Schedule 6.01-AA as "post closing accounts". After any such bank account is established, the Borrowers or such Subsidiaries may change the bank accounts or add to the bank accounts listed on Schedule 6.01-AA as their needs may require and agree to notify the Agent in writing of any such changes (such schedule being deemed to be amended by any such notice); provided, however, no Borrower and no such Subsidiary shall (x) change any Collection Account or zero-balance Disbursement Account (except as contemplated above) or establish any new Collection Account or zero-balance Disbursement Account with any bank which is not acceptable to the Agent and which, in the case of a Collection Account to be maintained at such bank, has not executed a Collection Account Agreement with respect to such Collection Account or (y) establish any other Disbursement Account or new Cash Collateral Account, or modify any arrangement with respect to any other existing Disbursement Account or Cash Collateral Account, without the prior consent of the Agent, which consent may be granted or withheld in the reasonable discretion of the Agent (it being understood and agreed that no Disbursement Account which is not a zero-balance account and no Cash Collateral Account may be established at any bank other than the Agent or an Affiliate of the Agent). All Lockboxes and Collection Accounts maintained by any Subsidiary of a Borrower who acts as agent for any Borrower in connection with the purchase and sale of Inventory and/or the invoicing and collection of Receivables shall be maintained in the name of Lender and such Subsidiary for the Collection Account in the joint name account of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lendersuch Borrower.

Establishment of Accounts. Lender has established the Escrow Accounts (except the Lease Termination Payment Escrow Account which, to the extent of the payment by any tenant of any Lease Termination Payments, will be established by Lender) and the Central Account in the name of Lender and the Collection Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts Accounts, the Collection Central Account and the Central Clearing Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Central Account, and to deposit into and withdraw funds from the Central Clearing Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security InstrumentAgreement. Borrower shall have no right of withdrawal in respect of the Collection Clearing Account, the Central Account or the Escrow Accounts except as specifically provided hereinAccounts. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Reletting Reserve Sub-Account and the Curtailment Reserve Bank Fees Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security InstrumentAgreement. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender has established The Trustee shall establish and maintain the Escrow Accounts Interest Reserve Account, the Principal Reserve Account and the Central Payment Account in the name of Lender and the Collection Account in Trustee for the joint name benefit of Borrower and Lender, as secured partythe Holders of the New Notes. The Escrow Accounts , Each of the Collection Interest Reserve Account and the Central Principal Reserve Account shall be under a segregated, non-interest-bearing trust account initially established with the sole dominion Trustee and control maintained with the Trustee so long as (i) the deposits of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from Trustee have the Central Required Deposit Rating or (ii) the Interest Reserve Account and the Escrow AccountsPrincipal Reserve Account is maintained as a fully segregated trust account. All amounts held in the Interest Reserve Account and the Principal Reserve Account shall be invested in Cash Equivalents by the Trustee, all at the written direction of the Administrative Agent, in accordance each case such investments must mature not later than the 15th day of the following month. Such written direction shall certify that any such invest ment is authorized by this Section 4.1 and complies with the terms requirements of Cash Equivalents. On the 15th day of each month any earnings (net of losses and conditions of this Security Instrument. Borrower shall have no right of withdrawal investment expenses) on funds or deposits in respect the Interest Reserve Account or the Principal Reserve Account will be withdrawn from such accounts by the Trustee as directed by the Administrative Agent and paid to the Company, or at the option of the Collection Administrative Agent and the Company retained in the Interest Reserve Account or the Principal Reserve Account, as applicable. Investment earnings retained in the Interest Reserve Account shall be applied towards the following Monthly Interest Reserve Amount. The Payment Account shall be a segregated, non-interest-bearing trust account initially established with the Trustee and maintained with the Trustee for so long as (x) the deposits of the Trustee have the Required Deposit Rating or (y) the Payment Account is maintained as a fully segregated trust account. The amounts in the Payment Account shall not be invested. Should the deposits of the Trustee no longer have the Required Deposit Rating and the Payment Account, the Central Interest Reserve Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Principal Reserve Account, as applicable, shall not be main- tained as a fully segregated trust account, then the Central Administrative Agent shall, with the Trustee's assistance as necessary, cause the Interest Reserve Account or the affected Sub-Principal Reserve Account to be moved, within 60 days after the occurrence of the later of the loss of the Required Deposit Rating or Escrow Accountthe cessation of such accounts being maintained as fully segregated trust accounts, and Lender to a bank or trust company organized under the laws of the United States of any state thereof, the deposits of which shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by LenderRequired Deposit Rating.

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender and the Collection Rent Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts Accounts, the Collection Rent Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Rent Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Rent Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Rent Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, Account and the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “"Sub-Account” " and collectively, the “"Sub-Accounts”") to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender has established Borrower hereby agrees that all Rents from each Tenant of the Escrow Accounts and the Central Account Properties received by Borrower or any of its Affiliates shall be deposited by Borrower within one Business Day of receipt by Borrower or such Affiliate into an account or accounts in the name of Lender and Agent, as agent for Lender, as secured party (the "Receipts Account"). Borrower shall enter into an agreement (which agreement may not be amended without the consent of Lender) with each bank where a Receipt Account is established, which agreement shall provide that prior to the payment in full of the Notes, all cleared funds in the Receipts Account shall be transferred each Business Day into an interest-bearing trust account established by Borrower in the name of Agent, as agent for Lender, as secured party (the "Collection Account"). Until so deposited into the Collection Account Account, any such amounts held by Borrower shall be deemed to be Collateral and shall be held in trust by it for the benefit of Agent, as agent for Lender, and shall not be commingled with any other funds or property of Borrower or any Affiliate of Borrower. Borrower represents, warrants and covenants that (i) all Operating Income from the Properties will be deposited into the Receipts Account, (ii) there are no other accounts maintained by Borrower with respect to the receipt of funds from the ownership and operation of the Properties, and (iii) so long as the Notes shall be outstanding, it shall not open any other property accounts except as contemplated by the Loan Documents (any account designated by Borrower for the receipt of funds from the Accounts pursuant to this Agreement or for the receipt of Proceeds permitted to be held by Borrower not being property accounts within this context). Borrower has established in the joint name of Borrower and Agent, as agent for Lender, as secured party, the following trust accounts with Agent, as more particularly described in the Cash Collateral Agreement (as hereinafter defined): the "Capital and TI Reserve Account," the "Sinking Fund Account" and the "Default Interest Account." The Accounts may be maintained on a sub-ledger basis only rather than in individual segregated accounts. The Escrow Accounts , the Collection Account and the Central Account Collateral shall be under held in the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all Accounts in accordance with the terms of the cash collateral agreement, dated the date hereof (the "Cash Collateral Agreement"), between Borrower and conditions Agent, a copy of which is attached hereto as Exhibit B. Borrower agrees that prior to the payment in full of the Notes, the Cash Collateral Agreement shall be irrevocable by Borrower without the prior written consent of Lender. The Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Interest accruing on the Accounts shall be periodically added to the principal amount of the Accounts and shall be held, disbursed and applied in accordance with the provisions of this Security InstrumentAgreement. All statements relating to the Accounts shall be issued by Agent to Lender (or at the written direction of Lender, to Lender's representative) and Borrower and Lender shall be notified in writing or by electronic media of account activity on a monthly basis. Agent shall provide Lender and Borrower with such other information as Lender or Borrower may reasonably request. Borrower shall be the beneficial owner of the Accounts for federal income tax purposes and shall report all income on the Accounts but Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts therefrom except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; PROVIDED, as secured party. The Escrow Accounts HOWEVER, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that funds are such amounts invested shall be available to make the required distributions on deposit the Distribution Date. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the Collection Accounttrust department of the Indenture Trustee, the Central Servicer shall, with the Indenture Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the affected Subshort-Account or Escrow Account, and Lender term unsecured debt obligations of which shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-AccountRequired Deposit Rating, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”ii) to which certain funds shall be allocated and from which disbursements shall be made pursuant moved to the terms trust department of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by LenderIndenture Trustee.

Establishment of Accounts. Lender Borrower hereby acknowledges that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement, Borrower has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name “MPO Properties, LLC, Holding Account in favor of Lender Bank of America, N.A., as Agent” (the “Holding Account”), which has been established as a non-interest bearing deposit account with interest-bearing sub-accounts. The Holding Account and each sub-account of such account and the Collection Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held deposited therein shall not constitute trust fundsserve as additional security for the Loan. Pursuant to the Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collateral Accounts made by, or at the direction of, Borrower. Borrower hereby irrevocably directs and authorizes Lender agrees that, prior to withdraw funds from the Collection Accountpayment in full of the Indebtedness, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrumentthe Account Agreement shall not be amended or modified in any material respect without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collateral Accounts, the Holding Account shall be named as follows: “MPO Properties, LLC, Holding Account in favor of Bank of America, N.A., as Agent” (Account Number 1235465898). Borrower shall have no right of withdrawal in respect of confirms that it has established with Cash Management Bank the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “deposit account” (as such term is defined in Section 9-102(a)(29) of the UCC) and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established the Escrow Accounts The Servicer shall establish and the Central maintain an Eligible Deposit Account in the name of Lender the Indenture Trustee on behalf of the Noteholders which shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders into which amounts paid on or with respect to the Receivables will be deposited by the Servicer in accordance with this Agreement and withdrawn by the Indenture Trustee in accordance with the Indenture (the "Collection Account"). The Servicer shall also establish and maintain an Eligible Deposit Account in the joint name of Borrower the Indenture Trustee on behalf of the Noteholders which shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, into which amounts will be deposited and Lenderwithdrawn by the Indenture Trustee in accordance with the Indenture (the "Excess Funding Account"). As and to the extent provided in a Series Supplement, the Servicer shall also establish and maintain for each series of Notes each Note Distribution Account and each Reserve Account described in such Series Supplement in accordance with the terms of such Series Supplement. If a Designated Account ceases to be an Eligible Deposit Account for any reason, including as secured partya result of the institution at which such Designated Account is maintained ceasing to be an Eligible Institution, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause such Designated Account to be an Eligible Deposit Account. Unless otherwise provided in the applicable Series Supplement, funds in any Designated Account shall be invested in Eligible Investments. The Escrow Accounts Indenture Trustee shall possess all right, title and interest in all funds from time to time on deposit in, and all Eligible Investments credited to, the Collection Account Designated Accounts and the Central Account in all proceeds thereof. The Designated Accounts shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from Indenture Trustee for the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect benefit of the Collection Noteholders. If, at any time, any Designated Account ceases to be an Eligible Deposit Account, the Central Servicer, within 10 Business Days (or such longer period, not to exceed thirty calendar days, as to which each Rating Agency may consent) of determining or receiving notice from the Indenture Trustee that any Designated Account is no longer an Eligible Deposit Account, shall establish in the name of the Indenture Trustee a substitute Eligible Deposit Account as such Designated Account, instruct the Indenture Trustee or the Escrow Accounts except Issuer as specifically provided herein. Each applicable, in writing, to transfer of funds any cash and/or any Eligible Investments to be made hereunder such new Designated Account and, from the date any such substitute account is established, such account shall be made only the Designated Account. Neither the Transferor nor the Servicer, nor any person or entity claiming by, through or under the Transferor or Servicer, shall have any right, title or interest in, or any right to the extent that funds are on deposit in the Collection Accountwithdraw any amount from, the Central Account or the affected Sub-Account or Escrow Account, and Lender Designated Accounts. The Servicer shall have no responsibility the power, revocable by the Indenture Trustee, to instruct the Indenture Trustee to make additional funds available withdrawals and payments from the Designated Accounts for the purposes of carrying out the Servicer's duties specified in this Agreement or permitting the event that funds on deposit are insufficient. The Central Account shall contain Indenture Trustee to carry out its duties under the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by LenderIndenture.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; PROVIDED, as secured party. The Escrow Accounts HOWEVER, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that funds are such amounts invested shall be available to make the required distributions on deposit the Distribution Date. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the Collection Accounttrust department of the Indenture Trustee, the Central Servicer shall, with the Indenture Trustee's assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the affected Subshort-Account or Escrow Account, and Lender term unsecured debt obligations of which shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts Required Deposit Rating or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”ii) to which certain funds shall be allocated and from which disbursements shall be made pursuant moved to the terms trust department of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by LenderIndenture Trustee.

Establishment of Accounts. Lender Borrower hereby acknowledges that, simultaneously with the execution of this Agreement, pursuant to the Account Agreement, Borrower has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name “Giraffe Properties, LLC, Holding Account in favor of Lender Bank of America, N.A., as Agent” (the “Holding Account”), which has been established as a non-interest bearing deposit account with interest-bearing sub-accounts. The Holding Account and each sub-account of such account and the Collection Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held deposited therein shall not constitute trust fundsserve as additional security for the Loan. Pursuant to the Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collateral Accounts made by, or at the direction of, Borrower. Borrower hereby irrevocably directs and authorizes Lender agrees that, prior to withdraw funds from the Collection Accountpayment in full of the Indebtedness, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrumentthe Account Agreement shall not be amended or modified in any material respect without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collateral Accounts, the Holding Account shall be named as follows: “Giraffe Properties, LLC, Holding Account in favor of Bank of America, N.A., as Agent” (Account Number 1235465893). Borrower shall have no right of withdrawal in respect of confirms that it has established with Cash Management Bank the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “deposit account” (as such term is defined in Section 9-102(a)(29) of the UCC) and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. On or prior to the Closing Date, the Administrative Agent shall establish a Synthetic LC Credit-Linked Deposit Account at BNP Paribas with the title “Synthetic LC Lenders Credit-Linked Deposit Account”. The Administrative Agent shall maintain records enabling it to determine at any time the amount of the interest of each Synthetic LC Lender has established the Escrow Accounts and the Central Account in the name Synthetic LC Credit-Linked Deposit Account (the interest of each Synthetic LC Lender and the Collection Account in the joint name of Borrower and LenderSynthetic LC Credit-Linked Deposit Account, as secured partyevidenced by such records, being referred to as such Lender’s “Synthetic LC Credit-Linked Sub-Account”). The Escrow Administrative Agent shall establish such additional Synthetic LC Credit-Linked Sub-Accounts for assignee Lenders as shall be required pursuant to Section 11.08(b). No Person (other than the Administrative Agent) shall have the right to make any withdrawal from the Synthetic LC Credit-Linked Deposit Account or to exercise any other right or power with respect thereto. Without limiting the generality of the foregoing, each party hereto acknowledges and agrees that the Collection Account Synthetic LC Credit-Linked Deposits are and will at all times be solely the Central property of the Synthetic LC Lenders, that the Synthetic LC Credit-Linked Deposits shall be used solely in accordance with this Agreement and that no amount on deposit at any time in the Synthetic LC Credit-Linked Deposit Account shall be the property of any of the Obligors, constitute collateral for any Obligations of the Obligors under the sole dominion Loan Documents or otherwise be available in any manner to satisfy any Obligations of any of the Obligors under the Loan Documents. Each Synthetic LC Lender agrees that its right, title and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, interest in and to deposit into the Synthetic LC Credit-Linked Deposit Account shall be limited to the right to require amounts in its Synthetic LC Credit-Linked Sub-Account to be applied as provided in paragraph (c) below and withdraw funds from that it will have no right to require the Central Account return of its Synthetic LC Credit-Linked Deposit other than as expressly provided in said paragraph (c) (each Synthetic LC Lender hereby acknowledging that its Synthetic LC Credit-Linked Deposit constitutes payment for its participations in Synthetic Letters of Credit issued or to be issued hereunder and that the Escrow AccountsSynthetic LC Issuing Lenders will be issuing, all amending, renewing and extending Synthetic Letters of Credit in reliance on the availability of such Lender’s Synthetic LC Credit-Linked Deposit to discharge such Lender’s obligations in accordance with Section 3.05(f)). The funding of the terms Synthetic LC Credit-Linked Deposits and conditions the agreements with respect thereto set forth in this Agreement constitute arrangements solely among the Administrative Agent, the Synthetic LC Issuing Lenders and the Synthetic LC Lenders with respect to the funding and reimbursement obligations of the Synthetic LC Lenders under this Security InstrumentAgreement, and do not constitute loans, extensions of credit or other financial accommodations to any Obligor. Borrower No Obligor shall have no right of withdrawal any responsibility or liability to the Synthetic LC Lenders, the Administrative Agent or any other Person in respect of the Collection Accountestablishment, maintenance, administration or misappropriation of the Central Synthetic LC Credit-Linked Deposit Account (or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Subany Synthetic LC Credit-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Linked Sub-Account) or with respect to the investment of amounts held therein, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made including pursuant to paragraph (d) below, or the terms duties and responsibilities of this Security Instrument. Sums held in the Escrow Accounts may be commingled Administrative Agent with other monies held respect to the foregoing contemplated by Lenderparagraph (e) below.

Establishment of Accounts. Lender has established (a) The Servicer, on behalf of the Escrow Accounts Owner Trustee and the Central Indenture Trustee, shall establish the Collection Account in the name of Lender the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the joint name trust department of Borrower and Lenderthe Indenture Trustee; provided, as secured party. The Escrow Accounts however, that all amounts held in the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Accountshall, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds are on deposit in the Collection AccountAccount to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, the Central Account or the affected Sub-Account (y) a Default or Escrow Account, Event of (Nissan _____ Sale and Lender Servicing Agreement) Default shall have no responsibility occurred and be continuing with respect to make additional funds available in the event that funds on deposit are insufficient. The Central Account Notes but the Notes shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation not have been declared due and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made payable pursuant to the terms Indenture, or (z) if the Notes shall have been declared due and payable following an Event of this Security InstrumentDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. Sums All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Escrow Accounts may Collection Account unless the security interest granted and perfected in such account will continue to be commingled perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with other monies held any direction to the Indenture Trustee to make any such investment or sale, if requested by Lenderthe Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee no longer have the Required Deposit Rating then, unless the Collection Account is maintained in segregated trust accounts in the trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within ten Business Days of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Indenture Trustee.

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender and the Collection Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account, the Mez Payment Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “"Sub-Account” " and collectively, the “"Sub-Accounts”") to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the HSBC Account Control Agreement, it has established the Escrow Accounts and the Central Account with HSBC Collection Bank, in the name of Lender and Borrower for the benefit of Agent, as secured party, the “HSBC Collection Account”, which has been established as an non-interest-bearing deposit account. In addition, Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the JP Account Control Agreement, it has established with JP Collection Bank, in the joint name of Borrower for the benefit of Agent, as secured party, the “JP Collection Account”, which has been established as a non-interest bearing deposit account. The HSBC Collection Account and Lenderthe JP Collection Account and the funds deposited therein shall serve as additional security for the Loan. Pursuant to the HSBC Account Control Agreement, Borrower shall irrevocably instruct and authorize HSBC Collection Bank to disregard any and all orders for withdrawal from the HSBC Collection Account made by, or at the direction of, Borrower, Operating Company or Manager, if applicable, other than to transfer all amounts on deposit in the HSBC Collection Account on a daily basis (except upon (a) the occurrence and during the continuance of an Event of Default and/or (b) the occurrence of a Trigger Event and during the continuance of a Trigger Period) to the Borrower’s Account. Notwithstanding the foregoing, to the extent that Observatory Tenant has deposited any Rent -108- payable under the Observatory Lease (excluding the Net Observatory Deck Revenue) for more than one (1) month in advance, that portion of such Rent which is payable with respect to future months shall be held in the HSBC Collection Account and shall be applied to shortfalls with respect to any Rents payable under the Observatory Lease (excluding the Net Observatory Deck Revenue) during future months (the “Advance Pay Rent”). Pursuant to the JP Account Control Agreement, Borrower shall irrevocably instruct and authorize JP Collection Bank to disregard any and all orders for withdrawal from the JP Collection Account made by, or at the direction of, Borrower, Observatory Tenant or Manager, if applicable, other than to transfer all amounts on deposit in the JP Collection Account on the last Business Day of each month (except upon (a) the occurrence and during the continuance of an Event of Default and/or (b) the occurrence of a Trigger Event and during the continuance of a Trigger Period) to an account specified by Observatory Tenant. Upon the occurrence of an Event of Default or Trigger Event and during the continuance of an Event of Default or Trigger Period, as applicable, each of HSBC Collection Bank and JP Collection Bank shall transfer all amounts on deposit in the HSBC Collection Account and the JP Collection Account to or as directed by Agent; provided, however, that upon the occurrence of a Trigger Event and during the continuance of a Trigger Period, the amounts on deposit in the HSBC Collection Account and the JP Collection Account shall be transferred and applied in the manner set forth in Section 6.5.6 hereof. Pursuant to the HSBC Account Control Agreement, provided no Event of Default or Trigger Period is continuing, HSBC Collection Bank shall transfer all collected and available funds on a daily basis, as determined by HSBC Collection Bank’s then current funds availability schedule, received in the HSBC Collection Account to the Borrower’s Account. Pursuant to the JP Account Control Agreement, provided no Event of Default or Trigger Period is continuing, JP Collection Bank shall transfer all collected and available funds on the last Business Day of each calendar month, as determined by JP Collection Bank’s then current funds availability schedule, received in the JP Collection Account to an account designated by Observatory Tenant. Borrower agrees that, prior to the payment in full of the Debt, the terms and conditions of the HSBC Account Control Agreement and JP Account Control Agreement shall not be amended or modified without the prior written consent of Agent (which consent Agent may grant or withhold in its reasonable discretion). In recognition of Agent’s and Lenders’ security interest in the funds deposited into the HSBC Collection Account and the JP Collection Account, Borrower shall identify the HSBC Collection Account and the JP Collection Account with the name of Agent, as secured party. The Escrow Accounts Agent hereby agrees that, in connection with Agent’s determination that a Trigger Event exists, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent). Agent shall establish and hold the following accounts (each, an “Account” and, collectively, the “Accounts” and, together with the HSBC Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the JP Collection Account, the Central Account or “Collateral Accounts”) with the Escrow Accounts except as specifically provided herein. Each transfer of funds to Cash Management Bank, which shall each be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in Agreement and the Escrow Accounts may be commingled with other monies held by Lender.Cash Management Agreement:

Establishment of Accounts. Lender Borrower hereby confirms that, simultaneously with the execution of this Agreement and pursuant to the Account Agreement, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) has established the Escrow Accounts and the Central Account with Cash Management Bank, in the name of Lender and the Collection Account Borrower (or in the joint name case of Borrower and the Maryland Property, Maryland Loan Guarantor) for the benefit of Lender, as secured party, the holding account (the “Holding Account”), which has been established as a securities account. The Escrow Accounts , the Collection Holding Account and each sub-account of such account and the Central funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall be under irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the sole dominion and control Collateral Accounts made by, or at the direction of, Borrower (or in the case of Lender and funds held therein shall not constitute trust fundsthe Maryland Property, Maryland Loan Guarantor). Borrower hereby irrevocably directs and authorizes Lender agrees that, prior to withdraw funds from the Collection Accountpayment in full of the Indebtedness, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower the Account Agreement shall have no right not be amended or modified without the prior written consent of withdrawal Lender (which consent Lender may grant or withhold in respect of the Collection Accountits sole discretion), and if a Securitization has occurred, the Central delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender’s security interest in the funds deposited into the Collateral Accounts, the Holding Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to named as follows: “BlueLinx Portfolio Holding Account f/b/o German American Capital Corporation, as secured party, (Account Number 5000000140431).” Borrower confirms that it has established with Cash Management Bank the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry following sub-accounts of an Eligible the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “Securities Account” pursuant to Article 8 of the UCC and (iv) shall each be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender as secured party and Borrower has established the Collection Rent Account in the joint name names of Borrower and Lender, as secured party, and Borrower. The Escrow Accounts Rent Account, the Collection Central Account and the Central Account Escrow Accounts shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Rent Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Rent Account, the Central Account or the Escrow Accounts except as specifically provided hereinAccounts. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, Rent Account or the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the SAOT Sub-Account, the Mez Payment Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender and the Collection Account in the joint name of Borrower and Lender, Xxxxxx as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, and to deposit into and withdraw funds from the Central Account (from and after the occurrence of a Trigger Event) and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided hereinAccounts. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Financial Covenant Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “"Sub-Account” " and collectively, the “"Sub-Accounts”") to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument, provided, however, that the Sub-Accounts shall only be required after the occurrence and during the continuance of any Trigger Event. Sums held in the Escrow Accounts may be commingled with other monies held by Xxxxxx as long as the funds therein and the returns thereon are reflected in the Lender's records.

Establishment of Accounts. Lender has established The Servicer, for the Escrow Accounts benefit of the Beneficiaries and the Central Account Certificateholders, shall establish and maintain in the name of Lender the Indenture Trustee and the Collection Account in the joint name of Borrower and Lender, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the Indenture Trustee's sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from an Eligible Deposit Account known as the Alliance Laundry Equipment Receivables Trust 2000-A Collection Account (the "Collection Account"), and to deposit into and withdraw bearing an additional designation clearly indicating that the funds from deposited therein are held for the Central Account benefit of the Beneficiaries and the Escrow AccountsCertificateholders. The Servicer, all in accordance with for the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect benefit of the Collection Noteholders, shall establish and maintain in the name of the Indenture Trustee and under the Indenture Trustee's sole dominion and control an Eligible Deposit Account known as the Alliance Laundry Equipment Receivables Trust 2000-A Note Distribution Account (the "Note Distribution Account"), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Insurer. Pursuant to the Trust Agreement, the Central Account or Servicer, for the Escrow Accounts except as specifically provided herein. Each transfer benefit of funds to be made hereunder the Certificateholders, shall be made only to the extent that funds are on deposit establish and maintain in the Collection name of the Owner Trustee an Eligible Deposit Account known as the Alliance Laundry Equipment Receivables Trust 2000-A Certificate Distribution Account (the "Certificate Distribution Account"), bearing an additional designation clearly indicating that the Central Account or funds deposited therein are held for the affected Sub-Account or Escrow Accountbenefit of the Certificateholders. The Servicer, for the benefit of the Beneficiaries and Lender the Certificateholders, shall have no responsibility to make additional funds available establish and maintain in the event name of the Indenture Trustee under the Indenture Trustee's sole dominion and control an Eligible Deposit Account known as the Alliance Laundry Equipment Receivables Trust 2000-A Lockbox Account (the "Lockbox Account") bearing an additional designation clearly indicating that the funds on deposit deposited therein are insufficientheld for the benefit of the Beneficiaries and the Certificateholders. The Central Servicer shall establish and maintain the Reserve Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security InstrumentSection 4.07. Sums Each of the Designated Accounts shall be initially established with the Indenture Trustee and shall be maintained with the Indenture Trustee and shall be under its sole dominion and control so long as (A) the short-term unsecured debt obligations of the Indenture Trustee have the Required Deposit Rating or (B) each of the Designated Accounts are maintained in the corporate trust department of the Indenture Trustee. All amounts held in such accounts (including amounts which the Escrow Accounts may Servicer is required to remit daily to the Collection Account pursuant to Section 5.04) shall, to the extent permitted by applicable laws, rules and regulations, be commingled with other monies held invested, at the written direction of the Servicer, by Lender.such bank or trust company in Eligible

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender as secured party and Borrower has established the Collection Rent Account in the joint name names of Borrower and Lender, as secured party, and Borrower. The Escrow Accounts Accounts, the Collection Rent Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Central Account, and to deposit into and withdraw funds from the Central Rent Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Central Account, the Central Rent Account or the Escrow Accounts except as specifically provided hereinAccounts. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, Account and the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender and the Collection Rent Account in the joint name of Borrower Grantor, Manager and Lender, as secured party. The Escrow Accounts Accounts, the Collection Rent Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower Grantor hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Rent Account, and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower Grantor shall have no right of withdrawal in respect of the Collection Rent Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Rent Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.

Establishment of Accounts. Lender Borrower hereby confirms that pursuant to the Collection Account Agreement, Borrower has established the Escrow Accounts and the Central Account with Collection Bank, in the name of Lender Operating Lessee for the benefit of Administrative Agent, as secured party, a collection account (the “Collection Account”), which has been established as an interest-bearing deposit account. Following the Closing Date, Borrower will establish (i) in the name of Operating Lessee for the benefit of Administrative Agent, as secured party, the Hotel Operating Account, which will be an interest-bearing deposit account and (ii) in the name of Borrower for the benefit of Administrative Agent, as secured party, a holding account (the “Holding Account”), which will be a securities account. Each of the Collection Account, the Hotel Operating Account and the Holding Account and each sub-account of the Holding Account and the funds deposited therein and the securities and other assets credited thereto shall serve as security for the Obligations. Pursuant to the Collection Account Agreement, Borrower shall irrevocably instruct and authorize Collection Bank to disregard any and all orders for withdrawal from the Collection Account made by, or at the direction of, Borrower other than to transfer all amounts on deposit in the joint Collection Account on a daily basis to the Hotel Operating Account. Pursuant to the Hotel Operating Account Agreement, Hotel Operating Account Bank shall comply with instructions of Manager or Operating Lessee with respect to funds held in the Hotel Operating Account until such time as Hotel Operating Account Bank receives an instruction from Administrative Agent, in accordance with the Hotel Operating Account Agreement, directing the Hotel Operating Account Bank to cease to comply with the instructions of Manager or Operating Lessee with respect to such funds. Pursuant to the Holding Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Holding Account made by, or at the direction of, Borrower. Borrower agrees that, prior to the payment in full of the Obligations, the terms and conditions of the Hotel Operating Account Agreement, the Collection Account Agreement and the Holding Account Agreement shall not be amended or modified without the prior written consent of Administrative Agent (which consent Administrative Agent may grant or withhold in its sole discretion). In recognition of Administrative Agent’s security interest in the funds deposited into and the securities and other assets credited to the Collection Account, the Hotel Operating Account and the Holding Account, Borrower shall identify each of the Collection Account, the Hotel Operating Account and the Holding Account with the name of Borrower and LenderAdministrative Agent, as secured party. The Escrow Accounts , the Collection Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the named as follows: “Xxxxxx Hotel, New York, NY f/b/o Deutsche Bank Trust Company Americas, as Administrative Agent Collection Account, and to deposit into and withdraw funds from the Central ”. The Hotel Operating Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Account, the Central Account or the Escrow Accounts except as specifically provided herein. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection named as follows: “Xxxxxx Hotel, New York, NY f/b/o Deutsche Bank Trust Company Americas, as Administrative Agent Hotel Operating Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient”. The Central Holding Account shall contain the Basic Carrying Costs Subbe named as follows: “Xxxxxx Hotel, New York, NY f/b/o Deutsche Bank Trust Company Americas, as Administrative Agent Holding Account”. The following sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible established in the Holding Account (each each, a “Sub-Account” and and, collectively, the “Sub-Accounts” and together with the Holding Account and the Collection Account, the “Collateral Accounts”), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a “Securities Account” pursuant to Article 8 of the UCC and (iv) shall each be an account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.Agreement:

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender Xxxxxx as secured party and Xxxxxxxx has established the Collection Rent Account in the joint name names of Borrower and LenderXxxxxx, as secured party, and Xxxxxxxx. The Escrow Accounts Accounts, the Collection Rent Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender Xxxxxx to withdraw funds from the Collection Central Account, and to deposit into and withdraw funds from the Central Rent Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Central Account, the Central Rent Account or the Escrow Accounts except as specifically provided hereinAccounts. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the Reletting Reserve Sub-Account, the Operation and Maintenance Expense Sub-Account and the Curtailment Reserve Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by LenderXxxxxx.

Establishment of Accounts. Lender has established the Escrow Accounts and the Central Account in the name of Lender as secured party and Borrower has established the Collection Rent Account in the joint name names of Borrower and Lender, as secured party, and Borrower. The Escrow Accounts Accounts, the Collection Rent Account and the Central Account shall be under the sole dominion and control of Lender and funds held therein shall not constitute trust funds. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Collection Account, Rent Account and to deposit into and withdraw funds from the Central Account and the Escrow Accounts, all in accordance with the terms and conditions of this Security Instrument. Borrower shall have no right of withdrawal in respect of the Collection Central Account, the Central Rent Account or the Escrow Accounts Accounts, except to the extent expressly provided for in this Agreement, including without limitation as specifically provided hereinfor in Section 5.01. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Collection Rent Account, the Central Account or the affected Sub-Account or Escrow Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the Recurring Replacement Reserve Sub-Sub Account, the Operation and Maintenance Expense Management Fee Sub-Account and the Curtailment Reserve Operations and Maintenance Expense Sub-Account, each of which accounts shall be Eligible Accounts or book-entry sub-accounts of an Eligible Account (each a “Sub-Account” and collectively, the “Sub-Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Security Instrument. Sums held in the Escrow Accounts may be commingled with other monies held by Lender.. 64 Section 5.03. Intentionally Omitted. 65