Common use of Lockbox Account Clause in Contracts

Lockbox Account. (A) On the Closing Date, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

Lockbox Account. (Aa) On the Closing Date, each Pledgor the Parties entered into the Lockbox Agreement with the Lockbox Bank. (b) The Lender Concentration Account shall deliver be held solely for the benefit of the Lender, subject to the Agent terms and conditions of this Amended Agreement. The Lender shall have immediate and full access to any funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Amended Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever other than those of the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Amended Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit F. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower in relation thereto, Borrower shall immediately (A) notify the applicable Contract Party to remit to the Lockbox Account when due all Royalties that are due and payable to Borrower in respect of or derived from such License Agreement, In License or invoice and (B) in each account listed for case, provide to the Lender a copy of each such Pledgor on Exhibit B hereto notification. (f) Borrower shall have no right to terminate the Lockbox Account without Lender’s prior written consent. Any such consent, which the Lender may grant or withhold in its discretion, shall be subject to the satisfaction of each a "LOCKBOX ACCOUNT")of the following conditions to the satisfaction of the Lender: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) Lender, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of Exhibit E hereto or in the Lockbox Agreement initially entered into and such other form as agreement shall be satisfactory to considered the Agent “Lockbox Agreement” under this Amended Agreement and the other Loan Documents; (each a "LOCKBOX AGREEMENT"iii) which shall establish such account all funds and items in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant accounts subject to the Lockbox Agreement for each to be terminated shall be transferred to the new accounts held at the successor Lockbox Account), shall constitute part Bank prior to the termination of the Collateral hereunder and then existing Lockbox Bank; and (iv) Borrower shall not constitute payment have received evidence that all of the Secured Obligations until applied thereto as hereinafter providedapplicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (Bg) Each Pledgor [Intentionally Omitted] (h) All Gross Payments shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a be paid into the Lockbox Account of such Pledgor (if paid or to any other account(s) designated in writing by wire transfer). In addition the Lender(s) to the foregoingBorrower, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) and amounts deposited therein shall be received by such Pledgor, such Pledgor shall treated as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held described in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor.Exhibit F. (Ci) The balance from time to time standing to Borrower shall pay voluntary prepayments made at the credit election of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor Borrower in accordance with Section 3.02(a) or any payment made in accordance with the provisions last sentence of Section 4.01(a) to the Lockbox Account. (j) In the event any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such Royalties by wire transfer of immediately available funds directly to Lender Bank Account), (ii) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall be in addition to any amounts payable under Section 4.02(d) of this Amended Agreement. (l) Any payments, other than from funds paid to Lender from the Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each Lockbox Agreementcalendar year during the term of the Loans, to the extent that either Lender or Borrower has determined that there is a discrepancy as to the amounts paid to Lender hereunder for such calendar year, then the Person who has made such determination may notify the other in writing of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event that either Agent or Borrower delivers to the other party a Discrepancy Notice, Lenders and Borrower shall meet in person or by telephone conference as specified by Lender within [*****] (or such other time as mutually agreed by the parties) after the receiving party has received a Discrepancy Notice to resolve in good faith such discrepancy. If immediately available cash on deposit in the Lockbox Accounts discrepancy has been resolved and, as a result thereof, it is determined that a payment is owing by Lender to Borrower or by Borrower to Lender, then the Party owing such payment shall promptly pay such payment to the other Party. If, within [*****] after receipt of the Discrepancy Notice, Borrower and Lender cannot sufficient resolve any such discrepancies, then Lender and Borrower shall promptly instruct their respective firms of independent certified public accountants to make any distribution select, within [*****] thereafter, a third internationally recognized accounting firm (the “Independent Accountants”). After offering Borrower and its representatives and Lender and their representatives the opportunity to any Pledgor referred present their positions as to in the previous sentence of this Section 5(C)disputed items, which opportunity shall not extend for more than [*****] after the Independent Accountants have been selected, the Agent Independent Accountants shall cause to be liquidated review the disputed matters and the materials submitted by Borrower and Lender and, as promptly as practicable Liquid Investments practicable, deliver to Borrower and Lender a statement in writing setting forth its determination of the proper treatment of the discrepancies as to which there was disagreement, and that determination will be final and binding upon the Parties without any further right of appeal. If Borrower has delivered the Discrepancy Notice that has resulted in the Lockbox Accounts designated selection of the Independent Accountants, Borrower will bear all the charges of the Independent Accountants. If Agent has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, Lenders will bear all the charges of the Independent Accountants unless the Independent Accountants determine that the amounts paid to Lender for the applicable calendar year underpaid Lender by an amount equal or in excess of [*****] of the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause amounts determined to be applied (subject due to collection) any or Lender for such calendar year, in which event Borrower shall bear all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control charges of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Independent Accountants.

Lockbox Account. (Aa) On the Closing Date, each Pledgor the parties hereto shall deliver enter into a Lockbox Agreement substantially in the form attached hereto as Exhibit F, which Lockbox Agreement will provide for, among other things, the establishment and maintenance of a Lockbox Account, a Company Concentration Account and a Lender Concentration Account in accordance with the terms herein and therein. (b) The Lender Concentration Account shall be held solely for the benefit of the Lender, subject to the Agent terms and conditions of this Agreement. The Lender shall have immediate and full access to any funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever other than those of the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit K. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower in relation thereto, Borrower shall immediately upon the execution of the Lockbox Agreement (A) notify the applicable Contract Party to remit to the Lockbox Account when due all Royalties that are due and payable to Borrower in respect of or derived from such License Agreement, In License or invoice and (B) in each account listed for case, provide to the Lender a copy of each such Pledgor on Exhibit B hereto notification. (f) Borrower shall have no right to terminate the Lockbox Account without Borrower’s prior written consent. Any such consent, which the Lender may grant or withhold in its discretion, shall be subject to the satisfaction of each a "LOCKBOX ACCOUNT")of the following conditions to the satisfaction of the Lender: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) Lender, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent Lockbox Agreement initially entered into; (each a "LOCKBOX AGREEMENT"iii) which shall establish such account all funds and items in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant accounts subject to the Lockbox Agreement for each to be terminated shall be transferred to the new accounts held at the successor Lockbox Account), shall constitute part Bank prior to the termination of the Collateral hereunder and then existing Lockbox Bank; and (iv) Borrower shall not constitute payment have received evidence that all of the Secured Obligations until applied thereto as hereinafter providedapplicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (Bg) Each Pledgor Prior to the date on which the Lockbox Agreement is executed by all parties thereto, Borrower shall instruct all cause any payments that would be swept into the Lender Concentration Account Debtors and other Persons obligated in respect pursuant to Exhibit K but are received by Borrower and/or any of all Accounts, its Subsidiaries to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments be paid directly to a Lockbox Account of such Pledgor (if paid the Lender, by wire transfer). In addition transfer to Lender Bank Account, on Wednesday of every other week for the foregoing, each Pledgor agrees that if period ending on the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property Friday of the Secured Parties and shall not be commingled with any other funds or property of such Pledgorimmediately prior two weeks. (Ch) The balance from time to time standing to Following the credit of date on which the Lockbox Accounts shallAgreement is executed, except upon all Gross Payments shall be paid into the occurrence Lockbox Account or to any other account(s) designated in writing by the Lender(s) to Borrower, and continuation amounts deposited therein shall be treated as described in Exhibit K. (i) Borrower shall pay voluntary prepayments made at the election of an Event of Default, be distributed to each Pledgor Borrower in accordance with Section 3.02(a) or any payment made in accordance with the provisions last sentence of Section 4.01(a) to the Lockbox Account. (j) In the event at any time following the execution of the Lockbox Agreement by all parties thereto, any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (i) remit any such Royalties to the Lockbox Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such Royalties by wire transfer of immediately available funds directly to Lender Bank Account), (ii) notify such party to remit any future Royalties to the Lockbox Account and (iii) provide to Lender a copy of such notice. (k) Amounts payable pursuant to this Section 4.02 shall be in addition to any amounts payable under Section 4.02(d) of this Agreement. (l) Any payments, other than from funds paid to Lender from the Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (m) Within [*****] following delivery to Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each Lockbox Agreementcalendar year during the term of the Loan, to the extent that either Lender or Borrower has determined that there is a discrepancy as to the amounts paid to Lender hereunder for such calendar year, then the Person who has made such determination may notify the other in writing of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event that either Agent or Borrower delivers to the other party a Discrepancy Notice, Lenders and Borrower shall meet in person or by telephone conference as specified by Lender within [*****] Days (or such other time as mutually agreed by the parties) after the receiving party has received a Discrepancy Notice to resolve in good faith such discrepancy. If immediately available cash on deposit in the Lockbox Accounts discrepancy has been resolved and, as a result thereof, it is determined that a payment is owing by Lender to Borrower or by Borrower to Lender, then the Party owing such payment shall promptly pay such payment to the other Party. If, within [*****] days after receipt of the Discrepancy Notice, Borrower and Lender cannot sufficient resolve any such discrepancies, then Lender and Borrower shall promptly instruct their respective firms of independent certified public accountants to make any distribution select, within [*****] Days thereafter, a third internationally recognized accounting firm (the “Independent Accountants”). After offering Borrower and its representatives and Lender and their representatives the opportunity to any Pledgor referred present their positions as to in the previous sentence of this Section 5(C)disputed items, which opportunity shall not extend for more than [*****] days after the Independent Accountants have been selected, the Agent Independent Accountants shall cause to be liquidated review the disputed matters and the materials submitted by Borrower and Lender and, as promptly as practicable Liquid Investments practicable, deliver to Borrower and Lender a statement in writing setting forth its determination of the proper treatment of the discrepancies as to which there was disagreement, and that determination will be final and binding upon the parties hereto without any further right of appeal. If Borrower has delivered the Discrepancy Notice that has resulted in the Lockbox Accounts designated selection of the Independent Accountants, Borrower will bear all the charges of the Independent Accountants. If Agent has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, Lenders will bear all the charges of the Independent Accountants unless the Independent Accountants determine that the amounts paid to Lender for the applicable calendar year underpaid Lender by an amount equal or in excess of [*****] of the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause amounts determined to be applied (subject due to collection) any or Lender for such calendar year, in which event Borrower shall bear all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control charges of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Independent Accountants.

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor Borrower shall deliver to establish and maintain an account (the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")) with Lockbox Bank in trust for the benefit of Lender, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory under the sole dominion and control of Lender. The Lockbox Account shall be entitled "Behringer Harvard Paces West, LLC, as Borrower, and Bear ▇▇▇▇▇▇▇ Commercial Mortgage, Inc., as Lender, pursuant to the Agent (each Loan Agreement dated as of April 19, 2006 - Lockbox Account". Borrower hereby grants to Lender a "LOCKBOX AGREEMENT") which shall establish such account first-priority security interest in the name "NationsCredit Commercial CorporationLockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, as Agent"including, without limitation, executing and under filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the exclusive control of sole right to make withdrawals from the Agent. From Lockbox Account and after all costs and expenses for establishing and maintaining the Closing Date, there Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds Debt. (b) Borrower shall, or shall cause Property Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Property Manager to, deposit all amounts received by Borrower or Property Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Collateral required Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect rights and remedies available to the balance from time to time standing to the credit of each Lockbox AccountLender, including apply any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time sums then present in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant Account to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedDebt in any order in its sole discretion. (Be) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a The Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties an Eligible Account and shall not be commingled with any other funds monies held by Borrower or property of such PledgorLockbox Bank. (Cf) The balance from time Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to time standing attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the credit secured party, to be filed with respect thereto, and except for the rights of the Lockbox Accounts shall, except upon Bank under the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (Dg) Amounts on deposit Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Accounts shall be invested and re-invested Account and/or the Lockbox Agreement (unless arising from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in gross negligence or willful misconduct of Lender) or the name and be under the control performance of the Agent; provided that, if an Event of Default has occurred and is continuing, obligations for which the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Lockbox Account was established.

Lockbox Account. Borrower hereby covenants and agrees as follows with respect to the Lockbox Account: (Aa) On Borrower has established with Lender a non-interest bearing blocked collateral account (without check writing privileges) as Account No. ▇▇▇▇▇▇▇▇ (the Closing Date“Lockbox Account”). At all times during the Loan Term, each Pledgor Borrower shall maintain the Lockbox Account with Lender and a minimum balance of not less than Fifty Thousand Dollars ($50,000) shall be on deposit in the Lockbox Account. During any Lockbox Period, the Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be denominated “▇▇▇▇▇ REIT One Wilshire LP, as Pledgor/Bank of China, LAB, as Pledgee Lockbox Acct.” Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all reasonable actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including filing UCC-1 Financing Statements and continuations thereof. (b) Borrower shall cause all payments due to Borrower from the Counterparty pursuant to any Interest Rate Cap Agreement to be deposited directly by the Counterparty into the Lockbox Account. In furtherance of the foregoing, Borrower shall execute and deliver to each Counterparty written authorizations and instructions irrevocably directing such Counterparty to deposit into the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory Lockbox Account all payments due from the Counterparty to Borrower pursuant to the Agent Interest Rate Cap Agreement. 14961843v.6 (each c) Until the occurrence of a "LOCKBOX AGREEMENT") which Lockbox Trigger Event, Borrower shall establish such account in have full right of access to and the name "NationsCredit Commercial Corporationright to withdraw or direct payment of funds from the Lockbox Account and otherwise administer the Lockbox Account, as Agent", subject to Section 2.11.3 above and under the exclusive control other provisions of this Agreement and the AgentLoan Documents. From and after the Closing Dateoccurrence of a Lockbox Trigger Event and during any Lockbox Period, there Borrower shall be deposited not have any right to withdraw or direct payment of funds from time to time into the Lockbox Accounts Account or otherwise administer the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time all funds in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Account shall be disbursed as hereinafter provided in Section shall vest in 3.1.4 below, until the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part expiration of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedapplicable Lockbox Period. (Bd) Each Pledgor shall instruct all Notwithstanding Section 3.1.2(c) above, Borrower acknowledges and agrees that Lender has the right to debit the Lockbox Account Debtors and other Persons obligated as described in respect Section 2.11.3 above regardless of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to whether a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Trigger Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and regardless of whether a Lockbox Period is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:existence.

Lockbox Account. (Ai) On the Closing Date, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which The Servicer shall establish such account and maintain a Lockbox Account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after Borrower, for the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds benefit of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Administrative Agent, on behalf and for the benefit of the Secured Parties. Pursuant to the Lockbox Agreement, the Administrative Agent has authorized the Servicer to direct dispositions of funds on deposit in the Lockbox Account to the Collection Account (but not to any other account), and no other Person, except the Lockbox Processor and the Administrative Agent, has authority to direct disposition of funds on deposit in the Lockbox Account. However, the Lockbox Agreement shall provide that the Lockbox Bank will comply with a perfected security interest thereininstructions originated by the Administrative Agent relating to the disposition of the funds in the Lockbox Account without further consent by the Seller, each Liquid Investment the Servicer or the Borrower. The Administrative Agent shall have no liability or responsibility with respect to the Lockbox Processor’s directions or activities as set forth in the preceding sentence. The Lockbox Account shall be either:established pursuant to and maintained in accordance with the Lockbox Agreement and shall be a demand deposit account established and maintained with ▇▇▇▇▇ Fargo Bank, National Association, or at the request of the Administrative Agent an Eligible Account satisfying clause (i) of the definition thereof; provided, however, that the Administrative Agent shall give the Servicer prior written notice of any change made in the location of the Lockbox Account. The Servicer shall establish and maintain a Post-Office Box at a United States Post Office Branch in the name of the Borrower for the benefit of the Administrative Agent for the further benefit of the Secured Parties. (ii) Notwithstanding the terms of the Lockbox Agreement, or any of the provisions of this Agreement relating to the Lockbox Agreement, the Servicer shall remain obligated and liable to the Borrower, the Backup Servicer, the Paying Agent, the Administrative Agent and the Lenders for servicing and administering the Receivables and the Collateral in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue thereof. (iii) In the event the Seller shall for any reason no longer be acting as the Servicer hereunder, the Backup Servicer or another Successor Servicer shall thereupon assume all of the rights and obligations of the outgoing Servicer under the Lockbox Agreement. In such event, the Backup Servicer or such other Successor Servicer shall be deemed to have assumed all of the outgoing Servicer’s interest therein and to have replaced the outgoing Servicer as a party to the Lockbox Agreement to the same extent as if such Lockbox Agreement had been assigned to the Backup Servicer or such other Successor Servicer, except that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lockbox Bank under the Lockbox Agreement. The outgoing Servicer shall, upon request of the Administrative Agent, but at the expense of the outgoing Servicer, deliver to the Backup Servicer or such other Successor Servicer all documents and records relating to the Lockbox Agreement and an accounting of amounts collected and held by the Lockbox Bank and otherwise use its best efforts to effect the orderly and efficient assignment of the Lockbox Agreement to the Backup Servicer or such other Successor Servicer. In the event that the Administrative Agent shall elect to change the identity of the Lockbox Bank, the Servicer, at its expense, shall cause the Lockbox Bank to deliver, at the direction of the Administrative Agent, to the Paying Agent or a successor Lockbox Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) by the Lockbox Bank (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the Lockbox arrangement. (iv) On each Business Day, pursuant to the Lockbox Agreement, the Lockbox Processor will transfer any payments from Obligors received in the Post-Office Boxes to the Lockbox Account. Within two (2) Business Days of receipt of funds into the Lockbox Account, the Servicer shall cause the Lockbox Bank to transfer cleared funds from the Lockbox Account to the Collection Account. In addition, the Servicer shall remit all payments by or on behalf of the Obligors received by the Servicer with respect to the Receivables (other than the Collateral) and all Net Liquidation Proceeds no later than two (2) Business Days following receipt directly (without deposit into any intervening account) into the related Lockbox Account or the Collection Account. The Servicer shall not commingle its assets and funds with those on deposit in the Lockbox Account.

Lockbox Account. (a) Borrower shall establish and, during the term of the Loan, maintain one or more segregated Eligible Accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall initially consist of four separate accounts which shall be entitled (A) On “Centro NP Holdings 12 SPE, LLC, et al. fbo JPMorgan Chase Bank, N.A., as Lender pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”, (B) “Centro NP Arbor Faire Owner, L.P., et al. fbo JPMorgan Chase Bank, N.A., as Lender pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”, (C) “Centro NP Augusta West Plaza, LLC, et al., as Borrower fbo JPMorgan Chase Bank, N.A., as Lender and pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”, and (D) “Centro NP Holdings 11 SPE, LLC, et al. as Borrower fbo JPMorgan Chase Bank, N.A., as Lender and pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”; provided, however, that such Lockbox Account shall have subaccounts thereof which include the Closing Datename of each applicable Individual Property. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Lockbox Account, each Pledgor including, without limitation, filing UCC-1 financing statements and continuations thereof. Lender and Servicer shall deliver have the sole right to make withdrawals from the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form Lockbox Account. All costs and expenses of Exhibit E hereto or in such other form as establishing and maintaining the Lockbox Account shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agentpaid by Borrower. From and after the Closing Date, there shall be All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds of Debt. The Lockbox Agreement shall remain in effect and the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account shall remain in accordance with subsection (C) below. All right, title and interest existence until the Loan has been repaid in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedfull. (Bb) Each Pledgor Borrower shall, or shall instruct all Account Debtors and other Persons obligated in respect of all Accountscause Manager to, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its following the Closing Date but in no event later than three (3) Business Days thereafter, deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Until so depositedBorrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents (including, without limitation, all such proceeds shall be held in trust by such Pledgor for and as Termination Payments) into the property of the Secured Parties and shall not be commingled with any other funds or property of such PledgorLockbox Account within one (1) Business Day after receipt thereof. (Cc) The balance Borrower shall obtain from time Lockbox Bank its agreement to time standing transfer to the credit Cash Management Account on each Business Day in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account (other than the reasonable fees of the Lockbox Accounts shall, except upon Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan. (d) Upon the occurrence and continuation of an Event of Default, be distributed Lender may, in addition to each Pledgor any and all other rights and remedies available to Lender, apply any sums then present in accordance with the provisions Lockbox Account to the payment of each Lockbox Agreement. If immediately available cash the Debt in such order and priority as Lender shall determine in its sole discretion. (e) Funds on deposit in the Lockbox Accounts is Account shall not sufficient to make be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments security interest in the Lockbox Accounts designated by Account or the Pledgors as required monies deposited therein or permit any Lien to obtain sufficient cash attach thereto, or any levy to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon thereon, or any UCC-1 financing statement, except those naming Lender as the occurrence and continuation of an Event of Defaultsecured party, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9filed with respect thereto. (Dg) Amounts on deposit Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Accounts shall be invested and re-invested Account and/or the Lockbox Agreement (unless arising from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in gross negligence or willful misconduct of Lender) or the name and be under the control performance of the Agent; provided that, if an Event of Default has occurred and is continuing, obligations for which the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Lockbox Account was established.

Lockbox Account. (Aa) On During the term of the Loan, Borrower shall establish and maintain an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “▇▇▇▇ ▇▇ Abilene TX, LLC as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December 15, 2010 — Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, each Pledgor shall deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent"Lockbox Account. Borrower shall, and under the exclusive control of the Agent. From and after the Closing Dateshall cause Manager to, there shall be deposited from time to time deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered Account within one (1) Business Day after receipt thereof. (c) Pursuant to the Agent pursuant Lockbox Agreement, the Lockbox Bank will agree to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect transfer to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Cash Management Account in accordance with subsection (C) below. All right, title and interest in and to the cash immediately available funds by federal wire transfer all amounts on deposit from time to time in the Lockbox Accounts together with Account (except for any Liquid Investments from time to time made pursuant to subsection (D) required minimum balances and/or fees of this Section shall vest the Lockbox Bank, as specified in the Agent (pursuant to Lockbox Agreement) once every Business Day throughout the Lockbox Agreement for each Lockbox Account), shall constitute part term of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedLoan. (Bd) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation during the continuance of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that any way connected with the Lockbox Account and/or the Lockbox Agreement (iunless arising from the gross negligence or willful misconduct of Lender) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. (Aa) On Borrower shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, each Pledgor which Lockbox Account shall deliver to be under the Agent sole dominion and control of Lender. The Lockbox Account shall be entitled “HRHH Development Transferee, LLC, for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the benefit of Column Financial, a lockbox agreement substantially in form of Exhibit E hereto Inc., its successors and/or assigns — Lockbox Account” or in such other form title as shall be satisfactory reasonably acceptable to Lender and the applicable Lockbox Bank. Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, and will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof and entering into a deposit account control agreement with Lockbox Bank and Lender in a form or forms reasonably acceptable to Lender. Lender shall have the sole right to make withdrawals from the Lockbox Account for application pursuant to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision terms of this Agreement and all other funds of such Pledgor. Any income received with respect to reasonable costs and expenses for establishing and maintaining the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection shall be paid by Borrower. (Cb) below. All rightBorrower shall, title and interest in and or shall cause Manager (if applicable) to, deliver irrevocable written instructions to all commercial tenants under Leases of space at the cash amounts on deposit from time Property to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant deliver all Rents payable thereunder directly to the Lockbox Agreement for each Lockbox Account). Borrower shall, shall constitute part of the Collateral hereunder and shall not constitute payment cause Manager (if applicable) to, deposit all amounts received by Borrower or Manager (if applicable) constituting Rents (including Rents from all non-commercial tenants under Leases of space at the Secured Obligations until applied thereto as hereinafter providedProperty) or any other Gross Income from Operations into the Lockbox Account within one (1) Business Day after receipt. (Bc) Each Pledgor Borrower shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, obtain from Lockbox Bank its agreement to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition transfer to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made Cash Management Account in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash funds by federal wire transfer all amounts on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in Account once every Business Day throughout the previous sentence term of this Section 5(Cthe Loan. (d) Borrower and Lender agree that, notwithstanding the foregoing Sections 2.6.2 (a), (b) and (c), on the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution Closing Date Borrower shall not be made until such liquidation has taken placeobligated to establish or maintain the Lockbox Account, provided, however, Lender shall have the right, at any time 1. Upon Notwithstanding the occurrence and continuation of an Event of Defaultforegoing, the Agent Borrower shall, or shall cause Manager (if so instructed by applicable) to deposit, on the Required Lendersdate of receipt, apply or cause if received subsequent to be applied (subject to collection) any or all of 3:00 pm New York time, not later than the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determineBusiness Day following receipt, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by to the Agent and Cash Management Account at all times prior to the Lockbox Implementation Date, or (ii) in order to provide the AgentLockbox Account on and after the Lockbox Implementation Date, for any and all income and proceeds from the benefit Property of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:any kind or nature paid to or received by or on behalf of Borrower from any source.

Lockbox Account. (Aa) On the Closing Date, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which The Servicer shall establish such account a Lockbox Account identified as “the Lockbox Account for ▇▇▇▇▇▇ Master Facility Agreement, in trust for the Series 2002-A Secured Parties” on behalf of, and in the name "NationsCredit Commercial Corporationof, as Agent"MLR II LLC, and under the exclusive control of the Agent. From and after the Closing Date, there which shall be deposited from time an Eligible Bank Account. The Servicer shall direct each User to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and make all other funds of such Pledgor. Any income received payments with respect to the balance from time to time standing Series 2002-A Contracts which are due after the related Pledge Date directly to the credit Lockbox Account. Any notice delivered pursuant to the preceding sentence of this Section 3.09 after the date hereof shall provide that (i) it is irrevocable except by, or a notice accompanied by written consent of, the Series Controlling Party and (ii) the User will only be discharged from its obligations under the Series 2002-A Contract to the extent payments are sent to the Lockbox Account. (b) The Servicer shall issue and maintain a standing instruction to the Lockbox Bank under the Lockbox Agreement to the effect that (x) on each Business Day the Lockbox Bank shall (i) cause all items received in the post-office box related to the Lockbox Account since the preceding Business Day relating to the Series 2002-A Contracts to be deposited into the Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn and (ii) remit by electronic funds transfer into the Company from such Lockbox Series 2002-A Facility Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other available funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in Account and (y) if the Lockbox Accounts designated by Bank receives a written notice from the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Series Controlling Party stating that a Series Event of Default has occurred and is continuinghereunder, the Agent shallLockbox Bank shall thereafter follow such directions as it may thereafter receive from the Series Controlling Party with respect to Collections on the Series 2002-A Contracts (without the consent of any other Person), if instructed and shall not thereafter follow any directions of the Servicer (unless otherwise directed by the Required Lenders, cause such Liquid Investments Series Controlling Party). Such standing instruction shall be evidenced by an agreement with the Lockbox Bank in form and substance acceptable to be liquidated the Series Controlling Party. The Servicer will transfer any payments it receives directly rather than by payment to the Lockbox Account by or on behalf of the Users pursuant to the Series 2002-A Contracts and apply or cause to be applied the proceeds all Recoveries in respect thereof to the payment Series 2002-A Facility Account immediately upon receipt thereof. (c) Neither the Servicer, any Obligor nor any Affiliate thereof shall direct or shall have directed any payments to be remitted to the Lockbox Account unless such payments relate to the Series 2002-A Contracts, or to Contracts relating to other Series of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order Notes assigned to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Group A.

Lockbox Account. (Aa) On the Closing Date, each Pledgor shall deliver Upon thirty (30) days prior notice from Lender to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), Borrower that a lockbox agreement substantially in form of Exhibit E hereto or in such other form as account shall be satisfactory to the Agent (each required in connection with a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 Securitization or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation continuance of an Event of Default, Borrower shall establish and maintain a segregated Eligible Account (the "LOCKBOX ACCOUNT") to be distributed held by the Servicer in the trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled "BA Parkway Associates II, L.P., as Borrower, and ▇▇▇▇▇▇ Brothers Holdings Inc., as Lender, pursuant to Loan Agreement dated as of August 12, 1997 - Lockbox Account" and the title of the Lockbox Account shall be modified as necessary to include the name of any Additional Borrower becoming an Individual Borrower in connection with a Subsequent Advance after the date hereof. Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. (b) Upon the establishment of the Lockbox Account, Borrower shall, or shall cause each Pledgor Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause each Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account promptly upon receipt. (c) Upon the establishment of the Lockbox Account, Borrower shall obtain from Account Holder an agreement that Account Holder will commence to transfer to the Cash Collateral Account in accordance with the provisions of each Lockbox Agreement. If immediately available cash funds by federal wire transfer all amounts on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in Account once every other Business Day throughout the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9Term. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which Borrower and Maryland Owner shall establish such and maintain one (1) account in (the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the “Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (BAccount”) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from Properties with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “Inland Western Coram Plaza, L.L.C., as Borrower, and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of December 1, 2009 – Lockbox Account”. Each of Borrower and Maryland Owner hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to time standing to maintain in favor of Lender a perfected first priority security interest in the credit of each Lockbox Account, including any interest or capital gains on Liquid Investmentsincluding, may be withdrawn by without limitation, filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the Company sole right to make withdrawals from such the Lockbox Account in accordance with subsection (C) belowand all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower and Maryland Owner. All rightmonies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Each of Borrower and Maryland Owner shall, title and interest in and or shall cause Manager to, deliver Tenant Instruction Letters to all tenants under Leases on or prior to the cash Closing Date to deliver all Rents payable thereunder directly to the Lockbox Account. Each of Borrower and Maryland Owner shall, and shall cause Manager to, deposit all amounts received by Borrower, Maryland Owner or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in Account once every Business Day throughout the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part term of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedLoan. (Bd) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Maryland Owner, Manager or Lockbox Bank. (f) Neither Borrower nor Maryland Owner shall further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Each of Borrower and Maryland Owner shall indemnify Lender and Lockbox Bank and hold Lender and Lockbox Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in Section 9. For this purposeany way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender or Lockbox Bank, "Liquid Investments" means Temporary Cash Investments; provided that (ias applicable) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor Borrower shall deliver to establish and maintain an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Administrative Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the benefit of Lender, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory to under the Agent (each a "LOCKBOX AGREEMENT") which sole dominion and control of Administrative Agent. The Lockbox Account shall establish such account be titled as set forth in the name "NationsCredit Commercial Corporation, as Agent", and under Lockbox Agreement. Borrower hereby grants to Administrative Agent for the exclusive control benefit of the Agent. From and after the Closing Date, there shall be deposited from time to time into Lender a security interest in the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement Account and all other funds deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of such Pledgor. Any income received with respect to Administrative Agent a perfected security interest in the balance from time to time standing to the credit of each Lockbox Account, including any interest including, without limitation, filing UCC-1 financing statements and continuations thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or capital gains on Liquid Investments, may be withdrawn by hereafter acquired” or words to that effect. Administrative Agent shall have the Company sole right to direct withdrawals from such the Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant subject to the Lockbox Agreement and this Agreement and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, on or prior to the Closing Date, deliver written instructions to MGM/Mandalay Tenant to deliver all MGM/Mandalay Lease Rents payable under the Initial MGM/Mandalay Lease directly to the Lockbox Account (which written instructions may be included in the Initial MGM/Mandalay Lease). If a Replacement MGM/Mandalay Lease is entered into in accordance with the terms and provisions of this Agreement, Borrower shall promptly deliver written instructions to any such Replacement MGM/Mandalay Tenant to deliver all MGM/Mandalay Lease Rents payable under any such Replacement MGM/Mandalay Lease directly to the Lockbox Account (which written instructions may be included in the Replacement MGM/Mandalay Lease). Borrower shall deposit all unrestricted funds received by Borrower or unrestricted funds readily available to Borrower pursuant to the express terms and provisions of the MGM/Mandalay Lease Documents into the Lockbox Account within one (1) Business Day after receipt thereof. (c) If the Property is not subject to the MGM/Mandalay Lease and the Property is subject to a Brand Management Agreement, subject to Section 2.6.1(e), Borrower shall cause the Brand Manager pursuant to the Brand Management Agreement, and Brand Manager shall, deliver directly to the Lockbox Account all income and proceeds to which Borrower is entitled pursuant to the Brand Management Agreement within one (1) Business Day after Borrower is entitled to distributions thereto from Brand Manager pursuant to the Brand Management Agreement. If the Property is not subject to the MGM/Mandalay Lease and such Individual Property is not subject to a Brand Management Agreement, Borrower shall (i) cause the delivery of irrevocable written instructions to each of the credit card companies or credit card clearing banks with which Borrower or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to such Individual Property directly to the Lockbox Account and (ii) cause Manager to deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account, not less than two (2) times per week during the term of the Loan. (d) If the Property is not subject to the MGM/Mandalay Lease and the Property is subject to a Casino Management Agreement, so long as the Property is subject to a Casino Management Agreement with a Casino Operator, subject to Section 2.6.1(e), Borrower shall constitute part cause the Casino Operator pursuant to the Casino Management Agreement, and Casino Operator shall, deliver directly to the Lockbox Account all income and proceeds to which Borrower is entitled pursuant to the Casino Management Agreement within one (1) Business Day after Borrower is entitled to distributions thereto from Casino Operator pursuant to the Casino Management Agreement. (e) If the Property is not subject to the MGM/Mandalay Lease, then in the event that any such amounts or any Rents in respect of the Collateral hereunder and Property are paid directly to Borrower, Borrower shall deposit such amounts or such Rents into the Lockbox Account within two (2) Business Days following Borrower’s receipt thereof or if the applicable Individual Property is being managed by a Brand Manager pursuant to a Brand Management Agreement or a Casino Operator pursuant to a Casino Management Agreement, to the applicable Manager Account. Borrower shall promptly direct any Person delivering any such amounts or such other Rents directly to Borrower, to deliver such amounts or such other Rents directly to the Lockbox Account or if the applicable Individual Property is being managed by a Brand Manager pursuant to a Brand Management Agreement or a Casino Operator pursuant to a Casino Management Agreement, to the applicable Manager Account. For the avoidance of doubt, capital contributions of the indirect owners of Borrower shall not constitute Rents. (f) Borrower has obtained from Lockbox Bank, its agreement to transfer to the Cash Management Account (other than a reasonable peg balance and the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement), during a Cash Trap Period upon notice from Administrative Agent to Lockbox Bank of such Cash Trap Period, in immediately available funds by federal wire transfer or ACH transfers, all amounts on deposit in the Lockbox Account not less than two (2) times per week (the “Cash Trap Sweep Instructions”). In the event of a Cash Trap Event Cure, Administrative Agent shall, within three (3) Business Days of Borrower’s written request, provide notice of such Cash Trap Event Cure to the Lockbox Bank under the Lockbox Agreement that the Cash Trap Sweep Instructions are no longer in effect and that all amounts on deposit in the Lockbox Account shall be transferred by the Lockbox Bank to an account designated by Borrower. In the event a Cash Trap Period is not in effect, all amounts on deposit in the Lockbox Account shall be transferred by Lockbox Bank to an account designated by Borrower. (g) Subject to Priority Waterfall Payments made pursuant to Section 3.5 of the Cash Management Agreement and Section 2.6.2(e) hereof, upon the occurrence and during the continuance of an Event of Default, Administrative Agent may, in addition to any and all other rights and remedies available to Administrative Agent, apply any sums then present in the Lockbox Account and the Cash Management Account to the payment of the Secured Obligations until applied thereto as hereinafter providedDebt in any order in its sole discretion, subject to the terms of Section 7.6 of this Agreement. (Bh) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a The Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties an Eligible Account and shall not be commingled with any other funds monies held by Borrower, Casino Operator, Manager or property of such PledgorLockbox Bank. (Ci) The balance from time to time standing to the credit of the Lockbox Accounts shallBorrower shall not further pledge, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit assign or grant any security interest in the Lockbox Accounts is not sufficient Account or the monies deposited therein or permit any lien or encumbrance to make attach thereto, or any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause levy to be liquidated made thereon, or any UCC-1 financing statements, except those naming Administrative Agent as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution andsecured party, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9filed with respect thereto. (Dj) Amounts on deposit Borrower shall indemnify Administrative Agent and Lender and hold Administrative Agent and Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and actual and out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Accounts shall be invested and re-invested Account and/or the Lockbox Agreement (unless arising from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in gross negligence or willful misconduct of Administrative Agent or Lender) or the name and be under the control performance of the Agent; provided thatobligations for which the Lockbox Account was established. (k) In the event that Borrower shall enter into a Brand Management Agreement or Casino Management Agreement, if an Event of Default has occurred and is continuing, to the Agent shall, if instructed extent permitted by the Required Lendersterms of such Brand Management Agreement or Casino Management Agreement, and by any Gaming Laws, Borrower shall grant to Administrative Agent a security interest with respect to Borrower’s interest in each Manager Account maintained by such Brand Manager or Casino Operator and shall use commercially reasonable efforts to cause such Liquid Investments each Manager Account to be liquidated and apply or cause maintained as an Eligible Account. Borrower shall use commercially reasonable efforts to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent cause such Brand Manager or Casino Operator to consent to such grant of security interest and (ii) cause the Eligible Institution holding such Manager Account to acknowledge such security interest, pursuant to a deposit account control agreement in order form and substance reasonably acceptable to provide the AgentLender, for the benefit of the Secured PartiesEligible Institution, with a perfected security interest therein, each Liquid Investment shall be either:Borrower and such Brand Manager or Casino Operator.

Lockbox Account. (Aa) On During the term of the Loan, Borrower shall establish and maintain one or more accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “Beach House Owner, LLC, as Borrower, and JPMorgan Chase Bank, National Association and Citi Real Estate Funding, Inc., collectively, as Lender, pursuant to that certain Loan Agreement dated as of May 11, 2023– Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC‑1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid or defeased in full. The Lockbox Account shall at all times be an Eligible Account. (b) Borrower shall, or shall cause Operating Lessee and/or Manager to, on or prior to the Closing Date, each Pledgor shall deliver (i)Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Agent for Lockbox Account and (ii) irrevocable written instructions to each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Datecredit card companies or credit card clearing banks with which Borrower, there shall be deposited from time Operating Lessee or Manager has entered into merchant’s agreements to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and deliver all other funds of such Pledgor. Any income received receipts payable with respect to the balance from time to time standing Property directly to the credit of each Lockbox Account. Borrower shall, including any interest and shall cause Manager and Operating Lessee to, deposit all amounts received by Borrower, Operating Lessee or capital gains on Liquid Investments, may be withdrawn by Manager constituting Rents into the Company from such Lockbox Account within one (1) Business Day after receipt thereof. (c) In the event a Cash Sweep Period is not in accordance with subsection (C) below. All righteffect, title and interest in and to the cash all amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments Account (less the reasonable fees of Lockbox Bank) shall be transferred by Lockbox Bank to an account designated by Borrower once every Business Day. Notwithstanding the foregoing, Borrower shall obtain from time Lockbox Bank its agreement to time made pursuant transfer to subsection (D) of this Section shall vest the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Agent Lockbox Account (pursuant to less the reasonable fees of Lockbox Agreement for each Lockbox Account), shall constitute part Bank) once every Business Day during the continuance of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provideda Cash Sweep Period. (Bd) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Operating Lessee, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall (without duplication) indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that any way connected with the Lockbox Account and/or the Lockbox Agreement (iunless arising from the gross negligence or willful misconduct of Lender) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor Borrower shall deliver to establish and maintain an account (the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")) with Lockbox Bank in trust for the benefit of Lender, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory under the sole dominion and control of Lender. The Lockbox Account shall be entitled "Behringer Harvard Downtown Plaza LP, as Borrower, and Bear ▇▇▇▇▇▇▇ Commercial Mortgage, Inc., as Lender, pursuant to the Agent (each Loan Agreement dated as of June 14, 2005 - Lockbox Account". Borrower hereby grants to Lender a "LOCKBOX AGREEMENT") which shall establish such account first-priority security interest in the name "NationsCredit Commercial CorporationLockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, as Agent"including, without limitation, executing and under filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the exclusive control of sole right to make withdrawals from the Agent. From Lockbox Account and after all costs and expenses for establishing and maintaining the Closing Date, there Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds Debt. (b) Borrower shall, or shall cause Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day during the continuance of a Cash Trap Event Period throughout the term of the Collateral required Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect rights and remedies available to the balance from time to time standing to the credit of each Lockbox AccountLender, including apply any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time sums then present in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant Account to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedDebt in any order in its sole discretion. (Be) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a The Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties an Eligible Account and shall not be commingled with any other funds monies held by Borrower or property of such PledgorLockbox Bank. (Cf) The balance from time Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to time standing attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the credit secured party, to be filed with respect thereto, and except for the rights of the Lockbox Accounts shall, except upon Bank under the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (Dg) Amounts on deposit Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Accounts shall be invested and re-invested Account and/or the Lockbox Agreement (unless arising from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in gross negligence or willful misconduct of Lender) or the name and be under the control performance of the Agent; provided that, if an Event of Default has occurred and is continuing, obligations for which the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Lockbox Account was established.

Lockbox Account. (Aa) On Borrowers shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with the Lockbox Bank in trust for the benefit of Lender, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory under the sole dominion and control of Lender (and Borrower shall have no right to require Lockbox Bank to allow Borrower to make withdrawals from the Agent Lockbox Account). The Lockbox Account shall be entitled “▇▇▇▇ ▇▇ Janesville WI, LLC, as Borrower, pursuant to Loan Agreement dated as of April 1, 2010 — Lockbox Account.” Each Borrower (each i) hereby grants to Lender a "LOCKBOX AGREEMENT") which shall establish such account first priority security interest in the name "NationsCredit Commercial Corporation, as Agent"Lockbox Account and all deposits at any time contained therein and the proceeds thereof, and under (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the exclusive control Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. No Borrower shall in any way alter or modify the Lockbox Account. Borrowers will notify Lender of the Agentaccount number thereof. From Lender and after Servicer shall have the Closing Date, there sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrowers. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds of the Collateral required Debt. (b) Borrowers shall, or shall cause Manager to, deliver written instructions to be delivered all tenants under Leases to deliver all Rents payable thereunder directly to the Agent pursuant Lockbox Account. Borrowers shall, and shall cause Manager to, deposit all amounts received by any Borrower or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt. (c) Borrowers shall obtain from the Lockbox Bank its agreement in form and substance reasonably satisfactory to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect Lender, to transfer to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Cash Management Account in accordance with subsection (C) below. All right, title and interest in and to the cash immediately available funds by federal wire transfer all amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in Account once every week throughout the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part term of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedLoan. (Bd) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by any Borrower, Manager or Lockbox Bank. (f) No Borrower shall further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Subject to Section 9.4 hereof, each Borrower shall, jointly and severally, indemnify Lender and Lockbox Bank and hold Lender and Lockbox Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in Section 9. For this purposeany way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender or Lockbox Bank, "Liquid Investments" means Temporary Cash Investments; provided that (ias applicable) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. (Aa) On Borrower shall establish and --------------- maintain a segregated Eligible Account (the Closing Date, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")) to be held by The --------------- First National Bank of Chicago (the "ACCOUNT HOLDER") in the trust for the -------------- benefit of Lender, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory to under the Agent (each a sole dominion and control of Lender. The Lockbox Account shall be entitled "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial ▇▇▇▇▇▇▇▇ Properties Real Estate Fund I, L.P., as Borrower, and ▇▇▇▇▇▇ Brothers Realty Corporation, as Agent"Lender, and under the exclusive control pursuant to Loan Agreement dated as of the Agent. From and after the Closing DateFebruary 26, there shall be deposited from time 1997-Lockbox Account." Borrower hereby grants to time into Lender a first priority security interest in the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement Account and all other funds deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of such Pledgor. Any income received with respect to Lender a perfected first priority security interest in the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investmentsincluding, may be withdrawn by without limitation, executing and filing UCC-1 Financing Statements and continuations thereof and obtaining from the Company from Account Holder such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect executed acknowledgments of such Accounts security interest and shall use its reasonable best efforts agreements to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor act in accordance with the provisions Loan Documents as Lender may request. Borrower will not in any way alter or modify the Lockbox Account and will notify Lender of each the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox AgreementAccount. (b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. If Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Gross Receipts into the Lockbox Account promptly upon receipt. (c) Borrower shall obtain from Account Holder its agreement to transfer to the Cash Collateral Account in immediately available cash funds by federal wire transfer all amounts on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in Account once every other Business Day throughout the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all term of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9Loan. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

Lockbox Account. (Aa) On the Closing DateBorrower acknowledges and confirms that Borrower has established, each Pledgor and Borrower covenants that it shall deliver maintain, (i) pursuant to the Agent for each Lockbox Agreement, a separate and identifiable account listed for from all other funds held by the holding institution into which Borrower shall, and shall cause Manager to, deposit or cause to be deposited, all Rents and other revenue from the Individual Properties (such Pledgor account, all funds at any time on Exhibit B hereto (each a "LOCKBOX ACCOUNT"deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are referred to herein as the “Lockbox Account”), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the and (ii) an account with Lender’s Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", of Lender and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time Lender into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other which funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section Account shall vest in the Agent (be transferred pursuant to the Lockbox Agreement for each Lockbox terms of Section 10.2(b) hereof (such account, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are referred to herein as the “Cash Management Account”), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (Bb) Each Pledgor The Lockbox Account shall instruct all Account Debtors and other Persons obligated be in respect the name of Borrower for the benefit of Lender, provided that Borrower shall be the owner of all Accounts, to make all payments funds on deposit in respect of such Accounts accounts for federal and shall use its reasonable best efforts to cause such Account Debtors applicable state and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor local tax purposes (if paid by wire transfer). In addition except to the foregoing, each Pledgor agrees that if extent Lender retains any interest earned on the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into Cash Management Account for its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon own account following the occurrence and continuation of an Event of DefaultDefault (and until such time, if ever, that such Event of Default is expressly waived by Lender in writing in its sole discretion)). Sums on deposit in the Cash Management Account shall be distributed invested as determined and directed by Lender and all income earned thereon shall be the income of Borrower and be applied to each Pledgor and become part of the Cash Management Account. Neither Lockbox Bank nor Lender shall have any liability for any loss resulting from the investment of funds in accordance with the provisions terms and conditions of each this Agreement. (c) The Lockbox Agreement. If immediately available cash Account and Cash Management Account shall be subject to the exclusive dominion and control of Lender and, except as otherwise expressly provided herein, neither Borrower, Manager nor any other party claiming on deposit behalf of, or through, Borrower or Manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto. (d) Borrower agrees to pay the customary fees and expenses of Lockbox Bank (incurred in connection with maintaining the Lockbox Accounts is not sufficient to make Account) and Lender (incurred in connection with maintaining the Cash Management Account) and any distribution to any Pledgor referred to successors thereto in the previous sentence of this Section 5(C)connection therewith, the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated separately agreed by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance them from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9time. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

Lockbox Account. (Aa) On Borrower shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender as more fully described in the Lockbox Agreement. The Lockbox Account shall be entitled “ARG FEMRGWV001, LLC et al LB FBO Column Financial, Inc. and Citi Real Estate Funding Inc. and their successors and assigns as Lender”. Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid. The Lockbox Account shall at all times be an Eligible Account. The Lockbox Account shall be treated as a “deposit account” as such term is defined in Section 9-102(i) of the Uniform Commercial Code of the State of New York, as amended from time to time. (a) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, each Pledgor shall deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent"Lockbox Account. Borrower shall, and under the exclusive control of the Agent. From and after the Closing Dateshall cause Manager to, there shall be deposited from time to time deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection Account within two (B2) of this Section 5 or Business Days after receipt. Without in any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to way limiting the foregoing, each Pledgor agrees that if the proceeds of Borrower or Manager receives any Collateral hereunder Gross Income from Operations, including, without limitation, Rents from residential Tenants, then (including the payments made in respect of Accountsi) such amounts shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds deemed to be collateral for the Debt and shall be held in trust by such Pledgor for the benefit, and as the property property, of the Secured Parties and Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager and (iii) Borrower or Manager shall deposit such Pledgoramounts in the Lockbox Account within one (1) Business Day of receipt. (Cb) The balance from time to time standing On each Business Day, all funds on deposit in the Lockbox Account shall be transferred to the credit of Cash Management Account pursuant to the Cash Management Agreement. Pursuant to the Lockbox Accounts shallAgreement, except upon Lockbox Bank shall transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day. (c) Upon the occurrence and continuation during the continuance of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash to Lender, apply any sums then on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (d) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (e) Borrower shall not further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any Lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that any way connected with the Lockbox Account and/or the Lockbox Agreement (iunless arising from the gross negligence or willful misconduct of Lender) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. In the event the current Management Agreement is terminated or is no longer in effect, Borrower agrees that in connection with a Replacement Management Agreement that is not with a Pre-Approved Cash Management Manager, (Aa) On Lender may require Borrower to establish and maintain an account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory under the sole dominion and control of Lender. The Lockbox Account would be entitled “SHC Michigan Avenue, LLC and New DTRS Michigan Avenue, LLC as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to the Agent (each Loan Agreement dated as of July 28, 2011 – Lockbox Account”. Borrower hereby grants to Lender a "LOCKBOX AGREEMENT") which shall establish such account first-priority security interest in the name "NationsCredit Commercial CorporationLockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, as Agent"including, without limitation, filing UCC-1 Financing Statements and under continuations thereof. Lender and Servicer shall have the exclusive control of sole right to make withdrawals from the Agent. From Lockbox Account and after all costs and expenses for establishing and maintaining the Closing Date, there Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall (i) deliver irrevocable written instructions to each tenant of the Collateral required Property to send directly to the Lockbox Account all payments of Rent payable to Borrower under such Leases, (ii) cause all credit card receipts to be delivered to deposited directly into the Agent pursuant to subsection (B) Lockbox Account instructing each of this Section 5 or any other provision the credit card banks with which Borrower has entered into agreements for the clearance of this Agreement and credit card receipts that all other funds of such Pledgor. Any income received credit card receipts with respect to the balance from time Property (net of any expenses charged for such processing) cleared by such credit card banks shall be transferred by such credit card banks by wire transfer or the ACH System to time standing to Financial Institution for deposit in the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn (iii) instruct Manager to deposit all other Rents received by Manager from the Company from such Property distributions due Borrower under the Management Agreement directly to the Lockbox Account in accordance with subsection within one (C1) below. All rightBusiness Day after receipt thereof, title and interest in and (iv) deposit all other Rents received by Borrower from the Property distributions due Borrower under the Management Agreement directly to the cash Lockbox Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in Account once every Business Day throughout the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part term of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedLoan. (Bd) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that any way connected with the Lockbox Account and/or the Lockbox Agreement (iunless arising from the gross negligence or willful misconduct of Lender) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. (Aa) On the Closing Date, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which The Servicer shall establish such account a Lockbox Account identified as "the Lockbox Account for ▇▇▇▇▇▇ Master Facility Agreement, in trust for the Series 2000-A Secured Parties" on behalf of, and in the name "NationsCredit Commercial Corporationof, as Agent"MLR IV LLC, and under the exclusive control of the Agent. From and after the Closing Date, there which shall be deposited from time an Eligible Bank Account. The Servicer shall direct each User to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and make all other funds of such Pledgor. Any income received payments with respect to the balance from time to time standing Series 2000-A Contracts which are due after the related Pledge Date directly to the credit Lockbox Account. Any notice delivered pursuant to the preceding sentence of this Section 3.09 after the date hereof shall provide that (i) it is irrevocable except by, or a notice accompanied by written consent of, the Series Controlling Party and (ii) the User will only be discharged from its obligations under the Series 2000-A Contract to the extent payments are sent to the Lockbox Account. (b) The Servicer shall issue and maintain a standing instruction to the Lockbox Bank under the Lockbox Agreement to the effect that (x) on each Business Day the Lockbox Bank shall (i) cause all items received in the post-office box related to the Lockbox Account since the preceding Business Day relating to the Series 2000-A Contracts to be deposited into the Lockbox Account, including any interest or capital gains on Liquid Investmentsand (ii) remit by electronic funds transfer, may be withdrawn by into the Company from such Lockbox Series 2000-A Facility Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other available funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in Account and (y) if the Lockbox Accounts designated by Bank receives a written notice from the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Series Controlling Party stating that a Series Event of Default has occurred and is continuinghereunder, the Agent shallLockbox Bank shall thereafter follow such directions as it may thereafter receive from the Series Controlling Party with respect to Collections on the Series 2000-A Contracts, if instructed and shall not thereafter follow any directions of the Servicer (unless otherwise directed by the Required Lenders, cause such Liquid Investments Series Controlling Party). Such standing instruction shall be evidenced by an agreement with the Lockbox Bank in form and substance acceptable to be liquidated the Series Controlling Party. The Servicer will transfer any payments it receives directly rather than by payment to the Lockbox Account by or on behalf of the Users pursuant to the Contracts and apply or cause to be applied the proceeds all Recoveries in respect thereof to the payment Series 2000-A Facility Account immediately upon receipt thereof. (c) Neither the Servicer, any Obligor nor any Affiliate thereof shall direct or shall have directed any payments to be remitted to the Lockbox Account unless such payments relate to the Series 2000-A Contracts, or to Contracts relating to other Series of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order Notes assigned to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Group B.

Lockbox Account. (Aa) On Each Individual Borrower shall establish and maintain an account (individually or collectively as the Closing Datecontext requires, each Pledgor the “Lockbox Account”) with a Lockbox Bank acceptable to Lender and Agent in their reasonable discretion, in trust for the benefit of Lender, which Lockbox Account shall deliver be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “Inland Diversified Omaha Whispering Ridge, L.L.C. as Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to the Agent for each account listed for such Pledgor on Exhibit B hereto (each Loan Agreement dated as of September 1, 2010 – Lockbox Account”, “Inland Diversified Lake City Commons, L.L.C. as Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of September 1, 2010 – Lockbox Account” and “Inland Diversified Elk Grove Calvine, L.L.C. as Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of September 1, 2010 – Lockbox Account”, as applicable. Each Individual Borrower, Lender and Lockbox Bank shall execute a "LOCKBOX ACCOUNT"), a lockbox agreement substantially Lockbox Agreement in form and substance acceptable to Lender whereby such Individual Borrower shall grant to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and agrees take all actions necessary to maintain in favor of Exhibit E hereto Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Lender (or in such other form as Servicer on Lender’s behalf) shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agentpaid by Borrower. From and after the Closing Date, there shall be All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds of Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Collateral required Loan has been repaid in full. (b) Each Individual Borrower shall, or shall cause Manager to be delivered deliver written notice to all Tenants under Leases at its applicable Individual Property directing such Tenants to deliver all Rents payable thereunder directly to the Agent pursuant Lockbox Account (a “Tenant Direction Letter”). Each Individual Borrower shall, and shall cause Manager to, deposit all amounts received by such Individual Borrower or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt thereof. (c) Prior to subsection (B) of this Section 5 or any other provision of this Agreement a Cash Sweep Event, funds in the Lockbox Account shall be transferred daily to an account maintained by Borrower and all other funds of such Pledgorunder Borrower’s dominion and control. Any income received with respect Notwithstanding the foregoing, during a Cash Sweep Period, Lockbox Bank shall transfer to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Cash Management Account in accordance with subsection (C) below. All right, title and interest in and to the cash immediately available funds by federal wire transfer all amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time Account once every Business Day throughout the term of the Loan. Following a Cash Sweep Event Cure, such sweep to time made the Cash Management Account shall be terminated and funds in the Lockbox Account again shall be transferred to an account maintained by Borrower and under Borrower’s dominion and control pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedBorrower’s written instruction. (Bd) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, any Affiliate of Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that any way connected with the Lockbox Account and/or the Lockbox Agreement (iunless arising from the gross negligence or willful misconduct of Lender) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. (Aa) On Borrower shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with the Lockbox Bank in trust for the benefit of Lender, each Pledgor which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “▇▇▇▇▇▇▇ Properties — Wateridge Plaza, LLC, for the benefit of Nomura Credit & Capital, Inc., its successors and assigns, as Lender, pursuant to Loan Agreement dated as of March 15, 2005 -- Lockbox Account.” Borrower (i) hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Lockbox Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Lockbox Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. (b) Borrower shall, or shall cause Manager to, deliver written instructions to Alaris and any other tenants under Leases to deliver all Rents payable thereunder directly to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent"Lockbox Account. Borrower shall, and under the exclusive control of the Agent. From and after the Closing Dateshall cause Manager to, there shall be deposited from time to time deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection Account within one (B1) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedBusiness Day after receipt. (Bc) Each Pledgor Borrower shall instruct all Account Debtors obtain from the Lockbox Bank its agreement in form and other Persons obligated in respect of all Accountssubstance reasonably satisfactory to Lender, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition transfer to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made Cash Management Account in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash funds by federal wire transfer all amounts on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in Account once every Business Day throughout the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all term of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9Loan. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor Borrower shall deliver to establish and maintain an account (the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")) with Lockbox Bank in trust for the benefit of Lender, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory under the sole dominion and control of Lender. The Lockbox Account shall be entitled "Behringer Harvard Ashford Perimeter H, LLC as Borrower, and Bear ▇▇▇▇▇▇▇ Commercial Mortgage, Inc., as Lender, pursuant to the Agent (each Loan Agreement dated as of January 6, 2005 - Lockbox Account". Borrower hereby grants to Lender a "LOCKBOX AGREEMENT") which shall establish such account first-priority security interest in the name "NationsCredit Commercial CorporationLockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, as Agent"including, without limitation, executing and under filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the exclusive control of sole right to make withdrawals from the Agent. From Lockbox Account and after all costs and expenses for establishing and maintaining the Closing Date, there Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds Debt. (b) Borrower shall, or shall cause Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Collateral required Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect rights and remedies available to the balance from time to time standing to the credit of each Lockbox AccountLender, including apply any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time sums then present in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant Account to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedDebt in any order in its sole discretion. (Be) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a The Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties an Eligible Account and shall not be commingled with any other funds monies held by Borrower or property of such PledgorLockbox Bank. (Cf) The balance from time to time standing to the credit of the Lockbox Accounts shallBorrower shall not further pledge, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit assign or grant any security interest in the Lockbox Accounts is not sufficient Account or the monies deposited therein or permit any lien or encumbrance to make attach thereto, or any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause levy to be liquidated made thereon, or any UCC-1 Financing Statements, except those naming Lender as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution andsecured party, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9filed with respect thereto. (Dg) Amounts on deposit Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Accounts shall be invested and re-invested Account and/or the Lockbox Agreement (unless arising from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in gross negligence or willful misconduct of Lender) or the name and be under the control performance of the Agent; provided that, if an Event of Default has occurred and is continuing, obligations for which the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Lockbox Account was established.

Lockbox Account. (Aa) On the Closing Date, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which The Servicer shall establish such account a Lockbox Account identified as "the Lockbox Account for ▇▇▇▇▇▇ Master Facility Agreement, in trust for the Series 2002-A Secured Parties" on behalf of, and in the name "NationsCredit Commercial Corporationof, as Agent"MLR II LLC, and under the exclusive control of the Agent. From and after the Closing Date, there which shall be deposited from time an Eligible Bank Account. The Servicer shall direct each User to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and make all other funds of such Pledgor. Any income received payments with respect to the balance from time to time standing Series 2002-A Contracts which are due after the related Pledge Date directly to the credit Lockbox Account. Any notice delivered pursuant to the preceding sentence of this Section 3.09 after the date hereof shall provide that (i) it is irrevocable except by, or a notice accompanied by written consent of, the Series Controlling Party and (ii) the User will only be discharged from its obligations under the Series 2002-A Contract to the extent payments are sent to the Lockbox Account. (b) The Servicer shall issue and maintain a standing instruction to the Lockbox Bank under the Lockbox Agreement to the effect that (x) on each Business Day the Lockbox Bank shall (i) cause all items received in the post-office box related to the Lockbox Account since the preceding Business Day relating to the Series 2002-A Contracts to be deposited into the Lockbox Account, including any interest or capital gains on Liquid Investmentsand (ii) remit by electronic funds transfer, may be withdrawn by into the Company from such Lockbox Series 2002-A Facility Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other available funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in Account and (y) if the Lockbox Accounts designated by Bank receives a written notice from the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Series Controlling Party stating that a Series Event of Default has occurred and is continuinghereunder, the Agent shallLockbox Bank shall thereafter follow such directions as it may thereafter receive from the Series Controlling Party with respect to Collections on the Series 2002-A Contracts, if instructed and shall not thereafter follow any directions of the Servicer (unless otherwise directed by the Required Lenders, cause such Liquid Investments Series Controlling Party). Such standing instruction shall be evidenced by an agreement with the Lockbox Bank in form and substance acceptable to be liquidated the Series Controlling Party. The Servicer will transfer any payments it receives directly rather than by payment to the Lockbox Account by or on behalf of the Users pursuant to the Contracts and apply or cause to be applied the proceeds all Recoveries in respect thereof to the payment Series 2002-A Facility Account immediately upon receipt thereof. (c) Neither the Servicer, any Obligor nor any Affiliate thereof shall direct or shall have directed any payments to be remitted to the Lockbox Account unless such payments relate to the Series 2002-A Contracts, or to Contracts relating to other Series of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order Notes assigned to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Group A.

Lockbox Account. (Aa) On Borrower shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with the Lockbox Bank in trust for the benefit of Lender, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory under the sole dominion and control of Lender (and Borrower shall have no right to require Lockbox Bank to allow Borrower to make withdrawals from the Agent (each a "LOCKBOX AGREEMENT") which Lockbox Account). The Lockbox Account shall establish such account be in the name "NationsCredit Commercial Corporation, as Agent"of Borrower for the benefit of Lender. Borrower (i) hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, and under (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the exclusive control Lockbox Account, including, without limitation, executing and filing UCC‑1 Financing Statements and ‑35 ‑ continuations thereof. Borrower shall not in any way alter or modify the Lockbox Account. Borrower will notify Lender of the Agentaccount number thereof. From Lender and after Servicer shall have the Closing Date, there sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds of the Collateral required Debt. (a) Borrower shall, or shall cause Manager to, deliver written instructions to be delivered all tenants under Leases to deliver all Rents payable thereunder directly to the Agent pursuant Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt. (b) Borrower shall obtain from the Lockbox Bank its agreement in form and substance reasonably satisfactory to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect Lender, to transfer to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Cash Management Account in accordance with subsection (C) below. All right, title and interest in and to the cash immediately available funds by federal wire transfer all amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in Account once every Business Day throughout the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part term of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedLoan. (Bc) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (d) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (e) Borrower shall not further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (f) Subject to Section 9.4 hereof, Borrower shall indemnify Lender and Lockbox Bank and hold Lender and Lockbox Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in Section 9. For this purposeany way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender or Lockbox Bank, "Liquid Investments" means Temporary Cash Investments; provided that (ias applicable) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. (Ai) On the Closing DateThe Servicer has established and shall maintain a segregated account with a Lockbox Account Bank titled "CNL Financial Services, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial CorporationLP, as AgentServicer", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (Bii) Each Pledgor The Borrower, the Servicer and the Transferring Affiliates, as the case may be, shall instruct (or cause to be instructed) all Account Debtors and other Persons obligated in respect of all Accounts, Obligors to make all payments on the Pledged Receivables to the Lockbox Account or Lockbox, as the case may be, by wire transfer, ACH transfer, check or other means acceptable to the Lender, and all Collections on Pledged Receivables will, pending remittance to the Collection Account, be held for the benefit of the Collateral Agent and immediately after such proceeds have cleared and become available in accordance with the policies of the Lockbox Account Bank, shall be transferred to the Collection Account. (iii) The Borrower and Servicer will deposit or cause to be deposited in the Lockbox Account all cash, checks, money orders, wire transfers, Collections or other Proceeds received by the Borrower and the Servicer (and not the lockbox Account Bank) in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor Pledged Receivables immediately upon the receipt thereof in the original form received (if paid by wire transferother than cash). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust for the Collateral Agent by such Pledgor for and the Borrower or Servicer, as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgorcase may be. (Civ) The balance from time In the event that any Lockbox Agreement terminates for any reason or any Lockbox Account Bank fails to time standing to the credit of comply with its obligations under the Lockbox Accounts shallAgreement for any reason, except upon then the occurrence and continuation of an Event of Default, be distributed Borrower shall promptly notify all Obligors to each Pledgor make all future payments to another existing Lockbox Account or to a new Lockbox Account established in accordance with the provisions following sentence. The Borrower shall not establish any new Lockbox Account unless (1) it has received the prior written consent of each the Deal Agent and the Collateral Agent, (2) such new Lockbox Agreement. If immediately available cash on deposit in Account is established with a Lockbox Account Bank satisfactory to the Deal Agent and the Collateral Agent, and (3) the Deal Agent has received a Lockbox Agreement covering such new account duly executed and delivered by the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C)Account Bank, the Servicer and the Borrower. The Borrower shall not close any Lockbox Account without the prior consent of the Deal Agent shall cause unless all Obligors have previously been instructed to be liquidated as promptly as practicable Liquid Investments in remit payments to a different Lockbox Account and the Lockbox Accounts designated by the Pledgors as required Account Bank has agreed in writing to obtain sufficient cash to make such distribution and, notwithstanding forward any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing payments received to the credit of any new Lockbox Accounts in the manner specified in Section 9. Account. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:b)..

Lockbox Account. (A) On promptly after receiving the Closing DateTermination Notice, each Pledgor shall deliver establish with the Bank pursuant to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")Lockbox Agreement the Lockbox Account, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporationof Borrower with Bank as custodian, as Agent", into which proceeds and collections of amounts due under the exclusive control of the Agent. From and after the Closing Date, there Leases shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection the terms of this Agreement. After the establishment of the Lockbox Account: (CA) below. All right, title The Borrower agrees to promptly direct all Tenants to make all rental and interest in and other payments to the cash amounts Lockbox Account designated by Bank, or as otherwise directed by Bank pursuant to the terms of the Lockbox Agreement. If the Bank learns that the Borrower has failed to give such notice or direction to the Tenants, then the Bank may itself so notify or direct the Tenants. This Agreement shall be sufficient evidence of such right and the Tenants may rely hereon and shall be under no obligation to see to the application of such moneys or other property by the Bank. The Bank is, and its duly authorized agents are hereby authorized by the Borrower to endorse for and on the Borrower's behalf and deposit from time all drafts and checks payable to time the Borrower in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors All checks, drafts, acceptances, notes, cash and other Persons obligated forms of payment received from the Tenants in respect of all Accounts, to make all payments in respect of such Accounts payment on the Leases and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition transmitted to the foregoingLockbox Account, each Pledgor agrees that if or otherwise to the proceeds of any Collateral hereunder (including Bank will be promptly deposited in the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall The Borrower acknowledges and agrees that the Lockbox Account will be held in trust by such Pledgor maintained for the convenience and as the property benefit of the Secured Parties Bank consistent within the terms of this agreement and shall not be commingled with any other funds or property of such Pledgorthe Lockbox Agreement. (C) The balance from time to time standing In the event Borrower (or any of its affiliates, owners, directors, officers, employees or agents) shall receive any cash, checks, notes, drafts or similar items of payment relating to the credit Leases (or proceeds thereof), then no later than the fifth Business Day following receipt thereof, Borrower shall deposit or cause the same to be deposited in kind in the Lockbox Account. All cash, notes, checks, drafts or similar items of payment by or for the account of Borrower shall be the sole and exclusive property of Bank immediately upon the earlier of the Lockbox Accounts receipt of such items by Bank or the receipt of such items by Borrower; provided, however, that for the purpose of computing interest hereunder such items shall be deemed to have been collected and shall be applied by Bank on account of the Obligations two (2) Business Days after receipt by Bank (subject to correction for any items subsequently dishonored for any reason whatsoever). Notwithstanding anything to the contrary herein, all such items of payment shall, except upon solely for purposes of determining the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated deemed received upon actual receipt by the Pledgors as required to obtain sufficient cash to make such distribution andBank, notwithstanding unless the same are subsequently dishonored for any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9reason whatsoever. (D) Amounts on Throughout the term of this Agreement, the Bank shall be a pledgee in possession of the funds deposited in the Lockbox Account and shall have the sole and exclusive right to endorse any check, security or other instrument presented for deposit in the Lockbox Accounts shall be invested Account and re-invested to withdraw or order a transfer from time to time in the Lockbox Account, and the Borrower hereby appoints the Bank the true and lawful attorney of the Borrower, with full power of substitution, for the purpose of such Liquid Investments as endorsement or making any such withdrawal or ordering any such transfer from the Pledgors shall determineLockbox Account, which Liquid Investments appointment is coupled with an interest and is irrevocable. The Bank shall be held in have no obligation to withdraw any amounts from the name Lockbox Account unless such amounts represent good and be under the control of the Agent; provided that, if an collected funds. (E) So long as no Event of Default has occurred and is continuing, and provided that neither the Agent shallLockbox Account nor any funds deposited therein are then subject to any writ, if instructed order, judgment, warrant of attachment, execution or similar process, on each Business Day all amounts deposited in the Lockbox Account during the term of this Agreement shall be withdrawn or transferred by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause Bank to be applied to the proceeds thereof following items in the following order: (a) funds sufficient to pay standard ongoing operating costs related to the operation and maintenance (excluding capital improvements) shall be funded into the Borrower's operating accounts as directed by Borrower; (b) an amount up to $1,500,000 in the aggregate shall be delivered to the Bank to be held in a separate account (the "Replacement Escrow Account") to be used for the payment or reimbursement of costs incurred by the Borrower in connection with the Replacement Anchor Lease including leasing commissions, tenant improvement costs, and other costs as approved by the Bank in its reasonable discretion. Such funds may be drawn by the Borrower monthly as costs are incurred subject to receipt by the Bank of reasonable supporting documentation, and in the event such costs relate to construction of tenant improvements, compliance with Bank's standard construction draw procedures; (c) any funds collected in the Lockbox Account in excess of the amount of $1,500,000 shall be deposited into a demand deposit account of the Borrower at the Bank. (d) at such time as the Replacement Anchor has occupied the demised premises under the applicable Replacement Anchor Lease and begun paying rent thereunder, any amounts remaining in the Replacement Escrow Account shall be released by Bank and funded into the Borrower's operating accounts as directed by Borrower. Upon the occurrence and during the continuance of any Event of Default, the Bank may draw on the Letter of Credit or appropriate and apply the funds deposited in the Lockbox Account then, or at any time thereafter, either (i) to the payment in full of the Secured all outstanding Obligations in accordance with the manner specified in Section 9. For terms of this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and Agreement or (ii) to pay for any tenant improvement costs incurred in order connection with any Replacement Anchor Lease, which the Borrower has failed to provide the Agent, pay for the benefit within five (5) Business Days of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:notice thereof.

Lockbox Account. (a) If the Tranche B Funding occurs, on or before the Tranche B Funding Date the Parties shall enter into the Lockbox Agreement with the Lockbox Bank. (b) If the Tranche B Funding occurs, on or before the Tranche B Funding Date (i) the Lender shall establish the Lender Concentration Account and (ii) Borrower shall establish the Company Concentration Account. The Lender Concentration Account shall be held solely for the benefit of the Lender, subject to the terms and conditions of this Agreement. The Lender shall have immediate and full access to any funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever other than those of the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) If the Tranche B Funding occurs, from and after the Tranche B Funding Date: (i) sweeps from the Lockbox Account shall be made pursuant to Exhibit H; (ii) Borrower shall pay all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account; (iii) with respect to any License Agreement, In License or invoice entered into or issued by Borrower in relation thereto, Borrower shall immediately (A) On notify the Closing Date, each Pledgor shall deliver applicable Contract Party to remit to the Agent for Lockbox Account when due all Royalties that are due and payable to Borrower in respect of or derived from such License Agreement, In License or invoice and (B) in each account listed for case, provide to the Lender a copy of each such Pledgor on Exhibit B hereto notification; (iv) Borrower shall have no right to terminate the Lockbox Account without Lender’s prior written consent; provided, however, that any such consent, which the Lender may grant or withhold in its discretion, shall be subject to the satisfaction of each a "LOCKBOX ACCOUNT")of the following conditions to the satisfaction of the Lender: (A) the successor Lockbox Bank shall be acceptable to the Lender, (B) the Lender, Borrower and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of Exhibit E hereto or in the Lockbox Agreement initially entered into and such other form as agreement shall be satisfactory to considered the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and “Lockbox Agreement” under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all the other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox AccountLoan Documents, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title all funds and interest in and to the cash amounts on deposit from time to time items in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant accounts subject to the Lockbox Agreement for each to be terminated shall be transferred to the new accounts held at the successor Lockbox Account), shall constitute part Bank prior to the termination of the Collateral hereunder then existing Lockbox Bank and (D) the Lender shall not constitute payment have received evidence that all of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons applicable parties paying Royalties have been instructed to remit all such future payments directly to a the new accounts held at the successor Lockbox Bank; (v) all Gross Payments shall be paid into the Lockbox Account of such Pledgor (if paid or to any other account(s) designated in writing by wire transfer). In addition the Lender(s) to the foregoingBorrower, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) and amounts deposited therein shall be received by such Pledgor, such Pledgor shall treated as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held described in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor.Exhibit H; (Cvi) The balance from time to time standing to Borrower shall pay voluntary prepayments made at the credit election of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor Borrower in accordance with Section 3.02(a) or any payment made in accordance with the provisions last sentence of Section 4.01(b) to the Lockbox Account; and (vii) in the event any party to a License Agreement, including any party to a Future License, remits any Royalties directly to Borrower or otherwise except to the Lockbox Account, Borrower shall immediately (A) remit any such Royalties to the Lockbox Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such Royalties by wire transfer of immediately available funds directly to Lender Bank Account), (B) notify such party to remit any future Royalties to the Lockbox Account and (C) provide to the Lender a copy of such notice. (d) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to the Lender Bank Account. (e) Within [*****] following delivery to the Lender by Borrower of the Quarterly Report for the fourth fiscal quarter of each Lockbox Agreementcalendar year during the term of the Loans, to the extent that either the Lender or Borrower has determined that there is a discrepancy as to the amounts paid to the Lender hereunder for such calendar year, then the Party who has made such determination may notify the other Party in writing of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event that a Lender or Borrower delivers to the other Party a Discrepancy Notice, such Lender and Borrower shall meet in person or by telephone conference as specified by such Lender [*****] (or such other time as mutually agreed by the Parties) after the receiving Party has received a Discrepancy Notice to resolve in good faith such discrepancy. If immediately available cash on deposit in the Lockbox Accounts discrepancy has been resolved and, as a result thereof, it is determined that a payment is owing by the Lender to Borrower or by Borrower to Lender, then the Party owing such payment shall promptly pay such payment to the other Party. If, within [*****] after receipt of the Discrepancy Notice, Borrower and the Lender cannot sufficient resolve any such discrepancies, then Lender and Borrower shall promptly instruct their respective firms of independent certified public accountants to make any distribution select, within [*****] thereafter, a third internationally recognized accounting firm (the “Independent Accountants”). After offering Borrower and its representatives and the Lender and their representatives the opportunity to any Pledgor referred present their positions as to in the previous sentence of this Section 5(C)disputed items, which opportunity shall not extend for more than [*****] after the Independent Accountants have been selected, the Agent Independent Accountants shall cause to be liquidated review the disputed matters and the materials submitted by Borrower and the Lender and, as promptly as practicable Liquid Investments practicable, deliver to Borrower and the Lender a statement in writing setting forth its determination of the proper treatment of the discrepancies as to which there was disagreement, and that determination will be final and binding upon the Parties without any further right of appeal. If Borrower has delivered the Discrepancy Notice that has resulted in the Lockbox Accounts designated by selection of the Pledgors as required to obtain sufficient cash to make such distribution andIndependent Accountants, notwithstanding any other provision Borrower will bear all the charges of this Section 5the Independent Accountants. If a Lender has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, such distribution shall not be made until such liquidation has taken place. Upon Lender will bear all the occurrence and continuation charges of the Independent Accountants unless the Independent Accountants determine that the amounts paid to the Lender for the applicable calendar year underpaid the Lender by an Event amount equal or in excess of Default, [*****] of the Agent shall, if so instructed by the Required Lenders, apply or cause amounts determined to be applied (subject due to collection) any or the Lender for such calendar year, in which event Borrower shall bear all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control charges of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Independent Accountants.

Lockbox Account. (A) On the Closing Date, each Pledgor shall deliver Prior to the Agent for each account listed for such Pledgor date on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory which any Loan is transferred to the Agent (Trust, the Servicer shall require each a "LOCKBOX AGREEMENT") which shall establish of the Obligors under such account Loan to make all payments under such Loan or otherwise in connection with the Trust Estate, including any and all payments of late fees, directly to the Lockbox in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the AgentIndenture Trustee. From In the event that any Servicer resigns or is replaced, then if the place for payment pursuant to any Loan is changed, the successor Servicer shall give each related Obligor prompt written notice of its appointment and the address, if not the Lockbox, to which such Obligor should make payments to each such Loan. The Servicer shall no later than 15 days after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of Date direct each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall obligor which is not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accountsan Obligor, to make all payments to an address other than the Lockbox. The Servicer is hereby expressly authorized and empowered by the Owner of the Loans, without the need of prior consent or authorization, to withdraw immediately from the Collection Account any payment received and deposited into the Collection Account which is not a payment with respect to the Loans or the Trust Estate. The Servicer shall certify in writing to the Indenture Trustee that such withdrawal is pursuant to this Section 3.12(b). The Servicer and the Indenture Trustee shall direct the Lockbox Bank to transfer all available amounts in the Lockbox Account by wire transfer into the Collection Account no later than the second Business Day following the date of receipt thereof. The Servicer Certificate shall specify the amounts transferred into the Collection Account with respect to the immediately preceding Monthly Period. The Servicer shall deposit into the Lockbox Account all Collections received by it relating to the period after the applicable Cutoff Date within two Business Days of such Accounts and shall use its reasonable best efforts receipt. The parties hereto agree that, in the event (i) ALS, an affiliate of ALS or a successor to cause such Account Debtors and other Persons ALS pursuant to remit all such payments directly to a Lockbox Account of such Pledgor Section 7.02 is no longer the Servicer or (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees ii) any Rating Agency has indicated that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit maintenance of the Lockbox Accounts shall, except upon or the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance Lockbox Account with the provisions then current Lockbox Bank could result in a downgrading of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in Notes, at the previous sentence request of this Section 5(C)the Controlling Party, the Agent Servicer shall cause to be liquidated as promptly as practicable Liquid Investments in the designate a new Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing Bank acceptable to the credit of any Controlling Party and shall promptly thereafter (A) establish a new Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the and Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held Account in the name and be under the sole dominion and control of the Agent; provided thatIndenture Trustee with such new Lockbox Bank, if an Event of Default has occurred (B) instruct all Obligors to make payments under the Loans or otherwise in connection with the Trust Estate directly to such new Lockbox, and is continuing(iii) enter into a Lockbox Agreement with such new Lockbox Bank satisfactory to the Controlling Party. In such event, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Indenture Trustee shall promptly send a termination notice to the payment existing Lockbox Bank to terminate the Lockbox Agreement with the existing Lockbox Bank following receipt of an instruction to such effect from the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Controlling Party.

Lockbox Account. (Aa) On Borrower shall execute and deliver the Closing DateLockbox Agreement and shall direct the Operating Lessee and Manager to deposit all Operating Revenue from the Project within one (1) Business Day after receipt in a deposit account in the name of the Project with a national banking institution approved by Lender. All proceeds in such Project account, each Pledgor shall deliver to the Agent for each account listed after payment of Operating Expenses for such Pledgor on Exhibit B hereto week in accordance with the annual budget approved by Lender and maintenance of a $50,000.00 minimum balance, shall be swept weekly into an account designated and controlled by Lender (each a the "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be ) established at an institution satisfactory to Lender (the Agent (each a "LOCKBOX AGREEMENTBANK") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Agreement. Until expended or applied, amounts held in the Lockbox Account), Account shall constitute part of additional security for the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedDebt. (Bb) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect Prior to the occurrence of all Accountsa Trigger Event, to make all payments in respect of such Accounts and Borrower shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a apply the funds deposited into the Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoingpay Debt Service, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgorescrows required hereunder, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property Operating Expenses of the Secured Parties Project, and otherwise as it may determine. Upon the occurrence of a Trigger Event and until a Trigger Event Cure, Borrower shall not be commingled entitled to make any withdrawals from the Lockbox Account and funds shall be distributed to Lender for application in accordance with any other funds or property of such Pledgorthe Loan Documents. Lender shall have a first priority perfected security interest in the Lockbox Account and all sums deposited therein. Borrower shall pay all costs and expenses in connection with establishing and administering the Lockbox Account. (Cc) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation of an Event of Default, be distributed Lender may direct that Borrower deposit, and Borrower shall instruct Operating Lessee and Manager to each Pledgor in accordance with deposit, all Operating Revenue for the provisions of each Project directly into the Lockbox Agreement. If immediately available cash on deposit Account and within one (1) Business Day after receipt Lender may apply any sums then held and thereafter deposited in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in the manner specified any order in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:its sole discretion.

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor Borrower shall deliver to establish and maintain an account (the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")) with Lockbox Bank in trust for the benefit of Lender, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory under the sole dominion and control of Lender. The Lockbox Account shall be entitled "Behringer Harvard Buena Vista Plaza LP, as Borrower, and Bear ▇▇▇▇▇▇▇ Commercial Mortgage, Inc., as Lender, pursuant to the Agent (each Loan Agreement dated as of July 27, 2005 - Lockbox Account". Borrower hereby grants to Lender a "LOCKBOX AGREEMENT") which shall establish such account first-priority security interest in the name "NationsCredit Commercial CorporationLockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, as Agent"including, without limitation, executing and under filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the exclusive control of sole right to make withdrawals from the Agent. From Lockbox Account and after all costs and expenses for establishing and maintaining the Closing Date, there Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds Debt. (b) Borrower shall, or shall cause Property Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Property Manager to, deposit all amounts received by Borrower or Property Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day during the continuance of a Cash Trap Event Period throughout the term of the Collateral required Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect rights and remedies available to the balance from time to time standing to the credit of each Lockbox AccountLender, including apply any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time sums then present in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant Account to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedDebt in any order in its sole discretion. (Be) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a The Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties an Eligible Account and shall not be commingled with any other funds monies held by Borrower or property of such PledgorLockbox Bank. (Cf) The balance from time Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to time standing attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the credit secured party, to be filed with respect thereto, and except for the rights of the Lockbox Accounts shall, except upon Bank under the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (Dg) Amounts on deposit Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Accounts shall be invested and re-invested Account and/or the Lockbox Agreement (unless arising from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in gross negligence or willful misconduct of Lender) or the name and be under the control performance of the Agent; provided that, if an Event of Default has occurred and is continuing, obligations for which the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Lockbox Account was established.

Lockbox Account. (Aa) On Borrower shall establish and maintain a segregated Eligible Account (the Closing Date“Other Revenues Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Other Revenues Lockbox Account shall be satisfactory to under the Agent (each a "LOCKBOX AGREEMENT") which sole dominion and control of Lender. The Other Revenues Lockbox Account shall establish such account in be entitled TPG-2500 CITYWEST, L.P. as debtor for the name "NationsCredit Commercial Corporationbenefit of Nomura Credit & Capital, Inc., as Agent"secured party - Other Revenues Lockbox Account.” Borrower shall also establish and maintain a segregated Eligible Account (the “Parking Lockbox Account”, and under together with the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Other Revenues Lockbox Account, including any interest or capital gains on Liquid Investmentscollectively, may be withdrawn by the Company from such “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Parking Lockbox Account shall be under the sole dominion and control of Lender. The Parking Lockbox Account shall be entitled TPG-2500 CITYWEST, L.P. as debtor for the benefit of Nomura Credit & Capital, Inc., as secured party - Parking Lockbox Account.” In connection with a Securitization or other transfer of the Loan, Lender shall have the right to cause the applicable account to be entitled with such other designation as Lender (or its successor) may select in accordance with subsection (C) belowits reasonable discretion to reflect an assignment or transfer of the Loan. All right, title and Borrower hereby grants to Lender a first priority security interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with Account and all deposits at any Liquid Investments from time contained therein and the proceeds thereof and will take all actions necessary to time made pursuant to subsection (D) maintain in favor of this Section shall vest Lender a perfected first priority security interest in the Agent Lockbox Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. (pursuant b) Borrower shall, or shall cause Manager to, deliver written instructions to (x) all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account and (y) to any parking operator under a Parking Management Agreement for each to deliver all Rents payable in connection with parking operations directly to the Parking Lockbox Account). Borrower shall, shall constitute part of the Collateral hereunder and shall not constitute payment of cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Secured Obligations until applied thereto as hereinafter providedOther Revenues Lockbox Account within two (2) Business Days after receipt. (Bc) Each Pledgor Borrower shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, obtain from Lockbox Bank its agreement to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition transfer to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made Cash Management Account in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash funds by federal wire transfer all amounts on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in Account at least once each calendar week and on the previous sentence of this Section 5(C), Business Day immediately preceding each Payment Date throughout the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9Term. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, Borrower shall cause Mortgage Borrower to establish and maintain, with respect to each Pledgor of the Lockbox Properties, an account (each, a “Lockbox Account”) with Lockbox Bank in trust for the benefit of Mortgage Lender, which Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Mortgage Lender and its servicer shall have the sole right to make withdrawals from each Lockbox Account and all costs and expenses for establishing and maintaining each Lockbox Account shall be paid by Mortgage Borrower. (b) Borrower shall, or shall cause Mortgage Borrower, Operating Lessee or Manager to, deliver irrevocable written instructions to all tenants under Leases at the Lockbox Properties to deliver all Rents payable thereunder directly to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")applicable Lockbox Account. Borrower shall and shall cause Mortgage Borrower, a lockbox agreement substantially in form of Exhibit E hereto Manager and Operating Lessee to, deposit all amounts received by Mortgage Borrower, Operating Lessee or in such other form as shall be satisfactory to Manager constituting Rents at the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time Lockbox Properties into the Lockbox Accounts the cash Proceeds Account within one (1) Business Day after receipt thereof. (c) Borrower shall, or shall cause Mortgage Borrower, Manager and/or Operating Lessee to, deliver irrevocable written instructions to each of the Collateral required credit card companies or credit card clearing banks with which Mortgage Borrower, Operating Lessee or Manager has entered into merchant’s agreements to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and deliver all other funds of such Pledgor. Any income received receipts payable with respect to the balance from time to time standing each Lockbox Property directly to the credit of each applicable Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (Bd) Each Pledgor Borrower shall, or shall instruct all Account Debtors and other Persons obligated in respect of all Accountscause Mortgage Borrower or Operating Lessee to, obtain from each Lockbox Bank its agreement to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition transfer to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made Cash Management Account in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash funds by federal wire transfer all amounts on deposit in the applicable Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in Account once every Business Day throughout the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all term of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9Loan. (De) Amounts on deposit in the Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to, require each Manager of each Individual Property that is not a Lockbox Accounts shall be invested and re-invested from time Property to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be promptly transfer all amounts payable to Mortgage Borrower or Operating Lessee under the control related Management Agreement into the Cash Management Account throughout the term of the Agent; provided thatLoan. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, if an Event suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with each Lockbox Account and/or each Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Default has occurred and is continuing, Lender) or the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment performance of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) obligations for which each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:such Lockbox Account was established.

Lockbox Account. (Aa) On Borrowers shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, each Pledgor which Lockbox Account shall deliver to be under the Agent sole dominion and control of Lender. The Lockbox Account shall be entitled “HRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC and HRHH Gaming, LLC, for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the benefit of Vegas HR Private Limited and Trimont Real Estate Advisors, a lockbox agreement substantially in form of Exhibit E hereto Inc. as Agent, their respective successors and/or assigns — Lockbox Account” or in such other form title as shall be satisfactory reasonably acceptable to Lender and the applicable Lockbox Bank. Each Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, and will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender shall have the sole right to make withdrawals from the Lockbox Account for application pursuant to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision terms of this Agreement and all other funds reasonable costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrowers. (b) Each Borrower shall, or shall cause its Manager and HRHI , to (i) deliver irrevocable written instructions to (A) all non-residential tenants under Leases of space at such Pledgor. Any income received Borrower’s Property, instructing such tenants to deliver all Rents payable thereunder directly to the Lockbox Account and (B) each of the credit card companies or credit card clearing banks with which such Borrower, Manager or HRHI has entered into merchant’s agreements, instructing such credit card companies or credit card clearing banks to deliver all receipts payable with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant Property directly to the Lockbox Agreement Account and (ii) direct (A) all licensors or sublicensors of the IP (or any portion thereof) and any party to a sponsorship agreement with any Borrower pursuant to which such party pays such Borrower(s) certain amounts in exchange for each certain rights granted to such party by such Borrower(s) and (B) all Persons that maintain open accounts with such Borrower, Manager or HRHI, as applicable, or with whom such Borrower, Manager or HRHI, as applicable, does business on an “accounts receivable” basis with respect to any Property or HRHI’s liquor management services at the Hotel/Casino Property, to deliver all payments due under such accounts directly to the Lockbox Account (and neither any Borrower, Manager nor HRHI shall direct any such Person to make payments due under such account in any other manner). Without the prior written consent of Lender or Servicer, neither Manager, any Borrower nor HRHI, as applicable, shall (x) terminate, amend, revoke or modify any direction letter described in clause (i)(A) above, any credit card company direction letter or credit card bank payment direction letter described in clause (i)(B) above and/or any other direction letter described in clause (ii) above or (y) direct or cause any Person (including, without limitation, any Tenant, any credit card company or credit card clearing bank, any licensor or sublicensor of the IP (or any portion thereof), any party to any sponsorship agreement, or any other Person that maintains open accounts with any Borrower, Manager or HRHI (or with whom such Borrower, Manager or HRHI does business on an “accounts receivable” basis) to pay any Rent or other amounts payable to such Borrower, Manager or HRHI in any manner other than by wire transfer to the Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (Bc) Each Pledgor Without limiting the provisions of the preceding clause (b), Gaming Borrower shall instruct collect and account for all Account Debtors and other Persons obligated in respect cash receipts attributable to gaming activities at the Property at the end of all Accountseach Gaming Day (such cash receipts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transferthe “Prior Day’s Cash Receipts”). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by All such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds Prior Day’s Cash Receipts shall be held by Gaming Borrower in trust by the Gaming Account, provided that on or prior to 4:00 p.m. Las Vegas time on the calendar day on which such Pledgor for and as Gaming Day shall end (or if such calendar day is not a Business Day the property of first Business Day immediately following the Secured Parties and Gaming Day on which the applicable Prior Day’s Cash Receipts were collected) (any such day, the “Gaming Revenue Disbursement Date”) Gaming Borrower shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of deposit into the Lockbox Accounts shall, except upon Account the occurrence and continuation amount by which the sum of an Event of Default, be distributed to each Pledgor in accordance all Prior Day’s Cash Receipts together with the provisions balance of each Lockbox Agreement. If immediately available cash funds on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to Gaming Account exceeds the Minimum Gaming Account Balance. For avoidance of doubt and for illustration purposes only, in the previous sentence of this Section 5(C)event the Prior Day’s Cash Receipts relate to cash receipts attributable to gaming activities at the Property on the Gaming Day commencing at 3:00 a.m. Las Vegas time on Tuesday, the Agent January 12, 2010 and ending at 2:59 a.m. Las Vegas time on Wednesday, January 13, 2010, then on or prior to 4:00 p.m. Las Vegas time on January 13, 2010 Borrower shall cause to be liquidated as promptly as practicable Liquid Investments in deposit into the Lockbox Accounts designated Account the amount by which the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision sum of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of Prior Day’s Cash Receipts together with the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts funds on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as Gaming Account exceeds the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Minimum Gaming Account Balance.

Lockbox Account. (Aa) On Borrower has established and, during the Closing Dateterm of the Loan, each Pledgor shall deliver maintain one or more segregated Eligible Accounts (collectively, the “Lockbox Account”) with Lockbox Bank titled as set forth in the applicable Lockbox Agreement and, which Lockbox Account is in trust for the Lender and shall be under the sole dominion and control of Lender to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account extent set forth in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the AgentLockbox Agreement. From and after the Closing Date, there shall be deposited from time Borrower hereby grants to time into Lender a security interest in the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement Account and all other funds deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of such Pledgor. Any income received with respect to Lender a perfected security interest in the balance from time to time standing to the credit of each Lockbox Account, including any interest including, without limitation, filing UCC‑1 financing statements and continuations thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or capital gains on Liquid Investments, may be withdrawn by hereafter acquired” or words to that effect. Lender and Servicer shall have the Company sole right to make withdrawals from such the Lockbox Account in accordance with subsection (C) belowand subject to the Lockbox Agreement. All rightcosts and expenses of establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Borrower shall, title and interest in shall cause Manager on behalf of Borrower, respectively, to, deposit all amounts received by Borrower or Manager constituting Rents (other than security deposits unless and until the same are forfeited by the applicable Tenant) from the Properties into the Lockbox Account within five (5) Business Days after receipt thereof. For the avoidance of doubt, (x) Borrower shall not be required to cause or direct Tenants to deposit Rents directly into the Lockbox Account and (y) (A) capital contributions of the owners of Borrower and (B) payment of Required REIT Distributions during an Event of Default from equity or sources other than Excess Cash Flow and/or the Properties shall not constitute Rents. (c) Borrower has obtained from Lockbox Bank its agreement to transfer to the cash Cash Management Account upon notice from Lender to Lockbox Bank of a Cash Sweep Period (the “Cash Sweep Period Instructions”), all amounts on deposit from time to time in the Lockbox Accounts Account (other than a reasonable peg balance and the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) in accordance with the Cash Sweep Period Instructions, which Cash Sweep Period Instructions may require up to two (2) transfers per week to the Cash Management Account. Upon a Cash Sweep Cure Date, Lender shall, within three (3) Business Days, provide notice to the Lockbox Bank that the Cash Sweep Period Instructions are no longer in effect and that all amounts on deposit in the Lockbox Account shall be transferred by the Lockbox Bank to an account designated by Borrower (together with any Liquid Investments from time to time made pursuant to subsection other account of Borrower (Dother than the Lockbox Account) of this Section shall vest each, a “Non-Pledged Account”). In the event a Cash Sweep Period is not in effect, all amounts on deposit in the Agent (pursuant Lockbox Account shall be transferred by the applicable Lockbox Bank to one or more Non-Pledged Accounts. Notwithstanding anything to the Lockbox Agreement for each Lockbox Account)contrary contained herein, shall constitute part of any amounts contained in the Collateral hereunder and Non-Pledged Accounts shall not constitute payment of be collateral for the Secured Obligations until applied thereto as hereinafter providedLoan or subject to any restrictions or limitations set forth in the Loan Documents. (Bd) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to During the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation continuance of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient Account to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all payment of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time Debt in such Liquid Investments order and priority as the Pledgors Lender shall determinedetermine in its sole discretion; provided, which Liquid Investments shall be held in the name and be under the control of the Agent; provided thathowever, if an unless a Priority Payment Cessation Event of Default has occurred and is continuing, the Agent Lender shall continue to make Priority Waterfall Payments to the extent of funds available therefore in the Lockbox Account. (e) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statement, except those naming Lender as the secured party, to be filed with respect thereto. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Losses arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established. (g) Notwithstanding anything to the contrary in this Agreement or the other Loan Documents and so long as a Cash Sweep Period does not then exist, Borrower shall be permitted, without the consent of Lender, but with not less than ten (10) Business Days’ prior notice to, Lender, to close any individual Lockbox Account (provided that such notice period may be shortened or such notice period may be provided concurrently in the event the Lockbox Bank ceases to be an Eligible Institution (or Borrower reasonably believes such cessation is reasonably likely to occur)) (collectively, a “Lockbox Consolidation”). Lender shall, if instructed by at the Required Lendersrequest of Borrower, cause such Liquid Investments direct the Lockbox Bank to be liquidated and apply or cause to be applied terminate the proceeds thereof Lockbox Agreement in connection with a Lockbox Consolidation with respect to the payment of applicable Lockbox Account to the Secured Obligations in the manner specified in Section 9. For this purposeextent required by Lockbox Bank, "Liquid Investments" means Temporary Cash Investments; provided that and otherwise reasonably cooperate with Borrower (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent at Borrower’s sole cost and (iiexpense) in order to provide effectuate any Lockbox Consolidation. (h) Notwithstanding anything to the Agentcontrary contained herein, for Borrower shall have the benefit right, without the consent of Lender, to establish and maintain during the term of the Secured PartiesLoan one or more additional Lockbox Accounts with one or more Lockbox Banks (each such new Lockbox Account, with a perfected security interest therein“New Lockbox Account”) provided that each such New Lockbox Accounts satisfy the requirements of this Section 2.7.1. Upon the establishment of a New Lockbox Account, each Liquid Investment such New Lockbox Account shall be either:considered a Lockbox Account pursuant to the terms of this Agreement.

Lockbox Account. (Aa) On Borrower shall establish and, during the Closing Dateterm of the Loan, each Pledgor shall deliver to maintain one or more segregated Eligible Accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Administrative Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the benefit of Lenders, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory under the sole dominion and control of Administrative Agent for the benefit of Lenders. The Lockbox Account shall initially consist of an account entitled “Excel East Chase LLC FBO ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent.” Borrower hereby grants to Administrative Agent for the Agent (each benefit of Lenders a "LOCKBOX AGREEMENT") which shall establish such account first-priority security interest in the name "NationsCredit Commercial CorporationLockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Administrative Agent a perfected first-priority security interest in the Lockbox Account, as Agent"including, without limitation, filing UCC-1 financing statements and under continuations thereof. Administrative Agent and Servicer shall have the exclusive control sole right to make withdrawals from the Lockbox Account. All costs and expenses of establishing and maintaining the Agent. From and after the Closing Date, there Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds of the Collateral required Debt and all amounts due and payable to be delivered to the Administrative Agent pursuant to subsection (B) the terms of this Section 5 or any other provision of this the Loan Documents and the Fee Letter. The Lockbox Agreement shall remain in effect and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account shall remain in accordance with subsection (C) below. All right, title and interest existence until the Loan has been repaid in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedfull. (Bb) Each Pledgor Borrower shall, or shall instruct all Account Debtors and other Persons obligated in respect of all Accountscause Manager to, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit following the Closing Date and upon the execution of any new Lease (unless the substance of the Tenant Direction Letter is already included in such proceeds into its new Lease) but in no event later than fifteen (15) days thereafter, deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Until so depositedBorrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents (including, without limitation, all such proceeds shall be held in trust by such Pledgor for and as Termination Payments) into the property of the Secured Parties and shall not be commingled with any other funds or property of such PledgorLockbox Account within one (1) Business Day after receipt thereof. (Cc) The balance Borrower shall obtain from time Lockbox Bank its agreement to time standing transfer to the credit Cash Management Account on each Business Day during the continuance of a Cash Sweep Period in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account (other than the reasonable fees of the Lockbox Accounts shall, except upon Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan. (d) Upon the occurrence and continuation during the continuance of an Event of Default, be distributed Administrative Agent may, on behalf of Lenders, in addition to each Pledgor any and all other rights and remedies available to Administrative Agent, apply any sums then present in accordance with the provisions Lockbox Account to the payment of each Lockbox Agreement. If immediately available cash the Debt in such order and priority as Administrative Agent shall determine in its sole discretion. (e) Funds on deposit in the Lockbox Accounts is Account shall not sufficient to make be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments security interest in the Lockbox Accounts designated by Account or the Pledgors as required monies deposited therein or permit any Lien to obtain sufficient cash attach thereto, or any levy to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Defaultthereon, the or any UCC-1 financing statement, except those naming Administrative Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of Lenders as the Secured Partiessecured party, to be filed with a perfected security interest thereinrespect thereto. (g) Borrower shall indemnify Administrative Agent and Lenders and hold Administrative Agent and Lenders harmless from and against any and all actions, each Liquid Investment shall be either:suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Administrative Agent or any Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (Aa) On During the term of the Loan, Borrower shall establish and maintain an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “▇▇▇▇ ▇▇ ▇▇▇▇▇▇ TX, LLC as Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of May 19, 2010 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, each Pledgor shall deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent"Lockbox Account. Borrower shall, and under the exclusive control of the Agent. From and after the Closing Dateshall cause Manager to, there shall be deposited from time to time deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered Account within one (1) Business Day after receipt thereof. (c) Pursuant to the Agent pursuant Lockbox Agreement, the Lockbox Bank will agree to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect transfer to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Cash Management Account in accordance with subsection (C) below. All right, title and interest in and to the cash immediately available funds by federal wire transfer all amounts on deposit from time to time in the Lockbox Accounts together with Account (except for any Liquid Investments from time to time made pursuant to subsection (D) required minimum balances and/or fees of this Section shall vest the Lockbox Bank, as specified in the Agent (pursuant to Lockbox Agreement) once every Business Day throughout the Lockbox Agreement for each Lockbox Account), shall constitute part term of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedLoan. (Bd) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation during the continuance of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that any way connected with the Lockbox Account and/or the Lockbox Agreement (iunless arising from the gross negligence or willful misconduct of Lender) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. (Aa) On Borrower and Operating Lessee shall establish and maintain a segregated Eligible Account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Agent, which Lockbox Account shall be under the sole dominion and control of Agent. The Lockbox Account shall be entitled “ARC NY21618001 LLC et al LB FBO Column Financial, Inc. its successors and assigns as Lender”. Each of Borrower and Operating Lessee hereby grants to Agent a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Agent a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Agent and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid. The Lockbox Account shall at all times be an Eligible Account. The Lockbox Account when established shall be treated as a “deposit account” as such term is defined in Section 9-102(a) of the Uniform Commercial Code, as amended from time to time. (b) Borrower or Operating Lessee (as applicable) shall, or shall cause Manager to, on or prior to the Closing Date, each Pledgor shall deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Agent for each account listed for such Pledgor on Exhibit B hereto Lockbox Account. Borrower or Operating Lessee (each a "LOCKBOX ACCOUNT")as applicable) shall, a lockbox agreement and shall cause Manager to, deposit all amounts received by Borrower, Operating Lessee or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt and deliver irrevocable written instructions, substantially in the form of Exhibit E B attached hereto (or in such other form as shall be satisfactory Borrower or Operating Lessee may proffer which is reasonably acceptable to the Agent Lender) (each, a “Credit Card Direction Letter”), to each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Datecredit card companies or credit card clearing banks with which Borrower, there shall be deposited from time Operating Lessee or Manager has entered into merchant’s agreements to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and deliver all other funds of such Pledgor. Any income received receipts payable with respect to the balance from time to time standing Viceroy Property directly to the credit of each Lockbox Account. Each Individual Borrower and Operating Lessee warrants and covenants that it shall not, including and shall not permit Manager to, rescind, withdraw or change any interest notices or capital gains instructions required to be sent by it pursuant to this Section 2.6.1(b) without Lender’s prior written consent. (c) So long as no Cash Sweep Period has occurred and is then continuing, on Liquid Investmentseach Business Day, may be withdrawn by all funds on deposit in the Company from such Lockbox Account shall be remitted to Borrower. (d) Upon the occurrence and during the continuance of any Cash Sweep Period, on each Business Day, all funds on deposit in accordance with subsection (C) below. All right, title and interest in and the Lockbox Account shall be transferred to the cash Cash Management Account pursuant to the Cash Management Agreement. Pursuant to the Lockbox Agreement, Lockbox Bank shall transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit from time to time in the Lockbox Accounts together with Account once every Business Day during the continuance of any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedCash Sweep Period. (Be) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation during the continuance of an Event of Default, be distributed Agent may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash to Agent, apply any sums then on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (f) Neither Borrower nor Operating Lessee shall commingle the monies in the manner specified Lockbox Account with other monies held by Borrower, Operating Lessee or Manager. (g) Neither Borrower nor Operating Lessee shall further pledge, assign or grant any security interest in Section 9. For this purposethe Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, "Liquid Investments" means Temporary Cash Investments; provided that or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Agent as the secured party, to be filed with respect thereto. (ih) each Liquid Investment Borrower shall mature within 30 days after it is acquired by the indemnify Agent and each Lender and hold Agent and each Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (iiincluding litigation costs and reasonable attorneys’ fees and expenses) arising from or in order to provide any way connected with the Agent, for Lockbox Account and/or the benefit Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Agent or any Lender) or the performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. (Ai) On Mortgagor shall establish and maintain a segregated banking account (the Closing Date“Lockbox Account”) with Lockbox Bank for the benefit of Mortgagee, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory to under the Agent (each a "LOCKBOX AGREEMENT") which sole dominion and control of Mortgagee. The Lockbox Account shall establish such account in the name "NationsCredit Commercial be entitled “Midland National Life Insurance Company, an Iowa Corporation, as Agent"Mortgagee of The GC Net Lease ( Cranberry) Investors, LLC, et al. Cash Management Account FBO”. Mortgagor hereby grants to Mortgagee a first priority security interest in the Lockbox Account and under all deposits at any time contained therein and the exclusive control proceeds thereof and will take all actions necessary to maintain in favor of Mortgagee a perfected first priority security interest in the AgentLockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. From Mortgagee and after its servicer shall have the Closing Date, there sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgagor. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds of Indebtedness. The Lockbox Agreement and Lockbox Account shall remain in effect until the Collateral required to be delivered Loan has been repaid or defeased in full. (ii) Mortgagor shall, or shall cause Mortgagor’s property manager (the “Manager”) to, on or prior to the Agent pursuant closing date, deliver written instructions to subsection (B) of this Section 5 or any other provision of this Agreement all tenants under Leases to deliver all rents for April 1, 2013 and all other funds of such Pledgor. Any income received with respect thereafter payable thereunder directly to the balance Lockbox Account. Mortgagor shall, and shall cause Manager to, deposit all amounts received by Mortgagor or Manager constituting rents into the Lockbox Account within one (1) Business Day after receipt. (iii) Mortgagor shall obtain from time Lockbox Bank its agreement to time standing transfer to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn Cash Management Account by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts federal wire transfer all immediately available funds on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in Account once every business day throughout the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part term of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedLoan. (Biv) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation of an Event of Default, be distributed Mortgagee may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash to Mortgagee, apply any sums then on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Indebtedness in any order in its sole discretion. (v) Intentionally deleted. (vi) Mortgagor shall not further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgagee as the secured party, to be filed with respect thereto. (vii) Mortgagor shall indemnify Mortgagee and hold Mortgagee harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that any way connected with the Lockbox Account and/or the Lockbox Agreement (iunless arising from the gross negligence or willful misconduct of Mortgagee) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. (Aa) On or before the Closing Date, each Pledgor the Issuer shall deliver to establish and thereafter maintain with the Agent for each account listed for such Pledgor on Exhibit B hereto Lockbox Account Bank a Lockbox Account (each a the "LOCKBOX ACCOUNTLockbox Account"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, of the Indenture Trustee as Agent", secured party and under the exclusive sole dominion and control of the AgentIndenture Trustee. From and after Neither the Issuer nor the Property Manager shall have any right to make withdrawals from the Lockbox Account. On or before the Closing Date, there the Lockbox Account Bank and the Issuer shall execute and deliver to the Indenture Trustee a Lockbox Account Agreement which provides, inter alia, that no party other than the Indenture Trustee shall have the right to withdraw funds from the Lockbox Account, and (z) the Issuer shall send notices to each Tenant (the "Tenant Direction Notice") occupying space at any Property directing them to pay all Rent and other sums due under the Lease to which they are a party into the Lockbox Account. If, notwithstanding the Tenant Direction Notice, the Issuer, the Property Manager, the Master Servicer or the Special Servicer receives any Rents or any other moneys, cash, rights to deposit or savings accounts or other items of legal tender obtained from or for use in connection with the ownership or operation of the Properties at any time following the Closing Date, the Issuer hereby covenants to deposit or cause such Person to deposit all such amounts in the Lockbox Account (other than any Tenant security deposits and Tenant escrows which shall be deposited from in the appropriate Escrow Account) within 48 hours of receipt by the Issuer or such Person, as the case may be. If at any time to time into the Lockbox Accounts Account Bank terminates the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto or otherwise resigns as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor Bank in accordance with the provisions terms of the Lockbox Account Agreement, the Issuer, with the Certificate Insurer's consent, shall establish a new Lockbox Account with a replacement Lockbox Account Bank, in each case meeting the requirements of this Section 3.01. (b) On each Business Day, the Indenture Trustee shall transfer from the Lockbox AgreementAccount into the Collection Account, all amounts available therein. If immediately available cash On any date which Tenant security deposits or Tenant escrows are on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in Account the previous sentence of this Section 5(C)Indenture Trustee, the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in extent that the manner specified in Section 9. (D) Amounts on Property Manager or Issuer has notified it that such deposits are Tenant security deposits or Tenant escrows, shall transfer such amounts to the Property Manager for deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:appropriate Escrow Account.

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor Borrower shall deliver to establish and maintain one or more accounts (collectively, the Agent “Lockbox Account”) with Lockbox Bank in trust for each account listed the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “PHR WNC, LLC and PHR WNC OPCO SUB, LLC, as Borrower and W▇▇▇▇ Fargo Bank, National Association, as Trustee, for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the Benefit of the Holders of DBJPM 2017-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, a lockbox agreement substantially in form of Exhibit E hereto Series 2017-C6 - Lockbox Account” or in such other form name as Lender shall be satisfactory approve. Borrower hereby grants to the Agent (each Lender a "LOCKBOX AGREEMENT") which shall establish such account first-priority security interest in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement Account and all other funds deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of such Pledgor. Any income received with respect to Lender a perfected first priority security interest in the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investmentsincluding, may be withdrawn by without limitation, filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the Company right to make withdrawals from such the Lockbox Account in accordance with subsection (C) belowthe Lockbox Agreement and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All rightmonies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, title and interest in and or shall cause Manager to, on or prior to the Closing Date, (i) deliver Tenant Direction Letters to all Tenants under Subleases, if any, instructing those Tenants to deliver all Rents payable thereunder directly to the Lockbox Account and (ii) deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks with which any Borrower or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to the Property directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by any Borrower or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt thereof; provided, however, for any Rents from any Tenants which are paid by check and any payment from Persons with whom Borrower or Manager does business on an “accounts receivable” basis with respect to the Property which are paid by check, Borrower or Manager shall deposit all such funds into the Lockbox Account within two (2) Business Days after receipt thereof; provided, further that for any Rents which are paid by cash and any other amounts received by Borrower or Manager with respect to the Property which are paid by cash, Borrower or Manager shall deposit all such funds into an account designated by Borrower and cause such funds to be transferred to the Lockbox Account within two (2) Business Days after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement, subject to the terms and conditions of the Cash Management Agreement and only during a Cash Sweep Period, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit from time to time in the Lockbox Accounts together Account once every Business Day during a Cash Sweep Period and if no Cash Sweep Period shall be in effect, to transfer such amounts to an account designated by Borrower once every Business Day in accordance with the terms of the Lockbox Agreement. (d) Upon the occurrence and during the continuance of an Event of Default or a Bankruptcy Trigger Event, Lender may, in addition to any Liquid Investments from time and all other rights and remedies available to time made pursuant to subsection (D) of this Section shall vest Lender, apply any sums then present in the Agent (pursuant Lockbox Account to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedDebt in any order in its sole discretion. (Be) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a The Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds monies held by Owner, Operating Tenant, Manager or property of such PledgorLockbox Bank. (Cf) The balance from time to time standing to the credit of the Lockbox Accounts shallBorrower shall not further pledge, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit assign or grant any security interest in the Lockbox Accounts is not sufficient Account or the monies deposited therein or permit any lien or encumbrance to make attach thereto, or any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause levy to be liquidated made thereon, or any UCC-1 Financing Statements, except those naming Lender as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution andsecured party, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9filed with respect thereto. (Dg) Amounts on deposit Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Accounts shall be invested and re-invested Account and/or the Lockbox Agreement (unless arising from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in gross negligence or willful misconduct of Lender) or the name and be under the control performance of the Agent; provided that, if an Event of Default has occurred and is continuing, obligations for which the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Lockbox Account was established.

Lockbox Account. (Aa) On During the term of the Loan, Borrower shall establish and maintain an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “GPT GIG BOA Portfolio Owner LLC as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December 6, 2012 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, each Pledgor shall deliver Tenant Direction Letters to all Tenants under Major Leases to deliver all Rents payable thereunder directly to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent"Lockbox Account. Borrower shall, and under the exclusive control of the Agent. From and after the Closing Dateshall cause Manager to, there shall be deposited from time to time deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Accounts the cash Proceeds of the Collateral required Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement to be delivered transfer to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Cash Management Account in accordance with subsection (C) below. All right, title and interest in and to the cash immediately available funds by federal wire transfer all amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in Account once every Business Day throughout the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part term of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedLoan. (Bd) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation during the continuance of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or file or authorize the filing of any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages (excluding special, punitive or consequential damages), obligations and costs and expenses (including litigation costs and reasonable out-of-pocket attorneys’ fees and expenses) arising from or in Section 9. For this purposeany way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence, "Liquid Investments" means Temporary Cash Investments; provided that (ibad faith or willful misconduct of Lender) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established as set forth in this Section 2.6.1 and in the Lockbox Agreement.

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, Borrower and Maryland Owner shall establish and maintain an account (the “Lockbox Account”) with respect to each Pledgor Individual Property with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall deliver be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “Hackensack VF L.L.C., as Borrower Agent, and Deutsche Bank National Trust Company, as trustee for the holders of Vornado DP LLC Trust 2010, Commercial Mortgage Pass-Through Certificates, Series 2010-VNO, as Lender, pursuant to the Agent for Loan and Security Agreement dated as of August 18, 2010 — Lockbox Account”. Each of Borrower and Maryland Owner hereby grants to Lender a first-priority security interest in each account listed for such Pledgor on Exhibit B hereto (each Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a "LOCKBOX ACCOUNT")perfected first priority security interest in the Lockbox Account, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as including, without limitation, filing UCC-1 Financing Statements and continuations thereof, provided that neither Borrower nor Maryland Owner shall be satisfactory required to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and take any action that will increase its liabilities or obligations hereunder or under the exclusive control any of the Agentother Loan Documents. From Lender and after Servicer shall have the Closing Date, there sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower and Maryland Owner. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds Indebtedness. (b) Each of the Collateral required Borrower and Maryland Owner shall, or shall cause Manager to, deliver Tenant Instruction Letters to be delivered all tenants under Leases on or prior to the Agent pursuant Closing Date to subsection (B) of this Section 5 or any other provision of this Agreement and deliver all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant Rents payable thereunder directly to the Lockbox Agreement for each Lockbox Account). Each of Borrower and Maryland Owner shall, shall constitute part of the Collateral hereunder and shall not constitute payment of cause Manager to, deposit all amounts received by Borrower, Maryland Owner or Manager constituting Rents into the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor within one (if paid 1) Business Day after receipt thereof. Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by wire transfer). In addition to transfer or via the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, ACH System all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other amounts constituting available funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient Account once every Business Day throughout the term of the Loan. Notwithstanding the foregoing, Borrower may elect to make any distribution have all or some of the monies that, pursuant to any Pledgor referred to in the previous sentence above provisions of this Section 5(C)3.1.1, the Agent shall cause are to be liquidated as promptly as practicable Liquid Investments in deposited into the Lockbox Accounts designated by Account instead deposited directly into the Pledgors as required Cash Management Account and to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution extent the Lockbox Account shall not be made until such liquidation has taken place. Upon required and the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts Cash Management Agreement shall be invested and re-invested from time amended to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:reflect this.

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor Borrower shall deliver to establish and maintain an account (the Agent “Lockbox Account”) with Lockbox Bank in trust for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the benefit of Lender, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory under the sole dominion and control of Lender. The Lockbox Account shall be entitled “Behringer Harvard ▇▇▇▇▇▇▇▇ Place LP, as Borrower, and Wachovia Bank, National Association, as Lender, pursuant to the Agent (each Loan Agreement dated as of December , 2006 – Lockbox Account”. Borrower hereby grants to Lender a "LOCKBOX AGREEMENT") which shall establish such account first-priority security interest in the name "NationsCredit Commercial CorporationLockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, as Agent"including, without limitation, executing and under filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the exclusive control of sole right to make withdrawals from the Agent. From Lockbox Account and after all costs and expenses for establishing and maintaining the Closing Date, there Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds of the Collateral required Debt. (b) Borrower shall, or shall cause Manager to, deliver irrevocable written instructions to be delivered all tenants under Leases to deliver all Rents payable thereunder directly to the Agent pursuant Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement to subsection transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day during the continuance of a Cash Sweep Period. (Bd) Upon the occurrence of this Section 5 or an Event of Default, Lender may, in addition to any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect rights and remedies available to the balance from time to time standing to the credit of each Lockbox AccountLender, including apply any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time sums then present in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant Account to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedDebt in any order in its sole discretion. (Be) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a The Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties an Eligible Account and shall not be commingled with any other funds monies held by Borrower or property of such PledgorLockbox Bank. (Cf) The balance from time Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to time standing attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the credit secured party, to be filed with respect thereto, and except for the rights of the Lockbox Accounts shall, except upon Bank under the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (Dg) Amounts on deposit Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Accounts shall be invested and re-invested Account and/or the Lockbox Agreement (unless arising from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in gross negligence or willful misconduct of Lender) or the name and be under the control performance of the Agent; provided that, if an Event of Default has occurred and is continuing, obligations for which the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Lockbox Account was established.

Lockbox Account. (Aa) On Borrower has established and, during the Closing Dateterm of the Loan, each Pledgor shall deliver maintain one or more segregated Eligible Accounts (collectively, the “Lockbox Account”) with Lockbox Bank titled as set forth in the applicable Lockbox Agreement and, which Lockbox Account is in trust for the Lender and shall be under the sole dominion and control of Lender to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account extent set forth in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the AgentLockbox Agreement. From and after the Closing Date, there shall be deposited from time Borrower hereby grants to time into Lender a security interest in the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement Account and all other funds deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of such Pledgor. Any income received with respect to Lender a perfected security interest in the balance from time to time standing to the credit of each Lockbox Account, including any interest including, without limitation, filing UCC‑1 financing statements and continuations thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or capital gains on Liquid Investments, may be withdrawn by hereafter acquired” or words to that effect. Lender and Servicer shall have the Company sole right to make withdrawals from such the Lockbox Account in accordance with subsection (C) belowand subject to the Lockbox Agreement. All rightcosts and expenses of establishing and maintaining the Lockbox Account shall be paid by ▇▇▇▇▇▇▇▇. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. (b) Borrower shall, title and interest in shall cause Manager on behalf of ▇▇▇▇▇▇▇▇, respectively, to, deposit all amounts received by Borrower or Manager constituting Rents (other than security deposits unless and until the same are forfeited by the applicable Tenant) from the Properties into the Lockbox Account within five (5) Business Days after receipt thereof. For the avoidance of doubt, (x) Borrower shall not be required to cause or direct Tenants to deposit Rents directly into the Lockbox Account and (y) (A) capital contributions of the owners of Borrower and (B) payment of Required REIT Distributions during an Event of Default from equity or sources other than Excess Cash Flow and/or the Properties shall not constitute Rents. (c) Borrower has obtained from Lockbox Bank its agreement to transfer to the cash Cash Management Account upon notice from Lender to Lockbox Bank of a Cash Sweep Period (the “Cash Sweep Period Instructions”), all amounts on deposit from time to time in the Lockbox Accounts Account (other than a reasonable peg balance and the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) in accordance with the Cash Sweep Period Instructions, which Cash Sweep Period Instructions may require up to two (2) transfers per week to the Cash Management Account. Upon a Cash Sweep Cure Date, Lender shall, within three (3) Business Days, provide notice to the Lockbox Bank that the Cash Sweep Period Instructions are no longer in effect and that all amounts on deposit in the Lockbox Account shall be transferred by the Lockbox Bank to an account designated by Borrower (together with any Liquid Investments from time to time made pursuant to subsection other account of Borrower (Dother than the Lockbox Account) of this Section shall vest each, a “Non-Pledged Account”). In the event a Cash Sweep Period is not in effect, all amounts on deposit in the Agent (pursuant Lockbox Account shall be transferred by the applicable Lockbox Bank to one or more Non-Pledged Accounts. Notwithstanding anything to the Lockbox Agreement for each Lockbox Account)contrary contained herein, shall constitute part of any amounts contained in the Collateral hereunder and Non-Pledged Accounts shall not constitute payment of be collateral for the Secured Obligations until applied thereto as hereinafter providedLoan or subject to any restrictions or limitations set forth in the Loan Documents. (Bd) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to During the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation continuance of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient Account to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all payment of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time Debt in such Liquid Investments order and priority as the Pledgors Lender shall determinedetermine in its sole discretion; provided, which Liquid Investments shall be held in the name and be under the control of the Agent; provided thathowever, if an unless a Priority Payment Cessation Event of Default has occurred and is continuing, the Agent Lender shall continue to make Priority Waterfall Payments to the extent of funds available therefore in the Lockbox Account. (e) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statement, except those naming Lender as the secured party, to be filed with respect thereto. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Losses arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established. (g) Notwithstanding anything to the contrary in this Agreement or the other Loan Documents and so long as a Cash Sweep Period does not then exist, Borrower shall be permitted, without the consent of Lender, but with not less than ten (10) Business Days’ prior notice to, Lender, to close any individual Lockbox Account (provided that such notice period may be shortened or such notice period may be provided concurrently in the event the Lockbox Bank ceases to be an Eligible Institution (or Borrower reasonably believes such cessation is reasonably likely to occur)) (collectively, a “Lockbox Consolidation”). Lender shall, if instructed by at the Required Lendersrequest of Borrower, cause such Liquid Investments direct the Lockbox Bank to be liquidated and apply or cause to be applied terminate the proceeds thereof Lockbox Agreement in connection with a Lockbox Consolidation with respect to the payment of applicable Lockbox Account to the Secured Obligations in the manner specified in Section 9. For this purposeextent required by Lockbox Bank, "Liquid Investments" means Temporary Cash Investments; provided that and otherwise reasonably cooperate with Borrower (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent at Borrower’s sole cost and (iiexpense) in order to provide effectuate any Lockbox Consolidation. (h) Notwithstanding anything to the Agentcontrary contained herein, for Borrower shall have the benefit right, without the consent of Lender, to establish and maintain during the term of the Secured PartiesLoan one or more additional Lockbox Accounts with one or more Lockbox Banks (each such new Lockbox Account, with a perfected security interest therein“New Lockbox Account”) provided that each such New Lockbox Accounts satisfy the requirements of this Section 2.7. 1. Upon the establishment of a New Lockbox Account, each Liquid Investment such New Lockbox Account shall be either:considered a Lockbox Account pursuant to the terms of this Agreement.

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor Borrower shall deliver to establish and maintain an account (the Agent “Lockbox Account”) with Lockbox Bank in trust for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the benefit of Lender, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory under the sole dominion and control of Lender. The Lockbox Account shall be entitled “Behringer Harvard ▇▇▇▇ ▇ ▇▇▇▇▇▇, LLC, as Borrower, and Bear ▇▇▇▇▇▇▇ Commercial Mortgage, Inc., as Lender, pursuant to the Agent (each Amended and Restated Loan Agreement dated as of October 18, 2006 - Lockbox Account”. Borrower hereby grants to Lender a "LOCKBOX AGREEMENT") which shall establish such account first-priority security interest in the name "NationsCredit Commercial CorporationLockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, as Agent"including, without limitation, executing and under filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the exclusive control of sole right to make withdrawals from the Agent. From Lockbox Account and after all costs and expenses for establishing and maintaining the Closing Date, there Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds Debt. (b) Borrower shall, or shall cause Property Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Property Manager to, deposit all amounts received by Borrower or Property Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Collateral required Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect rights and remedies available to the balance from time to time standing to the credit of each Lockbox AccountLender, including apply any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time sums then present in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant Account to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedDebt in any order in its sole discretion. (Be) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a The Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties an Eligible Account and shall not be commingled with any other funds monies held by Borrower or property of such PledgorLockbox Bank. (Cf) The balance from time Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to time standing attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the credit secured party, to be filed with respect thereto, and except for the rights of the Lockbox Accounts shall, except upon Bank under the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (Dg) Amounts on deposit Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Accounts shall be invested and re-invested Account and/or the Lockbox Agreement (unless arising from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in gross negligence or willful misconduct of Lender) or the name and be under the control performance of the Agent; provided that, if an Event of Default has occurred and is continuing, obligations for which the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Lockbox Account was established.

Lockbox Account. Borrower shall open and maintain with Bank an account (Athe "Collateral Account") On into which all funds received by Borrower from any source shall immediately be deposited. Borrower shall direct all account debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank, over which Bank shall have exclusive and unrestricted access. Bank shall collect the Closing Datemail delivered to such post office box, each Pledgor shall deliver open such mail, and endorse and credit all items to the Agent Collateral Account. Borrower shall direct all account debtors or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Collateral Account. Borrower shall hold in trust for each account listed for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Collateral Account, and immediately deliver such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially payments to Bank in form of Exhibit E hereto or in such other their original form as shall be satisfactory received from the account debtor, with proper endorsements for deposit into the Collateral Account. Borrower irrevocably authorizes Bank to transfer to the Agent (each a "LOCKBOX AGREEMENT") which Collateral Account any funds that have been deposited into any other accounts or that Bank has otherwise received. Borrower shall not establish such account or maintain any accounts with any Person other than Bank except for accounts opened in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control ordinary course of the Agent. From and after the Closing Date, there shall be deposited business from time which all funds are transferred on a daily basis to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and Account. Bank shall have all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to all of the cash amounts on deposit items from time to time in the Lockbox Accounts together with Collateral Account and their proceeds. Neither Borrower nor any Liquid Investments from time person claiming through Borrower shall have any right in or control over the use of, or any right to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account)withdraw any amount from, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the sole control of the AgentBank; provided thatprovided, if an however, that so long as no Event of Default has occurred and is continuing, continuing Borrower shall have the Agent shall, if instructed right to make withdrawals from the Collateral Account for use in the ordinary course of business or for purposes not prohibited by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment terms of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Agreement.

Lockbox Account. (Aa) On the Closing DateFirst Union, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto in its capacity of Lockbox Bank, hereby acknowledges and agrees that any and all Trust Receivables (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto as defined below) received by First Union or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection Account (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) as defined below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received transferred by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing First Union to the credit of Collection Account (as defined in the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, Underlying Transaction Documents) to be distributed to each Pledgor in accordance with the provisions Underlying Transaction Documents. First Union further acknowledges and agrees that it may not exercise, and hereby expressly waives, any rights of each set off, recoupment, banker's lien, statutory lien or any similar rights pursuant to any applicable law or in equity against the Trust Receivables received by First Union, in its capacity of Lockbox Agreement. If immediately available cash Bank, or deposited into the Lockbox Account; provided, however, that if any checks, money orders, drafts, collection remittances and other instruments (collectively, "CHECKS") relating to Trust Receivables paid to the Collection Account are returned unpaid or otherwise dishonored, First Union, in its capacity of Lockbox Bank, shall have the right to charge any and all such returned or dishonored Checks (together with all customary service charges and other fees related thereto) against the Lockbox Account or to demand reimbursement therefor directly from Borrower, or if neither of the foregoing reimburses First Union, then upon notice delivered to the Senior Lien Holder and FSA prior to the Final Insurance Termination Date, First Union, in its capacity of Lockbox Bank, may obtain reimbursement from the Collection Account, the Master Spread Account or to the extent funds on deposit account for such dishonored checks actually were received in the Collection Account, in the Master Spread Account or by FSA. (b) First Union, in its capacity of Lockbox Accounts is not sufficient Bank, shall send to make each of Senior Lien Holder only upon written request of Senior Lien Holder and FSA copies of all returned and dishonored Checks relating to Trust Receivables promptly upon (and, in any distribution event, within ten days following) First Union's receipt thereof, and upon Senior Lien ▇▇▇▇▇▇'▇ ▇▇ FSA's request First Union, in its capacity of Lockbox Bank, shall provide each of Senior Lien Holder and FSA with copies of the regular monthly bank statements provided to Borrower or its Affiliates or Issuer or its Affiliate and such other information relating to the Lockbox Account as shall reasonably be requested by Senior Lien Holder or FSA. First Union, in its capacity of Lockbox Bank, shall also deliver a copy of all notices and statements required to be sent pursuant to any Pledgor referred agreement governing or related to the Lockbox Account (including any Lockbox agreements executed in connection therewith) to Senior Lien Holder and FSA at such times as provided therein. (c) For the previous sentence purposes of this Section 5(C)1.3, the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that term (i) each Liquid Investment "LOCKBOX ACCOUNT" shall mature within 30 days after it is acquired mean any and all lockbox or other accounts established with First Union by Borrower, Borrower's Affiliates, the Agent Issuers or the Issuers' Affiliates, and (ii) "TRUST RECEIVABLES" shall mean each of (A) any and all payments made or amounts paid in order to provide connection with the AgentContracts, for and (B) any and all proceeds from the benefit repossession or other disposition of the Secured Parties, any Vehicle made in connection with a perfected security interest therein, each Liquid Investment shall be either:delinquent Contract.

Lockbox Account. (Aa) On Borrower shall establish and maintain a segregated Eligible Account (the Closing Date“Other Revenues Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Other Revenues Lockbox Account shall be satisfactory to under the Agent (each a "LOCKBOX AGREEMENT") which sole dominion and control of Lender. The Other Revenues Lockbox Account shall establish such account in be entitled TPG-SAN ▇▇▇▇▇▇ PLAZA, L.P. as debtor for the name "NationsCredit Commercial Corporationbenefit of Nomura Credit & Capital, Inc., as Agent"secured party - Other Revenues Lockbox Account.” Borrower shall also establish and maintain a segregated Eligible Account (the “Parking Lockbox Account”, and under together with the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Other Revenues Lockbox Account, including any interest or capital gains on Liquid Investmentscollectively, may be withdrawn by the Company from such “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Parking Lockbox Account shall be under the sole dominion and control of Lender. The Parking Lockbox Account shall be entitled TPG-SAN ▇▇▇▇▇▇ PLAZA, L.P. as debtor for the benefit of Nomura Credit & Capital, Inc., as secured party - Parking Lockbox Account.” In connection with a Securitization or other transfer of the Loan, Lender shall have the right to cause the applicable account to be entitled with such other designation as Lender (or its successor) may select in accordance with subsection (C) belowits reasonable discretion to reflect an assignment or transfer of the Loan. All right, title and Borrower hereby grants to Lender a first priority security interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with Account and all deposits at any Liquid Investments from time contained therein and the proceeds thereof and will take all actions necessary to time made pursuant to subsection (D) maintain in favor of this Section shall vest Lender a perfected first priority security interest in the Agent Lockbox Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. (pursuant b) Borrower shall, or shall cause Manager to, deliver written instructions to (x) all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account and (y) to any parking operator under a Parking Management Agreement for each to deliver all Rents payable in connection with parking operations directly to the Parking Lockbox Account). Borrower shall, shall constitute part of the Collateral hereunder and shall not constitute payment of cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Secured Obligations until applied thereto as hereinafter providedOther Revenues Lockbox Account within two (2) Business Days after receipt. (Bc) Each Pledgor Borrower shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, obtain from Lockbox Bank its agreement to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition transfer to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made Cash Management Account in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash funds by federal wire transfer all amounts on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in Account at least once each calendar week and on the previous sentence of this Section 5(C), Business Day immediately preceding each Payment Date throughout the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9Term. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

Lockbox Account. (a) Borrower has established the Lockbox Account pursuant to and in accordance with the Lockbox Agreement. Borrower and Manager (if any) shall not change the Lockbox Account or the depository institution holding any such Lockbox Account, except in accordance with the terms and conditions of the Lockbox Agreement and the Loan Agreement. Borrower agrees to pay the fees of Deposit Bank in accordance with the customary fees charged by Deposit Bank for the services described herein, as such fees are established from time to time. (b) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager to, immediately deposit all revenue derived from the Property and received by Borrower or Manager, as the case may be, into the Lockbox Account; (ii) Borrower shall instruct Manager to immediately deposit (A) On all revenue derived from the Property collected by Manager, if any, pursuant to the Management Agreement (or otherwise) into the Lockbox Account and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Property) into the Lockbox Account; (iii) (A) on or before the Closing Date, each Pledgor Borrower shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto have sent (each and hereby represents that it has sent) a "LOCKBOX ACCOUNT")notice, a lockbox agreement substantially in the form of Exhibit E hereto A attached hereto, to all Tenants now occupying space at the Property directing them to pay all Rent and other sums due under the Lease to which they are a party into the Lockbox Account (such notice, the “Tenant Direction Notice”), (B) simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such other form as shall be satisfactory to Lease the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent"Tenant Direction Notice, and under (C) Borrower shall continue to send the exclusive control of aforesaid Tenant Direction Notices until each addressee thereof complies with the Agent. From and after the Closing Date, terms thereof; (iv) there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 no other accounts maintained by Borrower or any other provision Person into which revenues from the ownership and operation of this Agreement the Property are directly deposited; and all (v) neither Borrower nor any other funds of Person shall open any other such Pledgor. Any income received account with respect to the balance from time to time standing to direct deposit of income in connection with the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by Property. If notwithstanding the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) provisions of this Section 3(a), Borrower receives any Rents and/or other revenues from the Property, such Rents and/or other revenues shall vest be deemed to be collateral and (A) Borrower shall hold such Rents and/or other revenues in trust for the Agent (benefit, and as the property, of Lender pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties Mortgage and shall not be commingled with any other funds or property of Borrower and (B) Borrower shall deposit with the Lockbox Bank within one (1) Business Day of receipt all such PledgorRents and/or other revenues received by Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section without Lender’s prior written consent. (Cc) The balance from time to time standing Borrower shall establish and maintain the Lockbox Account for the term of the Loan, which Lockbox Account shall be under the sole dominion and control of Lender (subject to the credit terms hereof and of the Lockbox Accounts shallAgreement). The Lockbox Account shall have a title evidencing the foregoing in a manner reasonably acceptable to Lender. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account. Borrower hereby authorizes Lender to file UCC Financing Statements and continuations thereof to perfect Lender’s security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof. All costs and expenses for establishing and maintaining the Lockbox Account (or any successor thereto) shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. Borrower shall not alter or modify either the Lockbox Account or the Lockbox Agreement, in each case without the prior written consent of Lender. The Lockbox Agreement shall provide (and Borrower shall provide) Lender online access to bank and other financial statements relating to the Lockbox Account (including, without limitation, a listing of the receipts being collected therein). In connection with any Secondary Market Transaction, Lender shall have the right to cause the Lockbox Account to be entitled with such other designation as Lender may select to reflect an assignment or transfer of Lender’s rights and/or interests with respect to the Lockbox Account. Lender shall provide Borrower with prompt written notice of any such renaming of the Lockbox Account. Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except upon those naming Lender as the secured party, to be filed with respect thereto. The Lockbox Account (i) shall be an Eligible Account and (ii) shall not be commingled with other monies held by Borrower or Lockbox Bank. Upon (A) Lockbox Bank ceasing to be an Eligible Institution, (B) the Lockbox Account ceasing to be an Eligible Account, (C) any resignation by Lockbox Bank or termination of the Lockbox Agreement by Lockbox Bank or Lender and/or (D) the occurrence and continuation continuance of an Event of Default, Borrower shall, within fifteen (15) days of Lender’s request, (1) terminate the existing Lockbox Agreement, (2) appoint a new Lockbox Bank (which such Lockbox Bank shall (I) be an Eligible Institution, (II) other than during the continuance of an Event of Default, be distributed to each Pledgor in accordance with selected by Borrower and approved by Lender and (III) during the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation continuance of an Event of Default, be selected by Lender), (3) cause such Lockbox Bank to open a new Lockbox Account (which such account shall be an Eligible Account) and enter into a new Lockbox Agreement with Lender on substantially the Agent shall, if so instructed by same terms and conditions as the Required Lenders, apply or cause to be applied previous Lockbox Agreement and (subject to collection4) any or all of send new Tenant Direction Notices and the balance from time to time standing other notices required pursuant to the credit terms hereof relating to such new Lockbox Agreement and Lockbox Account. Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake any Lockbox Accounts in the manner specified in action required of Borrower under this Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held 2.7 in the name and of Borrower in the event Borrower fails to do the same. Such power of attorney shall be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments deemed to be liquidated a power coupled with an interest and apply or cause to cannot be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:revoked.

Lockbox Account. (Aa) On During the term of the Loan, Borrower shall establish and maintain an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “TNP SRT Portfolio II, LLC Lockbox Account FBO KeyBank National Association, successors and assigns”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account. All costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, each Pledgor shall deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent"Lockbox Account. Borrower shall, and under the exclusive control of the Agent. From and after the Closing Dateshall cause Manager to, there shall be deposited from time to time deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Accounts Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the cash Proceeds Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Collateral required to be delivered to Loan. (d) Upon the Agent pursuant to subsection (B) occurrence of this Section 5 an Event of Default or any other provision Bankruptcy Action of this Agreement Borrower or Manager, Lender may, in addition to any and all other funds of such Pledgor. Any income received with respect rights and remedies available to the balance from time to time standing to the credit of each Lockbox AccountLender, including apply any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time sums then present in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant Account to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedDebt in any order in its discretion. (Be) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a The Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds monies held by Borrower, Manager or property of such PledgorLockbox Bank. (Cf) The balance from time to time standing to the credit of the Lockbox Accounts shallBorrower shall not further pledge, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit assign or grant any security interest in the Lockbox Accounts is not sufficient Account or the monies deposited therein or permit any lien or encumbrance to make attach thereto, or any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause levy to be liquidated made thereon, or any UCC-1 Financing Statements, except those naming Lender as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution andsecured party, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9filed with respect thereto. (Dg) Amounts on deposit Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Accounts shall be invested and re-invested Account and/or the Lockbox Agreement (unless arising from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in gross negligence or willful misconduct of Lender) or the name and be under the control performance of the Agent; provided that, if an Event of Default has occurred and is continuing, obligations for which the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Lockbox Account was established.

Lockbox Account. (Aa) On the Closing Date, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which The Servicer shall establish such account a Lockbox Account identified as “the Lockbox Account for ▇▇▇▇▇▇ Master Facility Agreement, in trust for the Series 2000-A Secured Parties” on behalf of, and in the name "NationsCredit Commercial Corporationof, as Agent"MLR IV LLC, and under the exclusive control of the Agent. From and after the Closing Date, there which shall be deposited from time an Eligible Bank Account. The Servicer shall direct each User to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and make all other funds of such Pledgor. Any income received payments with respect to the balance from time to time standing Series 2000-A Contracts which are due after the related Pledge Date directly to the credit Lockbox Account. Any notice delivered pursuant to the preceding sentence of this Section 3.09 after the date hereof shall provide that (i) it is irrevocable except by, or a notice accompanied by written consent of, the Series Controlling Party and (ii) the User will only be discharged from its obligations under the Series 2000-A Contract to the extent payments are sent to the Lockbox Account. (b) The Servicer shall issue and maintain a standing instruction to the Lockbox Bank under the Lockbox Agreement to the effect that (x) on each Business Day the Lockbox Bank shall (i) cause all items received in the post-office box related to the Lockbox Account since the preceding Business Day relating to the Series 2000-A Contracts to be deposited into the Lockbox Account, including any interest or capital gains on Liquid Investmentsand (ii) remit by electronic funds transfer, may be withdrawn by into the Company from such Lockbox Series 2000-A Facility Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other available funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in Account and (y) if the Lockbox Accounts designated by Bank receives a written notice from the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Series Controlling Party stating that a Series Event of Default has occurred and is continuinghereunder, the Agent shallLockbox Bank shall thereafter follow such directions as it may thereafter receive from the Series Controlling Party with respect to Collections on the Series 2000-A Contracts, if instructed and shall not thereafter follow any directions of the Servicer (unless otherwise directed by the Required Lenders, cause such Liquid Investments Series Controlling Party). Such standing instruction shall be evidenced by an agreement with the Lockbox Bank in form and substance acceptable to be liquidated the Series Controlling Party. The Servicer will transfer any payments it receives directly rather than by payment to the Lockbox Account by or on behalf of the Users pursuant to the Series 2000-A Contracts and apply or cause to be applied the proceeds all Recoveries in respect thereof to the payment Series 2000-A Facility Account immediately upon receipt thereof. (c) Neither the Servicer, any Obligor nor any Affiliate thereof shall direct or shall have directed any payments to be remitted to the Lockbox Account unless such payments relate to the Series 2000-A Contracts, or to Contracts relating to other Series of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order Notes assigned to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Group B.

Lockbox Account. (Aa) On Borrowers shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, each Pledgor which Lockbox Account shall deliver to be under the Agent sole dominion and control of Lender. The Lockbox Account shall be entitled “HRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC and HRHH Gaming, LLC, for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the benefit of Column Financial, a lockbox agreement substantially in form of Exhibit E hereto Inc., its successors and/or assigns - Lockbox Account” or in such other form title as shall be satisfactory reasonably acceptable to Lender and the applicable Lockbox Bank. Each Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, and will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender shall have the sole right to make withdrawals from the Lockbox Account for application pursuant to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision terms of this Agreement and all other funds reasonable costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrowers. (b) Each Borrower shall, or shall cause its Manager and/or Sub-Manager, as applicable, to, deliver irrevocable written instructions to all commercial tenants under Leases of space at such Pledgor. Any income received with respect Borrower’s Property (including, without limitation, the HRHI Lease) to deliver all Rents payable thereunder directly to the balance from time to time standing Lockbox Account. Hotel/Casino Borrower shall, or shall cause HRHI to, deliver irrevocable written instructions to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by Gaming Operator to deliver all income and/or proceeds payable under the Company from such Gaming Sublease to HRHI directly to the Lockbox Account in accordance with subsection (C) belowon account of the payments due from HRHI to Hotel/Casino Borrower under the HRHI Lease. All rightHotel/Casino Borrower shall deliver irrevocable written instructions to HRHI, title and interest in and as the Liquor Manager, to the cash amounts on deposit from time deliver an amount equal to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (all revenues earned by Liquor Manager pursuant to the Liquor Management Agreement to the Lockbox Agreement for each Lockbox Account), shall constitute part Account on account of the Collateral hereunder payments due from HRHI to Hotel/Casino Borrower. Each Borrower shall, and shall not constitute payment cause its Manager to deposit all amounts received by such Borrower or its Manager constituting Rents (including Rents from all non-commercial tenants under Leases of space at such Borrower’s Property) or any other Gross Income from Operations into the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor within one (if paid by wire transfer)1) Business Day after receipt. In addition to Notwithstanding the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) Adjacent Borrower shall be cause Sub-Manager to deposit all amounts received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for Sub-Manager constituting Rents (but excluding security deposits unless and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor until applied in accordance with the provisions terms of the applicable Lease) or any other Gross Income from Operations from the Adjacent Property into the Lockbox Account within five (5) Business Days after receipt. Each Borrower shall, or shall cause its Manager to, deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks with which such Borrower or its Manager and/or Sub-Manager, as applicable, has entered into merchant’s agreements to deliver all receipts payable with respect to any Property directly to the Lockbox Agreement. If Account. (c) Borrowers shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available cash funds by federal wire transfer all amounts on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in Account once every Business Day throughout the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all term of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9Loan. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

Lockbox Account. (a) Borrower shall establish and, during the term of the Loan, maintain one or more segregated Eligible Accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall initially consist of four separate accounts which shall be entitled (A) On “Centro NP Holdings 12 SPE, LLC, et al. fbo JPMorgan Chase Bank, N.A., as Lender pursuant to Loan Agreement dated as of July 28, 2010 — Lockbox Account”, (B) “Centro NP Arbor Faire Owner, L.P., et al. fbo JPMorgan Chase Bank, N.A., as Lender pursuant to Loan Agreement dated as of July 28, 2010 — Lockbox Account”, (C) “Centro NP Augusta West Plaza, LLC, et al., as Borrower fbo JPMorgan Chase Bank, N.A., as Lender and pursuant to Loan Agreement dated as of July 28, 2010 — Lockbox Account”, and (D) “Centro NP Holdings 11 SPE, LLC, et al. as Borrower fbo JPMorgan Chase Bank, NA, as Lender and pursuant to Loan Agreement dated as of July 28, 2010 — Lockbox Account”; provided, however, that such Lockbox Account shall have subaccounts thereof which include the Closing Datename of each applicable Individual Property. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Lockbox Account, each Pledgor including, without limitation, filing UCC-1 financing statements and continuations thereof. Lender and Servicer shall deliver have the sole right to make withdrawals from the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form Lockbox Account. All costs and expenses of Exhibit E hereto or in such other form as establishing and maintaining the Lockbox Account shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agentpaid by Borrower. From and after the Closing Date, there shall be All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds of Debt. The Lockbox Agreement shall remain in effect and the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account shall remain in accordance with subsection (C) below. All right, title and interest existence until the Loan has been repaid in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedfull. (Bb) Each Pledgor Borrower shall, or shall instruct all Account Debtors and other Persons obligated in respect of all Accountscause Manager to, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its following the Closing Date but in no event later than three (3) Business Days thereafter, deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Until so depositedBorrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents (including, without limitation, all such proceeds shall be held in trust by such Pledgor for and as Termination Payments) into the property of the Secured Parties and shall not be commingled with any other funds or property of such PledgorLockbox Account within one (1) Business Day after receipt thereof. (Cc) The balance Borrower shall obtain from time Lockbox Bank its agreement to time standing transfer to the credit Cash Management Account on each Business Day in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account (other than the reasonable fees of the Lockbox Accounts shall, except upon Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan. (d) Upon the occurrence and continuation of an Event of Default, be distributed Lender may, in addition to each Pledgor any and all other rights and remedies available to Lender, apply any sums then present in accordance with the provisions Lockbox Account to the payment of each Lockbox Agreement. If immediately available cash the Debt in such order and priority as Lender shall determine in its sole discretion. (e) Funds on deposit in the Lockbox Accounts is Account shall not sufficient to make be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments security interest in the Lockbox Accounts designated by Account or the Pledgors as required monies deposited therein or permit any Lien to obtain sufficient cash attach thereto, or any levy to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon thereon, or any UCC-1 financing statement, except those naming Lender as the occurrence and continuation of an Event of Defaultsecured party, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9filed with respect thereto. (Dg) Amounts on deposit Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Accounts shall be invested and re-invested Account and/or the Lockbox Agreement (unless arising from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in gross negligence or willful misconduct of Lender) or the name and be under the control performance of the Agent; provided that, if an Event of Default has occurred and is continuing, obligations for which the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Lockbox Account was established.

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor Borrower shall deliver to establish and maintain an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Administrative Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the benefit of Lender, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory to under the Agent (each a "LOCKBOX AGREEMENT") which sole dominion and control of Administrative Agent. The Lockbox Account shall establish such account be titled as set forth in the name "NationsCredit Commercial Corporation, as Agent", and under Lockbox Agreement. Borrower hereby grants to Administrative Agent for the exclusive control benefit of the Agent. From and after the Closing Date, there shall be deposited from time to time into Lender a security interest in the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement Account and all other funds deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of such Pledgor. Any income received with respect to Administrative Agent a perfected security interest in the balance from time to time standing to the credit of each Lockbox Account, including any interest including, without limitation, filing UCC-1 financing statements and continuations thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or capital gains on Liquid Investments, may be withdrawn by hereafter acquired” or words to that effect. Administrative Agent shall have the Company sole right to direct withdrawals from such the Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant subject to the Lockbox Agreement and this Agreement and all costs and expenses for each establishing and maintaining the Lockbox Account), Account shall constitute part of be paid by Borrower. All monies now or hereafter deposited into the Collateral hereunder Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall not constitute payment of remain in effect until the Secured Obligations until applied thereto as hereinafter providedLoan has been repaid in full. (Bb) Each Pledgor shall instruct Borrower shall, on or prior to the Closing Date, deliver written instructions to MGM/Mandalay Tenant to deliver all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments MGM/Mandalay Lease Rents payable under the Initial MGM/Mandalay Lease directly to a the Lockbox Account of such Pledgor (if paid by wire transferwhich written instructions may be included in the Initial MGM/Mandalay Lease). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds If a Replacement MGM/Mandalay Lease is entered into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the terms and provisions of each this Agreement, Borrower shall promptly deliver written instructions to any such Replacement MGM/Mandalay Tenant to deliver all MGM/Mandalay Lease Rents payable under any such Replacement MGM/Mandalay Lease directly to the Lockbox Agreement. If immediately available cash on deposit Account (which written instructions may be included in the Lockbox Accounts is not sufficient Replacement MGM/Mandalay Lease). Borrower shall deposit all unrestricted funds received by Borrower or unrestricted funds readily available to make any distribution Borrower pursuant to any Pledgor referred to in the previous sentence express terms and provisions of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in MGM/Mandalay Lease Documents into the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied Account within one (subject to collection1) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9Business Day after receipt thereof. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

Lockbox Account. (Aa) On During the term of the Loan, Borrower shall establish and maintain an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “RPT Seattle East Industrial, LLC, as Borrower for the benefit of JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December ____, 2019 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, each Pledgor shall deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent"Lockbox Account. Borrower shall, and under the exclusive control of the Agent. From and after the Closing Dateshall cause Manager to, there shall be deposited from time to time deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Accounts the cash Proceeds of the Collateral required Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement to be delivered transfer to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Cash Management Account in accordance with subsection (C) below. All right, title and interest in and to the cash immediately available funds by federal wire transfer all amounts on 35 0107842.0726822 4821-7262-8396v10 deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection Account (D) less the reasonable fees of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part Bank) once every Business Day during the continuance of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provideda Cash Sweep Period. (Bd) Each Pledgor Provided that no Cash Sweep Event has occurred and is continuing, any and all funds in the Lockbox Account shall instruct all Account Debtors and other Persons obligated be transferred to an account designated by Borrower on each Business Day. Except as set forth in respect of all Accountsthis Section 2.7.1, Borrower shall have no rights to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to withdrawals from the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (Ce) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (f) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (g) Borrower shall not further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (h) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that any way connected with the Lockbox Account and/or the Lockbox Agreement (iunless arising from the gross negligence or willful misconduct of Lender) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. (Aa) On Borrower shall establish and, during the Closing Dateterm of the Loan, each Pledgor shall deliver to maintain one or more segregated Eligible Accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Administrative Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the benefit of Lenders, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory under the sole dominion and control of Administrative Agent for the benefit of Lenders. The Lockbox Account shall initially consist of an account entitled “Excel Anthem LLC FBO ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent.” Borrower hereby grants to Administrative Agent for the Agent (each benefit of Lenders a "LOCKBOX AGREEMENT") which shall establish such account first-priority security interest in the name "NationsCredit Commercial CorporationLockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Administrative Agent a perfected first-priority security interest in the Lockbox Account, as Agent"including, without limitation, filing UCC-1 financing statements and under continuations thereof. Administrative Agent and Servicer shall have the exclusive control sole right to make withdrawals from the Lockbox Account. All costs and expenses of establishing and maintaining the Agent. From and after the Closing Date, there Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds of the Collateral required Debt and all amounts due and payable to be delivered to the Administrative Agent pursuant to subsection (B) the terms of this Section 5 or any other provision of this the Loan Documents and the Fee Letter. The Lockbox Agreement shall remain in effect and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account shall remain in accordance with subsection (C) below. All right, title and interest existence until the Loan has been repaid in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedfull. (Bb) Each Pledgor Borrower shall, or shall instruct all Account Debtors and other Persons obligated in respect of all Accountscause Manager to, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit following the Closing Date and upon the execution of any new Lease (unless the substance of the Tenant Direction Letter is already included in such proceeds into its new Lease) but in no event later than fifteen (15) days thereafter, deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Until so depositedBorrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents (including, without limitation, all such proceeds shall be held in trust by such Pledgor for and as Termination Payments) into the property of the Secured Parties and shall not be commingled with any other funds or property of such PledgorLockbox Account within one (1) Business Day after receipt thereof. (Cc) The balance Borrower shall obtain from time Lockbox Bank its agreement to time standing transfer to the credit Cash Management Account on each Business Day during the continuance of a Cash Sweep Period in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account (other than the reasonable fees of the Lockbox Accounts shall, except upon Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan. (d) Upon the occurrence and continuation during the continuance of an Event of Default, be distributed Administrative Agent may, on behalf of Lenders, in addition to each Pledgor any and all other rights and remedies available to Administrative Agent, apply any sums then present in accordance with the provisions Lockbox Account to the payment of each Lockbox Agreement. If immediately available cash the Debt in such order and priority as Administrative Agent shall determine in its sole discretion. (e) Funds on deposit in the Lockbox Accounts is Account shall not sufficient to make be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments security interest in the Lockbox Accounts designated by Account or the Pledgors as required monies deposited therein or permit any Lien to obtain sufficient cash attach thereto, or any levy to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Defaultthereon, the or any UCC-1 financing statement, except those naming Administrative Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of Lenders as the Secured Partiessecured party, to be filed with a perfected security interest thereinrespect thereto. (g) Borrower shall indemnify Administrative Agent and Lenders and hold Administrative Agent and Lenders harmless from and against any and all actions, each Liquid Investment shall be either:suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Administrative Agent or any Lender) or the performance of the obligations for which the Lockbox Account was established.

Lockbox Account. (Aa) On Borrower shall execute and deliver the Closing Date, each Pledgor shall deliver to Lockbox Agreement establishing an account controlled by Lender (the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be “Lockbox Account”) at an institution reasonably satisfactory to Lender (the Agent (each a "LOCKBOX AGREEMENT"“Lockbox Bank”) which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox AccountAgreement. Borrower shall execute payment direction letters which shall be held by Lender until the occurrence of a Trigger Event. Lender shall not, prior to the occurrence of a Trigger Event, deliver such payment direction letters to any tenants of the Project and Lender shall notify any servicer of the Loan that such payment direction letters must be held until a Trigger Event has occurred. Upon the occurrence and during the continuance of a Trigger Event first occurring after the first Loan Year, unless Borrower delivers to Lender within three (3) Business Days after written notice from Lender (i) a Letter of Credit in the amount of $842,233.00 (the “Tax and Insurance Escrow Letter of Credit”) and (ii) a Letter of Credit in the amount of $1,240,000.00 (the “Replacement and Rollover Escrow Letter of Credit”), Lender shall constitute part of have the Collateral hereunder right to forward such payment direction letters to all tenants under the leases at the Project and shall not constitute payment of all lease guarantors directing such parties to pay all Rents and all sums due Borrower under the Secured Obligations until applied thereto as hereinafter provided. leases at the Project (Bthe “Leases”) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so depositedexpended or applied, all such proceeds shall be amounts held in trust by such Pledgor the Lockbox Account shall constitute additional security for and as the property of the Secured Parties and Debt. Borrower shall not be commingled with entitled to make any other funds or property of such Pledgor. (C) The balance withdrawals from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence Account and continuation of an Event of Default, funds shall be distributed to each Pledgor Lender as provided in accordance Section 2.5(d) below. Lender shall have a first priority perfected security interest in the Lockbox Account and all sums deposited therein. Borrower shall pay all reasonable costs and expenses imposed by the Lockbox Bank and reasonable out-of-pocket expenses of Lender in connection with establishing and administering the provisions Lockbox Account. Borrower shall have the right at any time during the continuance of each Lockbox Agreement. If immediately available cash a Trigger Event to deliver the Tax and Insurance Letter of Credit and the Replacement and Rollover Letter of Credit and upon delivery of such Letters of Credit the lockbox procedures implemented pursuant to Section 2.5 shall, until the occurrence of a subsequent Trigger Event, cease and all such sums on deposit in the Lockbox Accounts is not sufficient Account and the Net Cash Flow Escrow shall be remitted to make any distribution Borrower. (b) Prior to any Pledgor referred the occurrence of a Trigger Event, Borrower shall receive, use and apply the Rents and other sums due under the Leases in accordance with the Loan Documents. During the continuance of a Trigger Event after the first Loan Year, unless Borrower delivers to Lender a Tax and Insurance Letter of Credit and a Replacement and Rollover Letter of Credit, Borrower and its property manager shall cooperate in the previous sentence of this Section 5(C), the Agent shall cause causing all Rents to be liquidated as promptly as practicable Liquid Investments so deposited in the Lockbox Accounts designated Account and shall deposit any Rents or other sums due under the Leases which may be received by Borrower and property manager into the Pledgors Lockbox Account. (c) For purposes of determining if a Trigger Event has occurred after the first Loan Year, the Debt Service Coverage requirement shall be determined by Lender, at the end of each calendar quarter (based upon the quarterly report provided by Borrower under subsection 7.1(b) below). If a Trigger Event has occurred, upon request by Borrower Lender shall recompute the Debt Service Coverage as required of the end of the second (2nd) succeeding calendar quarter and each calendar quarter thereafter. If as a result of such recalculation, the Debt Service Coverage is equal to obtain sufficient cash or greater than 1.15:1 for two (2) consecutive calendar quarters as reasonably determined by Lender (the “Trigger Event Cure”), then, as applicable, the Tax and Insurance Letter of Credit and the Replacement and Rollover Letter of Credit shall be returned to make such distribution andBorrower and Borrower shall again have the right to receive, notwithstanding use, and apply all Rents, the Lockbox Account shall be deactivated and all sums on deposit in any other provision of this Section 5, such distribution the Funds shall not be made remitted to Borrower (until such liquidation has taken place. Upon the occurrence of another Trigger Event), and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance Borrower shall execute new tenant direction letters from time to time standing to as required by Lender which shall be held by Lender pending the credit occurrence of any Lockbox Accounts in the manner specified in Section 9another Trigger Event. (Dd) Amounts Sums in the Lockbox Account shall be applied by Lender in the following order: first, to Operating Expenses set forth in the Budget (as defined in Section 7.4); second, to Debt Service; third, to deposits required in the Funds and the Tax and Insurance Escrow Fund then currently due; and fourth, all remaining funds on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as Account (the Pledgors shall determine, which Liquid Investments “Net Cash Flow”) shall be held by Lender in the name Net Cash Flow Escrow and shall be made available to Borrower to pay for tenant improvements, tenant allowances, leasing commissions and other costs associated with the re-leasing of vacant space or renewal of existing leases at the Project. (e) During the existence of a Trigger Event after the first Loan Year, unless Borrower has delivered the Tax and Insurance Letter of Credit and the Replacement and Rollover Letter of Credit, Borrower shall execute such additional payment direction letters as may be reasonably required by Lender and shall cooperate with Lender in notifying, and shall cause, all tenants to make Rent payments to the Lockbox Account, which shall not be effective to discharge the obligations of such tenant under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments respective lease unless paid to be liquidated and apply or cause to be applied the proceeds thereof Lender pursuant to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Lockbox Agreement.

Lockbox Account. (Aa) On Borrowers shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, each Pledgor which Lockbox Account shall deliver to be under the Agent sole dominion and control of Lender. The Lockbox Account shall be entitled “HRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC and HRHH Gaming, LLC, for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the benefit of Vegas HR Private Limited and Trimont Real Estate Advisors, a lockbox agreement substantially in form of Exhibit E hereto Inc. as Agent, their respective successors and/or assigns - Lockbox Account” or in such other form title as shall be satisfactory reasonably acceptable to Lender and the applicable Lockbox Bank. Each Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, and will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender shall have the sole right to make withdrawals from the Lockbox Account for application pursuant to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision terms of this Agreement and all other funds reasonable costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrowers. (b) Each Borrower shall, or shall cause Resort Manager, LVHR and/or BREF HR, to deliver irrevocable written instructions to all non-residential tenants under Leases of space at such Pledgor. Any income received with respect Borrower’s Property, instructing such tenants to deliver all Rents payable thereunder directly to the balance from time to time standing Lockbox Account. Hotel/Casino Borrower shall, or shall cause LVHR to, deliver irrevocable written instructions to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by Gaming Operator to deliver all income and/or proceeds payable under the Company from such Gaming Management Agreement to LVHR directly to the Lockbox Account in accordance with subsection (C) belowon account of the payments due from LVHR to Hotel/Casino Borrower under the Casino Component Lease. All rightHotel/Casino Borrower shall deliver irrevocable written instructions to WGH, title and interest in and as the Liquor Manager, to the cash amounts on deposit from time deliver an amount equal to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (all revenues earned by Liquor Manager pursuant to the Liquor Management Agreement to the Lockbox Agreement for each Account on account of the payments due from Liquor Manager to Hotel/Casino Borrower. Hotel/Casino Borrower shall deliver irrevocable written instructions to the LVHR to deliver all amounts payable under the Employee Lease and the Casino Component Lease to Hotel/Casino Borrower directly to the Lockbox Account). Each Borrower shall, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct cause Resort Manager and LVHR to deposit all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be amounts received by such Pledgor, Borrower or Resort Manager or LVHR constituting Rents (including Rents from all non-commercial tenants under Leases of space at such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for Borrower’s Property and as the property of the Secured Parties and shall not be commingled with Casino Component Lease) or any other funds or property of such Pledgor. (C) The balance Gross Income from time to time standing to the credit of Operations into the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied Account within one (subject to collection1) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Business Day after

Lockbox Account. (Aa) On the Closing Funding Date, each Pledgor the Parties shall deliver enter into a Lockbox Agreement with the Lockbox Bank, which Lockbox Agreement will provide for, among other things, the establishment and maintenance of a Lockbox Account and a Lender Concentration Account in accordance with the terms herein and therein. (b) The Lender Concentration Account shall be held solely for the benefit of the Lender, subject to the Agent terms and conditions of this Agreement. The Lender shall have immediate and full access to any funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever. (c) Sweeps from the Lockbox Account shall be made to the Lender on the same day the Included Payments are received from Biosense and shall be applied to interest accrued and, as appropriate, principal outstanding, on the Loans on the same Business Day as such Included Payments become collected funds. (d) Borrowers shall pay for all fees, expenses and charges of the Lockbox Bank by depositing sufficient funds into the Lockbox Account when such fees, expenses and charges are due. (e) Borrowers shall, immediately upon the execution of the Lockbox Agreement (i) instruct Biosense in writing to remit to the Lockbox Account when due all Payments that are due and payable to Borrowers in respect of or derived from the Biosense Agreement and (ii) promptly provide to the Lender a copy of each account listed for such Pledgor on Exhibit B hereto notification. (f) Borrowers shall have no right to terminate the Lockbox Account without the Lender’s prior written consent. Any such consent, which the Lender may grant or withhold in its discretion, shall be subject to the satisfaction of each a "LOCKBOX ACCOUNT")of the following conditions to the satisfaction of the Lender: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) the Lender, Borrowers and the successor Lockbox Bank shall have entered into a lockbox agreement substantially in the form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent Lockbox Agreement initially entered into; (each a "LOCKBOX AGREEMENT"iii) which shall establish such account all funds and items in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant accounts subject to the Lockbox Agreement to be terminated shall be transferred to the new accounts held at the successor Lockbox Bank prior to the termination of the then existing Lockbox Bank; and (iv) Borrowers and the Lender shall have received evidence that Biosense has been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) All Included Payments shall be paid into the Lockbox Account or to any other account(s) designated in writing by the Lender to Borrowers, and amounts deposited therein shall be treated as described in Exhibit I. (h) Borrowers shall make voluntary prepayments made in accordance with Section 3.02(a) by wire transfer or by an Automated Clearing House transfer to the Lockbox Account. (i) In the event at any time following the execution of the Lockbox Agreement by all parties thereto, Biosense remits any Included Payments directly to Borrowers or otherwise except to the Lockbox Account, Borrowers shall immediately (i) remit any such Included Payments to the Lockbox Account (or, if for each Lockbox some reason such account is no longer in effect or payment cannot be made into such account, Borrowers shall remit such Included Payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Bank Account), shall constitute part (ii) immediately instruct Biosense in writing to remit any future Included Payments to the Lockbox Account and (iii) promptly provide to Lender a copy of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedsuch notice. (Bj) Each Pledgor shall instruct all Account Debtors and Any payments, other Persons obligated in respect of all Accountsthan from funds paid to the Lender from the Lender Concentration Account, to make all payments in respect of such Accounts and be made by Borrowers to the Lender hereunder or under any other Transaction Document shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid be made by wire transfer). In addition transfer or by an Automated Clearing House transfer of immediately available funds to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Lender Concentration Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor Borrower shall deliver on or prior to the Agent date hereof establish and maintain an account (the “Lockbox Account”) with a Lockbox Bank in trust for each account listed the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “Grand Prix SILI II LLC, for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the benefit of JPMorgan Chase Bank, a lockbox agreement substantially in form National Association, as Lender, pursuant to Loan Agreement dated as of Exhibit E hereto June 9, 2014 – Lockbox Account” or in such other form title as may be acceptable to Lender in its discretion. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof to the extent applicable. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account, provided, that so long as no Cash Sweep Period is in effect, all amounts in the Lockbox Account shall be satisfactory disbursed to Borrower in accordance with the Lockbox Agreements, and upon the occurrence of any Cash Sweep Event, all amounts shall be disbursed to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in Cash Management Account. All reasonable costs and expenses for establishing and maintaining the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. The Lockbox Account shall at all other funds times be an Eligible Account. (b) Borrower and Operating Lessee shall, or shall cause Manager to, immediately deposit all Gross Income from Operations, all revenues and receipts from sales of such Pledgor. Any income furniture, fixtures and equipment and forfeited security deposits received with respect to the balance Property from time and after the date hereof into the Lockbox Account. Borrower, or Operating Lessee, as lessor under the applicable Lease, shall deliver Tenant Direction Letters to time standing all Tenants under Leases directing them to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower, Operating Lessee or Manager shall deliver a notice to each of the credit of card companies or credit card clearing banks with which Borrower or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to the Property directly to the Lockbox Account. Borrower and Operating Lessee shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within three (3) Business Days after receipt thereof. USActive 30748472.10 -44- (c) Borrower, shall enter into Lockbox Agreements, pursuant to which each Lockbox Bank shall agree to transfer to the Cash Management Account, including any interest or capital gains on Liquid Investmentsin immediately available funds by federal wire transfer, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash all amounts on deposit from time to time in the applicable Lockbox Accounts together with Account once every Business Day during the continuance of a Cash Sweep Period. At any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest other than during a Cash Sweep Period, all amounts on deposit in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedbe disbursed to Borrower or at its direction. (Bd) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation during the continuance of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actual actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in Section 9. For this purposeany way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence, "Liquid Investments" means Temporary Cash Investments; provided that illegal acts, fraud or willful misconduct of Lender) or the payment and performance of the obligations of Borrower for which the Lockbox Account was established. (h) Borrower shall have the right to replace the Lockbox Account and the Lockbox Agreement and enter into a replacement Lockbox Agreement with respect to the Lockbox Account, provided, that, the following conditions shall be satisfied: (i) each Liquid Investment Borrower shall mature within 30 days after it is acquired by have obtained the Agent and prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed, (ii) such replacement Lockbox Account shall at all times be an Eligible Account and be maintained with an Eligible Institution; (iii) Borrower and the replacement Lockbox Bank shall enter into a replacement Lockbox Agreement, in order form and substance reasonably acceptable to provide Lender, (iv) all Tenant Direction Letters and Payment Direction Letters (as such terms are defined in the AgentCash Management Agreement) with respect to the Lockbox Account that is to be terminated, for shall be revoked and Borrower shall send Tenant Direction Letters to the benefit applicable Tenants and Payment Direction Letters to the applicable Credit Card Company, which direct payments to be made to the replacement Lockbox Account, and (v) Borrower shall deliver to Lender, an opinion of the Secured Partiescounsel, with in form and substance reasonably acceptable to Lender that Lender shall have a perfected security interest therein, each Liquid Investment shall be either:in the replacement Lockbox Account.

Lockbox Account. (A) On the Closing Date, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, If there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of is an Event of Default, Borrower shall, --------------- at Borrower's expense and in the manner requested by Bank, direct that remittances and all other collections and proceeds of Accounts and other Collateral be distributed deposited into a non-interest bearing lock box account maintained in Bank's name ("Lockbox Account"). In connection therewith, Borrower shall execute such lockbox agreement as Bank shall require. Borrower shall maintain the Lockbox Account with Bank, and Borrower hereby grants to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit Bank a security interest in the Lockbox Account over which Borrower shall have no control and into which the proceeds of all Collateral shall be deposited immediately upon their receipt. (a) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Bank, receive, as the property of Bank, any monies, checks, notes, drafts, or any other payment relating to and/or proceeds of Accounts is not sufficient to make any distribution to any Pledgor referred to in or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the previous sentence of this Section 5(C), the Agent shall cause same to be liquidated as promptly as practicable Liquid Investments deposited in the Lockbox Accounts designated by Account, or remit the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply same or cause the same to be applied (subject remitted, in kind, to collection) any or all of Bank. In no event shall the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9same be commingled with Borrower's own funds. (Db) Amounts Borrower authorizes Bank to accept, indorse and deposit on deposit behalf of Borrower any checks tendered by an account debtor "in the Lockbox Accounts full payment" of its obligation to Borrower. Borrower shall be invested not assert against Bank any claim arising therefrom, irrespective of whether such action by Bank effects an accord and resatisfaction of Borrower's claims, under (S)3-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control 311 of the Agent; provided thatUCC, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:otherwise.

Lockbox Account. (Aa) On Within 60 days after the Closing DateClosing, each Pledgor Borrower shall, and shall deliver cause IDOT Guarantor to establish and maintain a segregated Eligible Account (the “Lockbox Account”) with the Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “Column Financial, Inc., as Lender, pursuant to Loan Agreement dated as of July 9, 2004 -Lockbox Account.” Borrower (i) hereby grants and shall cause IDOT Guarantor grant to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, causing a control agreement to be executed and delivered and authorizing the filing of UCC-1 Financing Statements and continuations thereof. Prior to the Agent for each account listed for such Pledgor on Exhibit B hereto (each occurrence of a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From Cash Sweep Trigger Event and after the Closing Dateoccurrence of a Cash Sweep Termination Event, there Borrower and IDOT Guarantor shall have the right to make withdrawals from the Lockbox Account. During the Cash Sweep Period, Lender and Servicer shall have the right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be deposited from time to time paid by Borrower or IDOT Guarantor, as applicable. Borrower and IDOT Guarantor will not in any way alter or modify the Lockbox Account and will notify Lender of the account number thereof. (b) During the Cash Sweep Period, Borrower shall, and shall cause IDOT Guarantor and Manager to, deposit all amounts received by Borrower or Manager constituting Operating Tenant Rents into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered Account within one (1) Business Day after receipt. (c) Pursuant to the Agent pursuant to subsection (B) terms of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly prior to a Cash Sweep Period, Lockbox Account of such Pledgor (if paid Bank shall transfer funds as directed by wire transfer). In addition Borrower or IDOT Guarantor, as applicable, and during a Cash Sweep Period, transfer to the foregoingCash Management Account, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash funds by federal wire all amounts on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9Account. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

Lockbox Account. (Ai) On the Closing Date, each Pledgor The Deal Agent and Servicer have jointly established and shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account maintain in the name of the Borrower in trust for the Collateral Agent a segregated account with a Lockbox Account Bank and controlled by the Collateral Agent titled "NationsCredit Commercial CorporationCPS Warehouse Corp. in trust for First Union -------------------------------------------- National Bank, as Agentsecured party--Lockbox Account", . The Borrower agrees that --------------------------------------------- the Collateral Agent shall have exclusive dominion and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement Account and all monies, instruments and other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit property from time to time in the Lockbox Accounts together with any Liquid Investments from time Account. (ii) The Borrower and the Servicer and the Parent, as the case may be, shall instruct all Obligors (other than Allotment Obligors) to time made pursuant to subsection (D) of this Section shall vest in make or wire all payments on the Agent (pursuant Receivables to the Lockbox Agreement for each Lockbox Account)Account or Lockbox, shall constitute part of as the Collateral hereunder case may be, and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all AccountsCollections on Receivables, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition will, pending remittance to the foregoingCollection Account, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured PartiesCollateral Agent and immediately after such proceeds have cleared and become available in accordance with the policies of the Lockbox Account Bank, shall be deposited directly into the Collection Account. (iii) in the event that the Lockbox Agreement terminates for any reason or the Lockbox Account Bank fails to comply with its obligations under the Lockbox Agreement for any reason, then the Borrower shall promptly notify all Obligors to make all future payments to a new Lockbox Account established in accordance with the next succeeding sentence with the Lockbox Account Bank or another depositary institution. The Borrower shall not close such existing Lockbox Account unless it shall have (1) received the prior written consent of the Deal Agent and the Collateral Agent, (2) established a new account with the Lockbox Account Bank or with a perfected new depositary institution satisfactory to the Deal Agent and the Collateral Agent, (3) entered into an agreement covering such new account with the Lockbox Account Bank or with such new depositary institution substantially in the form of such Lockbox Agreement which is satisfactory in all respects to the Deal Agent and the Collateral Agent (whereupon, for all purposes of the Basic Documents, such new account shall become such Lockbox Account, such new agreement shall become such Lockbox Agreement and any new depositary institution shall become the Lockbox Account Bank), and (4) taken all such action as the Collateral Agent shall require to grant and perfect a first priority security interest therein, each Liquid Investment shall be either:in such new Lockbox Account to the Collateral Agent under Section 8.01 of this Agreement.

Lockbox Account. (A) On promptly after receiving the Closing DateTermination Notice, each Pledgor shall deliver establish with the Bank pursuant to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")Lockbox Agreement the Lockbox Account, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporationof Borrower with Bank as custodian, as Agent", into which proceeds and collections of amounts due under the exclusive control of the Agent. From and after the Closing Date, there Leases shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection the terms of this Agreement. After the establishment of the Lockbox Account: (CA) below. All right, title The Borrower agrees to promptly direct all Tenants to make all rental and interest in and other payments to the cash amounts Lockbox Account designated by Bank, or as otherwise directed by Bank pursuant to the terms of the Lockbox Agreement. If the Bank learns that the Borrower has failed to give such notice or direction to the Tenants, then the Bank may itself so notify or direct the Tenants. This Agreement shall be sufficient evidence of such right and the Tenants may rely hereon and shall be under no obligation to see to the application of such moneys or other property by the Bank. The Bank is, and its duly authorized agents are hereby authorized by the Borrower to endorse for and on the Borrower's behalf and deposit from time all drafts and checks payable to time the Borrower in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors All checks, drafts, acceptances, notes, cash and other Persons obligated forms of payment received from the Tenants in respect of all Accounts, to make all payments in respect of such Accounts payment on the Leases and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition transmitted to the foregoingLockbox Account, each Pledgor agrees that if or otherwise to the proceeds of any Collateral hereunder (including Bank will be promptly deposited in the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall The Borrower acknowledges and agrees that the Lockbox Account will be held in trust by such Pledgor maintained for the convenience and as the property benefit of the Secured Parties Bank consistent within the terms of this agreement and shall not be commingled with any other funds or property of such Pledgorthe Lockbox Agreement. (C) The balance from time to time standing In the event Borrower (or any of its affiliates, owners, directors, officers, employees or agents) shall receive any cash, checks, notes, drafts or similar items of payment relating to the credit Leases (or proceeds thereof), then no later than the fifth Business Day following receipt thereof, Borrower shall deposit or cause the same to be deposited in kind in the Lockbox Account. All cash, notes, checks, drafts or similar items of payment by or for the account of Borrower shall be the sole and exclusive property of Bank immediately upon the earlier of the Lockbox Accounts receipt of such items by Bank or the receipt of such items by Borrower; provided, however, that for the purpose of computing interest hereunder such items shall be deemed to have been collected and shall be applied by Bank on account of the Obligations two (2) Business Days after receipt by Bank (subject to correction for any items subsequently dishonored for any reason whatsoever). Notwithstanding anything to the contrary herein, all such items of payment shall, except upon solely for purposes of determining the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated deemed received upon actual receipt by the Pledgors as required to obtain sufficient cash to make such distribution andBank, notwithstanding unless the same are subsequently dishonored for any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9reason whatsoever. (D) Amounts on Throughout the term of this Agreement, the Bank shall be a pledgee in possession of the funds deposited in the Lockbox Account and shall have the sole and exclusive right to endorse any check, security or other instrument presented for deposit in the Lockbox Accounts shall be invested Account and re-invested to withdraw or order a transfer from time to time in the Lockbox Account, and the Borrower hereby appoints the Bank the true and lawful attorney of the Borrower, with full power of substitution, for the purpose of such Liquid Investments as endorsement or making any such withdrawal or ordering any such transfer from the Pledgors shall determineLockbox Account, which Liquid Investments appointment is coupled with an interest and is irrevocable. The Bank shall be held in have no obligation to withdraw any amounts from the name Lockbox Account unless such amounts represent good and be under the control of the Agent; provided that, if an collected funds. (E) So long as no Event of Default has occurred and is continuing, and provided that neither the Agent shallLockbox Account nor any funds deposited therein are then subject to any writ, if instructed order, judgment, warrant of attachment, execution or similar process, on each Business Day all amounts deposited in the Lockbox Account during the term of this Agreement shall be withdrawn or transferred by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause Bank to be applied to the proceeds thereof following items in the following order: (a) funds sufficient to pay standard ongoing operating costs related to the operation and maintenance (excluding capital improvements) shall be funded into the Borrower's operating accounts as directed by Borrower; (b) an amount up to $1,500,000 in the aggregate shall be delivered to the Bank to be held in a separate account (the "Replacement Escrow Account") to be used for the payment or reimbursement of costs incurred by the Borrower in connection with the Replacement Anchor Lease including leasing commissions, tenant improvement costs, and other costs as approved by the Bank in its reasonable discretion. Such funds may be drawn by the Borrower monthly as costs are incurred subject to receipt by the Bank of reasonable supporting documentation, and in the event such costs relate to construction of tenant improvements, compliance with Bank's standard construction draw procedures; (c) any funds collected in the Lockbox Account in excess of the amount of $1,500,000.00 shall be deposited into a demand deposit account of the Borrower at the Bank. (d) at such time as the Replacement Anchor has occupied the demised premises under the applicable Replacement Anchor Lease and begun paying rent thereunder, any amounts remaining in the Replacement Escrow Account shall be released by Bank and funded into the Borrower's operating accounts as directed by Borrower. Upon the occurrence and during the continuance of any Event of Default, the Bank may draw on the Letter of Credit or appropriate and apply the funds deposited in the Lockbox Account then, or at any time thereafter, either (i) to the payment in full of the Secured all outstanding Obligations in accordance with the manner specified in Section 9. For terms of this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and Agreement or (ii) to pay for any tenant improvement costs incurred in order connection with any Replacement Anchor Lease, which the Borrower has failed to provide the Agent, pay for the benefit within five (5) Business Days of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:notice thereof.

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor Borrower shall deliver to establish and maintain one or more accounts (collectively, the Agent “Lockbox Account”) with Lockbox Bank in trust for each account listed the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “PHR STPFL, LLC and PHR STPFL OPCO SUB, LLC, as Borrower and W▇▇▇▇ Fargo Bank, National Association, as Trustee for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the Benefit of the Registered Holders of JPMDB Commercial Mortgage Securities Trust 2017-C7, a lockbox agreement substantially in form of Exhibit E hereto Commercial Mortgage Pass-Through Certificates, Series 2017-C7, -Lockbox Account” or in as such other form name as Lender shall be satisfactory approve. Borrower hereby grants to the Agent (each Lender a "LOCKBOX AGREEMENT") which shall establish such account first-priority security interest in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement Account and all other funds deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of such Pledgor. Any income received with respect to Lender a perfected first priority security interest in the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investmentsincluding, may be withdrawn by without limitation, filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the Company right to make withdrawals from such the Lockbox Account in accordance with subsection (C) belowthe Lockbox Agreement and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All rightmonies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, title and interest in and or shall cause Manager to, on or prior to the Closing Date, (i) deliver Tenant Direction Letters to all Tenants under Subleases, if any, instructing those Tenants to deliver all Rents payable thereunder directly to the Lockbox Account and (ii) deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks with which any Borrower or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to the Property directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by any Borrower or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt thereof; provided, however, for any Rents from any Tenants which are paid by check and any payment from Persons with whom Borrower or Manager does business on an “accounts receivable” basis with respect to the Property which are paid by check, Borrower or Manager shall deposit all such funds into the Lockbox Account within two (2) Business Days after receipt thereof; provided, further that for any Rents which are paid by cash and any other amounts received by Borrower or Manager with respect to the Property which are paid by cash, Borrower or Manager shall deposit all such funds into an account designated by Borrower and cause such funds to be transferred to the Lockbox Account within two (2) Business Days after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement, subject to the terms and conditions of the Cash Management Agreement and only during a Cash Sweep Period, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit from time to time in the Lockbox Accounts together Account once every Business Day during a Cash Sweep Period and if no Cash Sweep Period shall be in effect, to transfer such amounts to an account designated by Borrower once every Business Day in accordance with the terms of the Lockbox Agreement. (d) Upon the occurrence and during the continuance of an Event of Default or a Bankruptcy Trigger Event, Lender may, in addition to any Liquid Investments from time and all other rights and remedies available to time made pursuant to subsection (D) of this Section shall vest Lender, apply any sums then present in the Agent (pursuant Lockbox Account to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedDebt in any order in its sole discretion. (Be) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a The Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds monies held by Owner, Operating Tenant, Manager or property of such PledgorLockbox Bank. (Cf) The balance from time to time standing to the credit of the Lockbox Accounts shallBorrower shall not further pledge, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit assign or grant any security interest in the Lockbox Accounts is not sufficient Account or the monies deposited therein or permit any lien or encumbrance to make attach thereto, or any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause levy to be liquidated made thereon, or any UCC-1 Financing Statements, except those naming Lender as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution andsecured party, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9filed with respect thereto. (Dg) Amounts on deposit Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Accounts shall be invested and re-invested Account and/or the Lockbox Agreement (unless arising from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in gross negligence or willful misconduct of Lender) or the name and be under the control performance of the Agent; provided that, if an Event of Default has occurred and is continuing, obligations for which the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Lockbox Account was established.

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor Borrower shall deliver cause Master Lessee to establish and maintain an account (the Agent “Lockbox Account”) with Lockbox Bank in trust for each account listed the benefit of Borrower and of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “▇▇▇▇▇ National HP N-▇▇▇▇▇▇▇ MT, LLC, for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the benefit of JPMorgan Chase Bank, National Association, as Lender - Lockbox Account”. Master Lessee shall grant to Borrower, as security for Master Lessee’s obligations under the Master Lease, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account first-priority security interest in the name "NationsCredit Commercial CorporationLockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Borrower and of Lender, as Agent"Borrower’s assignee, and under a perfected first priority security interest in the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All all of Borrower’s right, title and interest in and to the cash amounts on deposit from Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to time maintain in favor of Lender a perfected first priority security interest in the Lockbox Accounts together with any Liquid Investments from time Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. All costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower or Master Lessee. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for Master Lessee’s obligations under the Master Lease, and, to time made pursuant to subsection (D) the extent of this Section shall vest Borrower’s interest therein, additional security for the Debt; provided that, unless a Cash Sweep Period is in effect, all funds in the Agent (Lockbox Account, less the reasonable fees of the Lockbox Bank and any minimum balance required to be maintained therein, shall be wire transferred each Business Day to Master Lessee’s operating account specified pursuant to the Lockbox Agreement. The Lockbox Agreement for each and Lockbox Account), Account shall constitute part of remain in effect until the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedLoan has been repaid or defeased in full. (Bb) Each Pledgor Pursuant to the Cash Management Agreement, Borrower shall, or shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, cause Master Lessee to make all payments in respect of such Accounts and shall use its reasonable best efforts or to cause such Account Debtors and other Persons Manager to, (i) deliver Credit Card Direction Letters to remit each of the Credit Card Companies to deliver all such payments receipts payable with respect to the Property directly to a the Lockbox Account, (ii) deliver Tenant Direction Letters to all tenants under commercial Leases to deliver all Rents payable thereunder directly to the Lockbox Account of such Pledgor and (if paid by wire transfer). In addition iii) deposit all Rents payable under the Master Lease directly to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so depositedBorrower shall, and shall cause Master Lessee to or to cause Manager to, deposit all such proceeds shall be held amounts received by Borrower, Master Lessee or Manager constituting Rents (other than operating cash, not in trust by such Pledgor excess of $5,000, retained for and as the property purpose of the Secured Parties and shall not be commingled with any other funds or property day-to-day operations of such Pledgorthe Property) into the Lockbox Account within two (2) Business Days after receipt thereof. (Cc) The balance Master Lessee shall obtain from time Lockbox Bank its agreement to time standing transfer to the credit of Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Accounts shall, except upon Account once every Business Day during a Cash Sweep Period. (d) If Lender has accelerated the occurrence and continuation Loan as a result of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion, except that Lender shall in any event make any Collected Taxes available for payment to the relevant taxing authority to the extent required to be so remitted. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, Master Lessee, Manager or Lockbox Bank and shall be an Eligible Account. (f) Master Lessee shall not further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or authorize any UCC-1 Financing Statements, except those naming Lender as the secured party and Borrower as Lender’s assignor, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that any way connected with the Lockbox Account and/or the Lockbox Agreement (iunless arising from the gross negligence or willful misconduct of Lender) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. (Aa) On Borrower shall, simultaneously herewith, establish and maintain an account (the “Lockbox Account”) with a Lockbox Bank acceptable to Lender and Agent in their reasonable discretion in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “Inland Diversified Shreveport Regal Court, L.L.C., a Delaware limited liability company, as Borrower and JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, as Lender, pursuant to Loan Agreement dated as of May 19, 2010 – Lockbox Account”. Borrower, Lender and Lockbox Bank shall execute a Lockbox Agreement in form and substance acceptable to Lender whereby Borrower shall grant to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and agrees take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Lender (or Servicer on Lender’s behalf) shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. (b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, each Pledgor shall deliver written notice to all Tenants under Leases directing such Tenants to deliver all Rents payable 90526285v7 thereunder directly to the Agent for each account listed for such Pledgor on Exhibit B hereto Lockbox Account (each a "LOCKBOX ACCOUNT"“Tenant Direction Letter”), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent". Borrower shall, and under the exclusive control of the Agent. From and after the Closing Dateshall cause Manager to, there shall be deposited from time to time deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Accounts Account within two (2) Business Days after receipt thereof. (c) Prior to a Cash Sweep Event, funds in the cash Proceeds of Lockbox Account shall be transferred daily to an account maintained by Borrower and under Borrower’s dominion and control. Notwithstanding the Collateral required to be delivered foregoing, during a Cash Sweep Period, Lockbox Bank shall transfer to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Cash Management Account in accordance with subsection (C) below. All right, title and interest in and to the cash immediately available funds by federal wire transfer all amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time Account once every Business Day throughout the term of the Loan. Following a Cash Sweep Event Cure, such sweep to time made the Cash Management Account shall be terminated and funds in the Lockbox Account again shall be transferred to an account maintained by Borrower and under Borrower’s dominion and control pursuant to subsection (D) of Borrower’s written instruction. Notwithstanding anything to the contrary contained in this Section 2.7.1(c), if a Permitted Paydown Event has not occurred on or before October 1, 2010, Lockbox Bank shall vest transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Agent (pursuant to Lockbox Account once every Business Day throughout the Lockbox Agreement for each Lockbox Account), shall constitute part term of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedLoan. (Bd) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by Borrower, any Affiliate of Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that any way connected with the Lockbox Account and/or the Lockbox Agreement (iunless arising from the gross negligence or willful misconduct of Lender) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, Borrower shall cause Mortgage Borrower to establish and maintain, with respect to each Pledgor of the Lockbox Properties, an account (each, a “Lockbox Account”) with Lockbox Bank in the trust for the benefit of Mortgage Lender, which Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Mortgage Lender and its servicer shall have the sole right to make withdrawals from each Lockbox Account and all costs and expenses for establishing and maintaining each Lockbox Account shall be paid by Mortgage Borrower. (b) Borrower shall, or shall cause Mortgage Borrower, Operating Lessee or Manager to, deliver irrevocable written instructions to all tenants under Leases at the Lockbox Properties to deliver all Rents payable thereunder directly to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent"applicable Lockbox Account. Borrower shall, and under shall cause Mortgage Borrower, Manager and Operating Lessee to, deposit all amounts received by Mortgage Borrower, Operating Lessee or Manager constituting Rents at the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time Lockbox Properties into the Lockbox Accounts the cash Proceeds Account within one (1) Business Day after receipt thereof. (c) Borrower shall, or shall cause Mortgage Borrower, Manager and/or Operating Lessee to, deliver irrevocable written instructions to each of the Collateral required credit card companies or credit card clearing banks with which Mortgage Borrower, Operating Lessee or Manager has entered into merchant’s agreements to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and deliver all other funds of such Pledgor. Any income received receipts payable with respect to the balance from time to time standing each Lockbox Property directly to the credit of each applicable Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (Bd) Each Pledgor Borrower shall, or shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, cause Mortgage Borrower or Operating Lessee to make all payments in respect of such Accounts and shall use obtain from each Lockbox Bank its reasonable best efforts agreement to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition transfer to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made Cash Management Account in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash funds by federal wire transfer all amounts on deposit in the applicable Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in Account once every Business Day throughout the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all term of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9Loan. (De) Amounts on deposit in the Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to, require each Manager of each Individual Property that is not a Lockbox Accounts shall be invested and re-invested from time Property to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be promptly transfer all amounts payable to Mortgage Borrower or Operating Lessee under the control related Management Agreement into the Cash Management Account throughout the term of the Agent; provided thatLoan. (f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, if an Event suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with each Lockbox Account and/or each Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Default has occurred and is continuing, Lender) or the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment performance of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) obligations for which each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:such Lockbox Account was established.

Lockbox Account. (A) On During the Closing Date, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation continuance of an Event of Default, be distributed Lender may require that Borrower notify and advise each current and future tenant via an instruction letter in form acceptable to each Pledgor Lender to send all payments of Rent (whether by cash, check or electronic means) directly to an account controlled by Lender (a “Lockbox Account”). Without the consent of Lender, no Borrower nor Affiliate shall terminate, amend, revoke or modify any tenant direction letter in accordance any manner whatsoever, or direct or cause any tenant to pay any amount in any manner other than as provided in such tenant direction letter, whether or not an Event of Default is continuing. Borrower hereby grants to Lender an irrevocable power of attorney, coupled with an interest, to execute and deliver to tenants such tenant direction letters. In addition, during the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation continuance of an Event of Default, Lender may require Borrower to periodically deposit all Collections into a Lockbox Account. Such deposits shall be made in accordance with ▇▇▇▇▇▇’s written instructions. During the Agent shallcontinuance of an Event of Default, if so instructed by the Required Lenders, Lender may apply or cause to be applied (subject to collection) any or all of the balance from time to time standing funds collected in a Lockbox Account to the credit of any Lockbox Accounts Obligations in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts such order and priority as Lender determines. All Rents and other Collections shall be invested collateral for the Obligations and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held by Borrower and Manager in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, trust for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment Lender. The rights set forth in this Section 6.1.18(a) shall be either:in addition to all other rights and remedies available to Lender. Borrower shall pay for all expenses of opening and maintaining any Lockbox Account.

Lockbox Account. (Aa) On During the Closing Dateterm of the Loan, each Pledgor Borrower shall deliver to establish and maintain an account (the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")) with Lockbox Bank in trust for the benefit of Lender, a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory under the sole dominion and control of Lender. The Lockbox Account shall be entitled "Behringer Harvard Lawson Commons, LLC, as Borrower, and Bear Stearns Commercial Mortgag▇, ▇▇▇., as Lender, pursuant to the Agent (each Loan Agreem▇▇▇ ▇▇▇ed as of July 25, 2005 - Lockbox Account". Borrower hereby grants to Lender a "LOCKBOX AGREEMENT") which shall establish such account first-priority security interest in the name "NationsCredit Commercial CorporationLockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, as Agent"including, without limitation, executing and under filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the exclusive control of sole right to make withdrawals from the Agent. From Lockbox Account and after all costs and expenses for establishing and maintaining the Closing Date, there Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds Debt. (b) Borrower shall, or shall cause Property Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Property Manager to, deposit all amounts received by Borrower or Property Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof. (c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Collateral required Loan. (d) Upon the occurrence of an Event of Default, Lender may, in addition to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect rights and remedies available to the balance from time to time standing to the credit of each Lockbox AccountLender, including apply any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time sums then present in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (pursuant Account to the Lockbox Agreement for each Lockbox Account), shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedDebt in any order in its sole discretion. (Be) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a The Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties an Eligible Account and shall not be commingled with any other funds monies held by Borrower or property of such PledgorLockbox Bank. (Cf) The balance from time Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to time standing attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the credit secured party, to be filed with respect thereto, and except for the rights of the Lockbox Accounts shall, except upon Bank under the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (Dg) Amounts on deposit Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Accounts shall be invested and re-invested Account and/or the Lockbox Agreement (unless arising from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in gross negligence or willful misconduct of Lender) or the name and be under the control performance of the Agent; provided that, if an Event of Default has occurred and is continuing, obligations for which the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Lockbox Account was established.

Lockbox Account. (Aa) On Simultaneously with the Closing Dateoccurrence of Completion of the Project, each Pledgor Borrower shall deliver enter into a Lockbox Agreement with a Lockbox Bank selected by Borrower and acceptable to Lender. Thereafter, Borrower shall maintain the Lockbox Account for the term of the Loan, which Lockbox Account shall be under the sole dominion and control of Lender (subject to the Agent for each account listed for such Pledgor on Exhibit B hereto terms hereof and of the Lockbox Agreement). Pursuant to the terms of the Lockbox Agreement, the Lockbox Bank shall, at the direction of Lender (each which may not be given until the first commencement of a "LOCKBOX ACCOUNT"Trigger Period hereunder), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as establish the Lockbox Account, which Lockbox Account shall be satisfactory under the sole dominion and control of Lender (subject to the Agent (each terms hereof and of the Lockbox Agreement); once established, Borrower shall maintain the Lockbox Account for the term of the Loan. The Lockbox Account shall have a "LOCKBOX AGREEMENT") which shall establish such account title evidencing the foregoing in a manner acceptable to Lender. Borrower hereby grants to Lender a first-priority security interest in the name "NationsCredit Commercial Corporation, as Agent", Lockbox Account and under all deposits at any time contained therein and the exclusive control proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the AgentLockbox Account. From Borrower hereby authorizes Lender to file UCC Financing Statements and after continuations thereof to perfect Lender’s security interest in the Closing Date, there Lockbox Account and all deposits at any time contained therein and the proceeds thereof. All costs and expenses for establishing and maintaining the Lockbox Account (or any successor thereto) shall be paid by B▇▇▇▇▇▇▇. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds Debt. Borrower shall not alter or modify either the Lockbox Account or the Lockbox Agreement, in each case without the prior written consent of Lender. The Lockbox Agreement shall provide (and Borrower shall provide) Lender online access to bank and other financial statements relating to the Lockbox Account (including, without limitation, a listing of the Collateral required receipts being collected therein). In connection with any change of the Servicer for the Loan, Lender shall have the right to cause the Lockbox Account to be delivered entitled with such other designation as Lender may select to the Agent pursuant to subsection (B) reflect an assignment or transfer of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received L▇▇▇▇▇’s rights and/or interests with respect to the balance from time to time standing to Lockbox Account or the credit appointment of each a new Servicer, as applicable. Lender shall provide Borrower with prompt written notice of any such renaming of the Lockbox Account. Borrower shall not further pledge, including assign or grant any security interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. The Lockbox Account (i) shall be an Eligible Account and (ii) shall not be commingled with other monies held by Borrower or Lockbox Bank. (b) Upon (i) Lockbox Bank ceasing to be an institution acceptable to Lender, (ii) any Liquid Investments from time resignation by Lockbox Bank or termination of the Lockbox Agreement by Lockbox Bank or Lender and/or (iii) the occurrence and continuance of an Event of Default, Borrower shall, within fifteen (15) days of Lender’s request, (1) appoint a new Lockbox Bank (which such Lockbox Bank shall (I) be an institution acceptable to time made pursuant Lender, (II) other than during the continuance of an Event of Default, be selected by Borrower and approved by L▇▇▇▇▇, and (III) during the continuance of an Event of Default, be selected by Lender), (2) cause such Lockbox Bank to subsection open a new Lockbox Account and enter into a new Lockbox Agreement with Lender on substantially the same terms and conditions as the previous Lockbox Agreement and (D3) of this Section shall vest in send new Tenant Direction Notices and the Agent (other notices required pursuant to the terms hereof relating to such new Lockbox Agreement for each and Lockbox Account). Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake any action required of Borrower under this Section 2.7 in the name of Borrower in the event Borrower fails to do the same. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked but may only be exercisable by the Lender during the continuance of an Event of Default. Upon the completion of items (1) - (3) above, Borrower and Lender shall constitute part of cooperate to terminate the Collateral hereunder previous Lockbox Account and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedLockbox Agreement. (Bc) Each Pledgor On or prior to the date of Completion, Borrower shall instruct all Account Debtors deliver to Lender a partially-completed Tenant Direction Notice to each commercial Tenant set forth on the Rent Roll, together with authorization for Lender or its agent to complete and other Persons obligated in respect deliver such Tenant Direction Notices upon the occurrence of all Accountsthe first Trigger Period. Borrower represents, to make all payments in respect warrants and covenants that, from and after the first occurrence of such Accounts a Trigger Period and thereafter for so long as the Debt remains outstanding, Borrower shall use its reasonable best efforts (i) deliver and cooperate with Lender to cause such delivery to each commercial Tenant a Tenant Direction Notice, and (ii) within three (3) Business Days of receipt, deposit or cause to be deposited into the Lockbox Account Debtors (1) all revenue derived from the Property (including without limitation all Operating Income) and received by Borrower or Manager, as the case may be, and (2) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Property), (iii) not maintain any other Persons accounts by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited and (iv) provide additional or newly executed Tenant Direction Notices as directed by L▇▇▇▇▇ and further cooperate to remit all such payments direct each commercial Tenant to pay rent directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so depositeddeposited into the Lockbox Account, all such proceeds any Rents and other revenues from the Property held by or on behalf of Borrower shall be deemed to be held in trust by such Pledgor Borrower for and as the property benefit of the Secured Parties Lender and shall not be commingled with any other funds or property of Borrower. If following receipt of a Tenant Direction Notice, the recipient fails to remit payments as directed thereby for sixty (60) days, Borrower shall use all commercially reasonable efforts to cause such Pledgorrecipient to comply with the terms thereof. If the recipient fails to remit payments as directed thereby for ninety (90) days after receipt of such Tenant Direction Notice, then in addition to continuing such efforts, Borrower shall give notice thereof to Lender. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section (including, without limitation, any Tenant Direction Notice) in each case without L▇▇▇▇▇’s prior written consent. (Cd) The balance from time to time standing to the credit Upon request of B▇▇▇▇▇▇▇, following payment in full of the Lockbox Accounts shallLoan, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent Lender shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by give written notice to the Agent Lockbox Bank releasing all of L▇▇▇▇▇’s right, title and interest in, to and under the Lockbox Account, and (ii) in order provide to provide the Agent, for the benefit of the Secured Parties, with Borrower a perfected security interest therein, each Liquid Investment shall letter authorizing all Tenants to pay all future rents as may thereafter be either:directed by B▇▇▇▇▇▇▇.

Lockbox Account. (Aa) On Borrowers shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, each Pledgor which Lockbox Account shall deliver to be under the Agent sole dominion and control of Lender. The Lockbox Account shall be entitled “HRHH Hotel/Casino, LLC, HRHH Cafe, LLC, HRHH Development, LLC, HRHH IP, LLC and HRHH Gaming, LLC, for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT")the benefit of Column Financial, a lockbox agreement substantially in form of Exhibit E hereto Inc., its successors and/or assigns - Lockbox Account” or in such other form title as shall be satisfactory reasonably acceptable to Lender and the applicable Lockbox Bank. Each Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof, and will take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account for application pursuant to the Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision terms of this Agreement and all other funds reasonable costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrowers. (b) Each Borrower shall, or shall cause its Manager and/or Sub-Manager, as applicable, to, deliver irrevocable written instructions to all commercial tenants under Leases of space at such Pledgor. Any income received with respect Borrower’s Property (including, without limitation, the HRHI Lease) to deliver all Rents payable thereunder directly to the balance from time to time standing Lockbox Account. Hotel/Casino Borrower shall, or shall cause HRHI to, deliver irrevocable written instructions to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by Gaming Operator to deliver all income and/or proceeds payable under the Company from such Gaming Sublease to HRHI directly to the Lockbox Account in accordance with subsection (C) belowon account of the payments due from HRHI to Hotel/Casino Borrower under the HRHI Lease. All rightHotel/Casino Borrower shall deliver irrevocable written instructions to HRHI, title and interest in and as the Liquor Manager, to the cash amounts on deposit from time deliver an amount equal to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in the Agent (all revenues earned by Liquor Manager pursuant to the Liquor Management Agreement to the Lockbox Agreement for each Lockbox Account), shall constitute part Account on account of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, payments due from HRHI to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon the occurrence and continuation of an Event of Default, be distributed to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately available cash on deposit in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:Hotel/

Lockbox Account. (Aa) On Borrowers shall establish and maintain a segregated Eligible Account (the Closing Date“Lockbox Account”) with the Lockbox Bank in trust for the benefit of Lender, each Pledgor shall deliver to the Agent for each account listed for such Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as which Lockbox Account shall be satisfactory under the sole dominion and control of Lender (and Borrower shall have no right to require Lockbox Bank to allow Borrower to make withdrawals from the Agent Lockbox Account). The Lockbox Account shall be entitled “▇▇▇▇ ▇▇ Cleveland OH, LLC, as Borrower, pursuant to Loan Agreement dated as of April 1, 2010 — Lockbox Account.” Each Borrower (each i) hereby grants to Lender a "LOCKBOX AGREEMENT") which shall establish such account first priority security interest in the name "NationsCredit Commercial Corporation, as Agent"Lockbox Account and all deposits at any time contained therein and the proceeds thereof, and under (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the exclusive control Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. No Borrower shall in any way alter or modify the Lockbox Account. Borrowers will notify Lender of the Agentaccount number thereof. From Lender and after Servicer shall have the Closing Date, there sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrowers. All monies now or hereafter deposited from time to time into the Lockbox Accounts Account shall be deemed additional security for the cash Proceeds of the Collateral required Debt. (b) Borrowers shall, or shall cause Manager to, deliver written instructions to be delivered all tenants under Leases to deliver all Rents payable thereunder directly to the Agent pursuant Lockbox Account. Borrowers shall, and shall cause Manager to, deposit all amounts received by any Borrower or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt. (c) Borrowers shall obtain from the Lockbox Bank its agreement in form and substance reasonably satisfactory to subsection (B) of this Section 5 or any other provision of this Agreement and all other funds of such Pledgor. Any income received with respect Lender, to transfer to the balance from time to time standing to the credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Cash Management Account in accordance with subsection (C) below. All right, title and interest in and to the cash immediately available funds by federal wire transfer all amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Section shall vest in Account once every week throughout the Agent (pursuant to the Lockbox Agreement for each Lockbox Account), shall constitute part term of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedLoan. (Bd) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the foregoing, each Pledgor agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of Accounts) shall be received by such Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in trust by such Pledgor for and as the property of the Secured Parties and shall not be commingled with any other funds or property of such Pledgor. (C) The balance from time to time standing to the credit of the Lockbox Accounts shall, except upon Upon the occurrence and continuation of an Event of Default, be distributed Lender may, in addition to each Pledgor in accordance with the provisions of each Lockbox Agreement. If immediately any and all other rights and remedies available cash on deposit to Lender, apply any sums then present in the Lockbox Accounts is not sufficient to make any distribution to any Pledgor referred to in the previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 9. (D) Amounts on deposit in the Lockbox Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Pledgors shall determine, which Liquid Investments shall be held in the name and be under the control of the Agent; provided that, if an Event of Default has occurred and is continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof Account to the payment of the Secured Obligations Debt in any order in its sole discretion. (e) The Lockbox Account shall not be commingled with other monies held by any Borrower, Manager or Lockbox Bank. (f) No Borrower shall further pledge, assign or grant any security interest in the manner specified Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Subject to Section 9.4 hereof, each Borrower shall, jointly and severally, indemnify Lender and Lockbox Bank and hold Lender and Lockbox Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in Section 9. For this purposeany way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender or Lockbox Bank, "Liquid Investments" means Temporary Cash Investments; provided that (ias applicable) each Liquid Investment shall mature within 30 days after it is acquired by or the Agent and (ii) in order to provide the Agent, for the benefit performance of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:obligations for which the Lockbox Account was established.