Common use of Cash Management Arrangements Clause in Contracts

Cash Management Arrangements. Borrower shall deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or to Manager on behalf of or for the account of Borrower, with respect to any the Properties directly to the applicable Clearing Account. Without in any way limiting the foregoing, if Borrower or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager, as applicable shall deposit such amounts in the applicable Property Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Managers, on behalf of Borrower, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day by the Clearing Account Banks into the Deposit Account, and on the second (2nd) Business Day prior to each Monthly Payment Date, all funds then remaining in the Clearing Accounts shall be swept by the Clearing Account Banks into the Deposit Account. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Each Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”). The Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor either Manager on behalf of Borrower shall have any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts.

Cash Management Arrangements. Each Borrower shall deliver irrevocable written instructions cause all Rents to each be transmitted directly by Operating Lessee and any other Tenants of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of Property owned by such Borrower into a trust account (each, a “Clearing Account” and collectively, the Properties, in form “Clearing Accounts”) established and substance maintained by such Borrower at a national bank selected by Borrowers and reasonably acceptable to approved by Lender (provided thatthe “Clearing Bank”) as more fully described in the Clearing Account Agreement, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank and each Borrower shall be deemed acceptable to Lender cause all receipts payable with respect to the Property owned by such company Borrower in accordance with any merchant’s or bank, as the case may be), directing each such other credit card company or credit card clearing bank to deliver all receipts payable to Borrower or to Manager on behalf of or for the account of agreements, whether entered into by such Borrower, with respect by Operating Lessee or by any Manager, to any be transferred by wire transfer or the Properties automated clearinghouse system directly to the applicable into such Borrower’s Clearing Account. Without in any way limiting the foregoing, if Borrower any Borrower, Operating Lessee or any Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the PropertiesProperty, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower any Borrower, Operating Lessee or any Manager, and (iii) Borrower such Borrower, Operating Lessee or such Manager, as applicable the case may be, shall deposit such amounts in the applicable Property Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on within three (3) Business Days of receipt. There will be a weekly basis. Neither Borrower nor Managers, on behalf of Borrower, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable separate Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day Property established by the Clearing Account Banks into the Deposit Account, and on the second (2nd) Business Day prior to each Monthly Payment DateBorrower owning such Property, all funds then remaining in of which will be maintained at the same Clearing Accounts shall be swept by the Clearing Account Banks into the Deposit AccountBank. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Each Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Account Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) accounts (such subaccounts are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor either none of any Borrower, Operating Lessee or any Manager on behalf of Borrower shall have any right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accountsaccounts.

Cash Management Arrangements. Each Borrower shall deliver irrevocable written instructions cause all Rents to each be transmitted directly by Operating Lessee and any other Tenants of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of Property owned by such Borrower into a trust account (each, a “Clearing Account” and collectively, the Properties, in form “Clearing Accounts”) established and substance maintained by such Borrower at a national bank selected by Pool 1 Borrowers and reasonably acceptable to approved by Lender (provided thatthe “Clearing Bank”) as more fully described in the Clearing Account Agreement, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank and each Borrower shall be deemed acceptable to Lender cause all receipts payable with respect to the Property owned by such company Borrower in accordance with any merchant’s or bank, as the case may be), directing each such other credit card company or credit card clearing bank to deliver all receipts payable to Borrower or to Manager on behalf of or for the account of agreements, whether entered into by such Borrower, with respect by Operating Lessee or by any Manager, to any be transferred by wire transfer or the Properties automated clearinghouse system directly to the applicable into such Borrower’s Clearing Account. Without in any way limiting the foregoing, if Borrower any Borrower, Operating Lessee or any Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the PropertiesProperty, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower any Borrower, Operating Lessee or any Manager, and (iii) Borrower such Borrower, Operating Lessee or such Manager, as applicable the case may be, shall deposit such amounts in the applicable Property Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on within three (3) Business Days of receipt. There will be a weekly basis. Neither Borrower nor Managers, on behalf of Borrower, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable separate Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day Property established by the Clearing Account Banks into the Deposit Account, and on the second (2nd) Business Day prior to each Monthly Payment DateBorrower owning such Property, all funds then remaining in of which will be maintained at the same Clearing Accounts shall be swept by the Clearing Account Banks into the Deposit AccountBank. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Each Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Account Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) accounts (such subaccounts are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor either none of any Borrower, Operating Lessee or any Manager on behalf of Borrower shall have any right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accountsaccounts.

Cash Management Arrangements. Each Borrower shall deliver irrevocable written instructions cause all Rents and other Gross Revenue to be (i) transmitted directly into a separate trust account (each, a “Clearing Account”) established for each of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest errorDavies Center Property, the customary form required Pan Am Property and the Waterfront Property and maintained by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, Borrowers at an Eligible Institution selected by Borrowers and reasonably approved by Agent (the “Clearing Bank”) as more fully described in the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or to Manager on behalf of or for the account of Borrower, with respect to any the Properties directly to the applicable Clearing AccountAccount Agreement. Without in any way limiting the foregoing, if Borrower any Borrower, Manager or Manager any of their respective Affiliates receives any Rents or other Gross Revenue from the Properties Davies Center Property, the Pan Am Property or any other amount which would be included in the Operating Income of the PropertiesWaterfront Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefitbenefit of, and as the propertyproperty of, Agent (for the benefit of LenderLenders), (ii) such amounts shall not be commingled with any other funds or property of Borrower any Borrower, Manager or Managerany of their respective Affiliates, and (iii) Borrower each Borrower, Manager or Manager, as applicable such Affiliate shall deposit such amounts in the applicable Clearing Account for such Property Account on a daily basiswithin one (1) Business Day of receipt thereof. Following Subject to maintaining the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions Minimum Balance (as defined in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then existsAccount Agreement), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Managers, on behalf of Borrower, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, available funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day by the any Clearing Account Banks into the Deposit Account, and on the second (2nd) Business Day prior to each Monthly Payment Date, all funds then remaining in the Clearing Accounts shall be swept by the Clearing Account Banks into the Deposit Account. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Each Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall may be invested in Permitted Investments as Agent shall determine in Agent’s discretion. All funds in the Deposit Account or any Account that are invested in a Permitted Investment are deemed to be held in such Deposit Account or any Account for all purposes of this Agreement and the other Loan Documents. The maturities of the Permitted Investments on deposit in the Deposit Account or any Account shall, to the extent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the Accounts must be made. All Permitted Investments shall be held in the name and be under the sole dominion and control of Agent. Neither Agent nor the Deposit Bank shall have any liability for any loss in investments of funds in the Deposit Account or any Account that are invested in Permitted Investments. Borrower shall include all such earnings and losses on the Deposit Account or any Account as income or losses, as more particularly set forth the case may be, of Borrower for federal and applicable state tax purposes. Notwithstanding the foregoing, Agent or its designee shall only be permitted to instruct the Deposit Bank to invest amounts held in the Cash Management AgreementDeposit Account in Permitted Investments if: (i) such Permitted Investments are regularly offered by Agent or Servicer for accounts similar in size, scope and type as the Deposit Account and (ii) such Permitted Investments are not prohibited by any Legal Requirements. To the extent not already in existence, Lender may Agent shall also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts subaccounts, including the Required Repairs Account, the Tax Account, the Insurance Account, the Ground Rent Account, the Rollover Account, the Capital Expenditure Account, the Casualty and Condemnation Account and the Cash Collateral Account, and any and all bank accounts of Borrowers are referred to herein as “Accounts”). The Deposit Account and all other Accounts (other than any account of Borrowers for the deposit of amounts available to Borrowers pursuant to Sections 6.10.1(xi)(A)(y) and 4.11.4 when no Cash Flow Sweep Period is continuing) will be under the sole control and dominion of LenderAgent, and neither Borrower nor either Manager on behalf of no Borrower shall have any the right of withdrawal therefromfrom such Accounts under the sole control and dominion of Agent. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accountsaccounts.

Cash Management Arrangements. Borrower or Operating Lessee, as applicable, shall deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of BorrowerBorrower or Operating Lessee, with respect to any the Properties directly to the applicable Clearing Account. Without in any way limiting the foregoing, if Borrower Borrower, Operating Lessee or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower Borrower, Operating Lessee or Manager, and (iii) Borrower Borrower, Operating Lessee or Manager, as applicable shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the BorrowerBorrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of BorrowerBorrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into the Deposit Account, and on the second (2nd) Business Day prior to each Monthly Payment Date, all funds then remaining in the Clearing Accounts shall be swept one or more accounts designated by the Clearing Account Banks into the Deposit Account. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management AgreementBorrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”). The Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor either Operating Lessee nor any Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Account.

Cash Management Arrangements. Each Borrower shall deliver irrevocable written instructions to each cause all Rents and other Gross Revenue (other than payments received on account of the credit card companies or business interruption insurance specified in Subsection 5.1.1(a)(iii), which shall be governed by Section 5.2.3) to be transmitted by (a) credit card clearing banks delivering with which Borrower, Property Manager or Intermediate Manager has entered into agreements for the clearance of credit card receipts (collectively, “Credit Card Banks”) and credit card companies with which Borrower, Property Manager or Hotel Revenue from Intermediate Manager has entered into merchants agreements (collectively, “Credit Card Companies”) and (b) any Tenants of the PropertiesProperty, in form each case, directly into the applicable Clearing Account established and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required maintained by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or to Manager on behalf of or for Borrower at a local bank selected by Borrower and reasonably approved by Lender (the account of Borrower, with respect to any “Clearing Bank”) as more fully described in the Properties directly to the applicable Clearing AccountAccount Agreement. Without in any way limiting the foregoing, if from and after the date hereof, Borrower shall notify and advise each Tenant under each Lease (whether such Lease is presently effective or executed after the date hereof) to send directly to the Clearing Account all payments of Rent pursuant to an instruction letter in the form of Exhibit B attached hereto (a “Tenant Direction Letter”). Without in any way limiting the foregoing, Borrower shall instruct (and shall not withdraw or change any such instruction during the Term unless requested to do so by Lender, which request must be consistent with the terms of this Agreement) each of the Credit Card Banks and the Credit Card Companies that all credit card receipts with respect to the Property (net of any expenses charged for such processing) cleared by such Credit Card Banks or Credit Card Companies, as applicable, shall be transferred by such Credit Card Banks or Credit Card Companies, as applicable, by wire transfer or the ACH System to the Clearing Bank for deposit in the Clearing Account pursuant to an instruction letter in the form of Exhibit C hereto (a “Credit Card Bank Payment Direction Letter”) or Exhibit D hereto (a “Credit Card Company Payment Direction Letter”), as applicable. Borrower hereby represents and warrants that Borrower has delivered or caused to be delivered Credit Card Bank Payment Direction Letters and Credit Card Payment Direction Letters to each of the Credit Card Banks and Credit Card Companies, as applicable. If, notwithstanding the provisions of this Section 6.1, Borrower, Property Manager receives or Intermediate Manager receive any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the PropertiesProperty, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower Borrower, Property Manager or ManagerIntermediate Manager (except in accordance with the Clearing Account Agreement and the Cash Management Agreement), and (iii) Borrower Borrower, Property Manager or Manager, as applicable Intermediate Manager shall deposit such amounts in the applicable Property Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Managerswithin one Business Day of receipt; provided, on behalf of Borrower, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar monthhowever, so long as the Property Management Agreement relating to the Properties located in Indianapolis, Indiana, Knoxville, Tennessee and Naperville, Illinois, as applicable, shall have not been terminated, cash receipts received for Properties located in Indianapolis, Indiana, Knoxville, Tennessee and Naperville, Illinois may be deposited in a Borrower account established by the applicable Property Manager (as agent for Borrower), so long as any amounts on deposit in each such account in excess of $1,000.00 are transferred by wire transfer to the Clearing Account no Event of Default or Trigger Period then exists, funds less frequently than once each calendar week. Funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day by the Clearing Account Banks into the Deposit Account, and on the second (2nd) Business Day prior to each Monthly Payment Date, all funds then remaining in the Clearing Accounts shall be swept by the Clearing Account Banks into the Deposit Account. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Each Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into an Eligible Account at the Deposit Account Cash Management Bank controlled by Lender (the “Cash Management Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Cash Management Account shall may be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To As an alternative to establishing each Account required pursuant to the extent not already in existenceterms of this Agreement as a separate Eligible Account, Lender may also establish or cause to be established subaccounts of the Deposit Cash Management Account or the other Accounts described herein which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) whereupon all provisions of this Agreement referring to (such subaccounts are referred i) any Account shall be deemed to herein as “Accounts”)apply instead to the corresponding subaccount and (ii) to the Accounts generally shall be deemed to apply instead to the Cash Management Account or any other Account described herein. The Deposit Clearing Account, the Cash Management Account and all other Accounts will shall be under the sole control and dominion of Lender, and neither Borrower nor either Manager on behalf of Borrower shall have any no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts accounts. In the event of a resignation by Clearing Bank, Borrower shall, promptly after receipt of notice of such resignation, designate a successor to Clearing Bank, which successor shall be subject to the reasonable approval of Lender, cause the execution of a replacement Clearing Account Agreement in form and all substance satisfactory to Lender and deliver Credit Card Bank Payment Direction Letters and Credit Card Company Payment Direction Letters to the Credit Card Banks and/or Credit Card Companies, as applicable, and Tenant Direction Letters to any Tenants in accordance with the terms and provisions of the Borrower Accountsthis Section 6.1.

Cash Management Arrangements. Borrower shall deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank All Rents shall be deemed acceptable to transmitted directly by tenants of each Property into one or more accounts (the "Clearing Accounts") maintained by Borrower but controlled by Lender with respect to such company at one or bank, as more local banks selected by Borrower (the case may be"Clearing Banks"), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or to Manager on behalf of or for the account of Borrower, with respect to any the Properties directly to the applicable Clearing Account. Without in any way limiting the foregoing, if All Rents received by Borrower or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager, as applicable shall deposit such amounts in the applicable Property Account on deposited into a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Managers, on behalf within two Business Days of Borrower, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day by the Clearing Account Banks into the Deposit Account, and on the second (2nd) Business Day prior to each Monthly Payment Date, all funds then remaining in the Clearing Accounts shall be swept by the Clearing Account Banks into the Deposit Accountreceipt. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Each Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank Banks on a daily basis into Borrower's operating account at a Clearing Bank, unless a Lockbox Event shall have occurred; in which event, until a Lockbox Termination, such funds shall be swept by the Clearing Banks on a daily basis into an account at the Deposit Account Bank controlled by Lender (a "Deposit Account") and applied and disbursed in accordance with this Agreement and, pending such application and the Cash Management Agreement. Funds in the Deposit Account shall disbursement, will be invested in Permitted InvestmentsInvestments selected by Borrower, as with any earnings thereon accruing for the benefit of Borrower. Within 15 days after Lender's request following a Lockbox Event, Borrower shall enter into one or more particularly set forth in the Cash Management Agreement. To the extent not already in existencedeposit account agreements among Borrower, Lender may also establish subaccounts of and the Deposit Bank, in Lender's then current form, providing for the receipt and disbursement of Rents by the Deposit Bank in accordance herewith. The Deposit Account which and all subaccounts thereof shall at all times be Eligible Accounts (subject to such subaccounts, and any other accounts or subaccounts at the terms of Deposit Bank, other than the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts Deposit Account, are referred to herein as “Accounts”"Subaccounts"). The Deposit Account and all other Accounts will be under A "Lockbox Event" shall mean (i) either (A) the sole control and dominion of Lender, and neither Borrower nor either Manager on behalf of Borrower shall have any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all occurrence of the above Accounts and all Optional Prepayment Date or (B) the occurrence of the Borrower Accounts.either (x) an Event of Default, or (y) the

Cash Management Arrangements. Borrower or Operating Lessee, as applicable, shall deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of BorrowerBorrower or Operating Lessee, with respect to any the Properties directly to the applicable Clearing Account. Without in any way limiting the foregoing, if Borrower Borrower, Operating Lessee or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower Borrower, Operating Lessee or Manager, and (iii) Borrower Borrower, Operating Lessee or Manager, as applicable shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the BorrowerBorrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of BorrowerBorrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into the Deposit Account, and on the second (2nd) Business Day prior to each Monthly Payment Date, all funds then remaining in the Clearing Accounts shall be swept one or more accounts designated by the Clearing Account Banks into the Deposit Account. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management AgreementBorrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”). The Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor Operating Lessee nor either Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Account.

Cash Management Arrangements. Each Borrower shall deliver irrevocable written instructions cause all Rents to each be transmitted directly by Operating Lessee and any other Tenants of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of Property owned by such Borrower into a trust account (each, a “Clearing Account” and collectively, the Properties, in form “Clearing Accounts”) established and substance maintained by such Borrower at a national bank selected by Pool 2 Borrowers and reasonably acceptable to approved by Lender (provided thatthe “Clearing Bank”) as more fully described in the Clearing Account Agreement, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank and each Borrower shall be deemed acceptable to Lender cause all receipts payable with respect to the Property owned by such company Borrower in accordance with any merchant’s or bank, as the case may be), directing each such other credit card company or credit card clearing bank to deliver all receipts payable to Borrower or to Manager on behalf of or for the account of agreements, whether entered into by such Borrower, with respect by Operating Lessee or by any Manager, to any be transferred by wire transfer or the Properties automated clearinghouse system directly to the applicable into such Borrower’s Clearing Account. Without in any way limiting the foregoing, if Borrower any Borrower, Operating Lessee or any Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the PropertiesProperty, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower any Borrower, Operating Lessee or any Manager, and (iii) Borrower such Borrower, Operating Lessee or such Manager, as applicable the case may be, shall deposit such amounts in the applicable Property Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on within three (3) Business Days of receipt. There will be a weekly basis. Neither Borrower nor Managers, on behalf of Borrower, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable separate Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day Property established by the Clearing Account Banks into the Deposit Account, and on the second (2nd) Business Day prior to each Monthly Payment DateBorrower owning such Property, all funds then remaining in of which will be maintained at the same Clearing Accounts shall be swept by the Clearing Account Banks into the Deposit AccountBank. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Each Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Account Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) accounts (such subaccounts are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor either none of any Borrower, Operating Lessee or any Manager on behalf of Borrower shall have any right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accountsaccounts.

Cash Management Arrangements. Borrower (a) On or prior to the Effective Date, the Loan Parties shall deliver irrevocable written instructions to each assist the Administrative Agent in (i) establishing, and, during the term of this Agreement, maintaining one or more lockboxes identified on Schedule 8.01 hereto (collectively, the credit card companies "Lockboxes") with the financial institutions set forth on Schedule 8.01 hereto or credit card clearing banks delivering receipts or Hotel Revenue from any of such other financial institutions selected by the Properties, in form Loan Parties and substance reasonably acceptable to Lender the Agents (provided thateach being referred to as a "Lockbox Bank"), absent manifest errorand (ii) establishing, and during the term of this Agreement, maintaining an account (a "Collection Account" and, collectively, the customary form required by any particular credit card company or credit card clearing bank "Collection Accounts") with each Lockbox Bank. The Loan Parties shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or to Manager on behalf of or for the account of Borrowerirrevocably instruct their Account Debtors, with respect to any Accounts Receivable of the Properties directly Loan Parties, to remit all payments to be made by checks or other drafts to the applicable Lockboxes and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment (including remittances on credit card sales) to a Collection Account. Without , and shall instruct each Lockbox Bank to deposit all amounts received in any way limiting its Lockbox to the foregoingCollection Account at such Lockbox Bank on the day received or, if Borrower such day is not a Business Day, on the next succeeding Business Day. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any of their Account Debtors, as proceeds from Accounts Receivable of the Loan Parties, or Manager receives any Gross Revenue from the Properties or as proceeds of any other amount Collateral (which would be included in the Operating Income of the Propertiesshall include, then (i) such amounts shall be deemed to be collateral for the Obligations and avoidance of doubt, prepaid amounts in respect of customer contracts), shall be held by the Loan Parties in trust for the benefit, Agents and as the property, of Lender, (ii) such amounts Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Account. The Loan Parties shall not be commingled commingle such collections with any other the Loan Parties' own funds or property the funds of Borrower any of their Subsidiaries or Manager, and (iii) Borrower Affiliates or Manager, as applicable shall deposit such amounts with the proceeds of any assets not included in the applicable Property Collateral. All funds received in the Collection Account on a daily basisshall be sent by wire transfer or Automated Clearing House, Inc. payment to the Administrative Agent's Account for application at the end of each Business Day to reduce the then principal balance of the Revolving Loans, conditional upon final payment to the Administrative Agent. Following Funds transferred to the occurrence and Administrative Agent's Account in excess of the principal balance of the Revolving Loans shall (other than during the continuation continuance of an Event of Default, Lender, at its option may, and Borrower shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly ) be returned to the applicable Clearing AccountBorrowers by wire transfer on the following Business Day. Following any cure of such Event of DefaultNo checks, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver drafts or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under instruments received by the Lease directly Administrative Agent shall constitute final payment to the Borrower. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, Administrative Agent unless and until any such Security Deposits checks, drafts or Advance Deposits instruments have actually been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Managers, on behalf of Borrower, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day by the Clearing Account Banks into the Deposit Account, and on the second (2nd) Business Day prior to each Monthly Payment Date, all funds then remaining in the Clearing Accounts shall be swept by the Clearing Account Banks into the Deposit Account. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Each Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”). The Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor either Manager on behalf of Borrower shall have any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accountscollected.

Cash Management Arrangements. Once the Clearing Accounts are established pursuant to the Post Closing Letter, Borrower and Manager shall deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts or Hotel deposit all Rents and other Gross Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required collected by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or to Manager on behalf of or for the account of Borrower, with respect to any Manager or their Affiliates directly into the Properties directly to appropriate trust account (the applicable “Clearing AccountAccounts”) established and maintained by Borrower at a local bank selected by Borrower and reasonably approved by Lender and Manager (the “Clearing Bank”) as more fully described in the Clearing Account Agreements. Without in any way limiting the foregoing, if Borrower or Manager receives receive any Rents or other Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Propertieseither Property, then (ia) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (iib) before being deposited in the applicable Clearing Account, such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iiic) Borrower or Manager, as applicable Manager shall deposit such amounts in the applicable Property Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable appropriate Clearing Account on a weekly basis. Neither Borrower nor Managers, on behalf of Borrower, shall have any right to withdraw funds from the Property Accounts within two (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day by the Clearing Account Banks into the Deposit Account, and on the second (2nd2) Business Day prior to each Monthly Payment Date, all funds then remaining in the Clearing Accounts shall be swept by the Clearing Account Banks into the Deposit AccountDays of receipt. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Each Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit appropriate Borrower’s operating account at the Clearing Bank (subject to maintaining the Retained Balance in the Clearing Accounts), unless a Cash Management Period has occurred and is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Cash Management Bank controlled by Lender (the “Cash Management Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Cash Management Account shall may be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To As an alternative to establishing each Account required pursuant to the extent not already in existenceterms of this Agreement as a separate Eligible Account, Lender may also establish subaccounts of the Deposit Cash Management Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) whereupon all provisions of this Agreement referring to (such subaccounts are referred i) any Account shall be deemed to herein as “Accounts”)apply instead to the corresponding subaccount and (ii) to the Accounts generally shall be deemed to apply instead to the Cash Management Account. The Deposit Clearing Accounts, the Cash Management Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor either Manager on behalf of Borrower shall have any no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accountsaccounts.

Cash Management Arrangements. Borrower shall deliver irrevocable written instructions cause (a) all Rents to each be transmitted directly by non-residential Tenants of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from Property, (b) all payments made with respect to the Pledged Loans including, without limitation, Cash Flow (as defined in the Amenities Loan Agreement), Capital Event Proceeds (as defined in the Amenities Loan Agreement) and any prepayments of principal thereon and (c) all payments, dividends, distributions, proceeds received by EOP-NYCCA on account of its ownership interest in Amenities Owner including, without limitation, proceeds received by EOP-NYCCA in connection with any Amenities Owner limited partner acquiring EOP-NYCCA’s general partner interest in Amenities Owner, into a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the applicable Clearing Account Agreement. Lender approves JPMorgan Chase Bank, N.A., as the Clearing Bank so long as it remains an Eligible Institution and confirms that as of the Propertiesdate of this Agreement JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, N.A. are Eligible Institutions. On the Closing Date, Borrower shall cause to be delivered (i) a letter from EOP-NYCCA to the Amenities Owner directing the Amenities Owner to deposit any payments, distributions or other funds payable to EOP-NYCCA directly into the applicable Clearing Account and (ii) a letter from Loan Pledgor to Manager directing Manager to deposit any Cash Flow (as defined in the Amenities Loan Agreement), Capital Event Proceeds (as defined in the Amenities Loan Agreement) and all other amounts payable by or on behalf of the Amenities Owner to the Loan Pledgor directly into the applicable Clearing Account, each in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or to Manager on behalf of or for the account of Borrower, with respect to any the Properties directly to the applicable Clearing AccountLender. Without in any way limiting the foregoing, if Borrower or Manager receives receive any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the PropertiesRevenue, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager, as applicable Manager shall deposit such amounts in the applicable Property Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basiswithin one (1) Business Day of receipt. Neither Borrower nor Managers, on behalf of Borrower, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day by the Clearing Account Banks into the Deposit Account, and on the second (2nd) Business Day prior to each Monthly Payment Date, all funds then remaining in the Clearing Accounts shall be swept by the Clearing Account Banks into the Deposit Account. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Each Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”). Borrower shall, and shall cause Loan Pledgor to, apply any Cash Flow (as defined in the Amenities Loan Agreement) and Capital Event Proceeds (as defined in the Amenities Loan Agreement) in accordance with Section 2.8 of the Amenities Loan Agreement. The Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor either Manager on behalf of Borrower shall have any no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts.

Cash Management Arrangements. Borrower or Operating Lessee, as applicable, shall deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of BorrowerBorrower or Operating Lessee, with respect to any the Properties directly to the applicable Clearing Account. Without in any way limiting the foregoing, if Borrower Borrower, Operating Lessee or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower Borrower, Operating Lessee or Manager, and (iii) Borrower Borrower, Operating Lessee or Manager, as applicable shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the BorrowerBorrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of BorrowerBorrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day or at such other frequency as Borrower shall elect by the Clearing Account Banks into the Deposit Account, and on the second (2nd) Business Day prior to each Monthly Payment Date, all funds then remaining in the Clearing Accounts shall be swept one or more accounts designated by the Clearing Account Banks into the Deposit Account. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management AgreementBorrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”). The Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor either Operating Lessee nor any Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Account.

Cash Management Arrangements. Borrower shall deliver irrevocable written instructions establish or shall cause Master Tenant to each of establish and shall throughout the credit card companies or Term use commercially reasonable efforts to cause Master Tenant to maintain a trust account (the “Clearing Account”) at a local bank selected by Borrower and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement, which Clearing Account shall be an Eligible Account. Borrower shall cause Master Tenant to direct Manager and shall throughout the Term Borrower shall use commercially reasonable efforts to cause Master Tenant to direct Manager to cause all Gross Revenue to be transmitted by (a) credit card clearing banks delivering with which Master Tenant or Manager has entered into agreements for the clearance of credit card receipts (collectively, “Credit Card Banks”) and credit card companies with which Master Tenant or Hotel Revenue from Manager has entered into merchants agreements (collectively, “Credit Card Companies”) and (b) any Tenants of the PropertiesProperty directly into the Clearing Account. Borrower shall transmit and shall cause Master Tenant and/or Manager to transmit all Rents (including Rents in the nature of sums payable by Credit Card Companies) and other Gross Revenue actually received by Borrower and/or Master Tenant and/or Manager into the Clearing Account within one (1) Business Day of receipt thereof. Without in any way limiting the foregoing, in form Borrower shall instruct or shall use commercially reasonable efforts to cause Master Tenant and/or Manager to instruct and substance reasonably acceptable shall continuously hereafter use commercially reasonable efforts to Lender (provided that, absent manifest error, cause each of the customary form required by any particular Credit Card Banks and the Credit Card Companies to be instructed that all credit card company or credit card clearing bank shall be deemed acceptable to Lender receipts with respect to the Property (net of any expenses charged for such company processing) cleared by such Credit Card Banks or bankCredit Card Companies, as applicable, shall be transferred by such Credit Card Banks or Credit Card Companies, as applicable, by wire transfer or the case may beACH System to the Clearing Bank for deposit in the Clearing Account pursuant to an instruction letter in the form of Exhibit B hereto (a “Credit Card Bank Payment Direction Letter”) or Exhibit C hereto (a “Credit Card Company Payment Direction Letter”), directing as applicable, and shall notify and advise or use commercially reasonable efforts to cause Master Tenant and/or Manager to notify and advise each Tenant under each Lease (whether such credit card company Lease is presently effective or credit card clearing bank executed after the date hereof) to deliver all receipts payable to Borrower or to Manager on behalf of or for the account of Borrower, with respect to any the Properties send directly to the applicable Clearing AccountAccount all payments of Rent pursuant to an instruction letter in the form of Exhibit A attached hereto (a “Tenant Direction Letter”). Without in any way limiting the foregoing, if Borrower Borrower, Manager or Manager receives Master Tenant receive any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the PropertiesProperty, then (ia) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefitbenefit of Lender (directly, and or as assignee of the security interest held by Borrower therein, as the property, of Lendercase may be), (iib) such amounts shall not be commingled with any other funds or property of Borrower Borrower, Manager or ManagerMaster Tenant, and (iiic) Borrower Borrower, Manager or ManagerMaster Tenant, as applicable applicable, shall deposit such amounts in the applicable Property Clearing Account on a daily basiswithin one (1) Business Day of receipt. Following Notwithstanding the occurrence and during the continuation of an Event of Defaultforgoing, Lender, at its option may, and Borrower shall at Lender’s direction, not be in default under this Section 6.1 if Master Tenant retains (and in all events at Borrower’s expense, deliver does not deposit into the written instructions Clearing Account) Gross Revenues in the form attached hereto as Exhibit A to each tenant under any Lease of cash, provided that (x) such cash is retained on site at any the Property, (y) such cash is used solely in the normal day-to-day business operations of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, hotel located at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Managers, on behalf of Borrower, shall have any right to withdraw funds from the Property Accounts and (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (az) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess aggregate amount of the Monthly Operating Expenses Budgeted Amount up to cash retained and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month Account does not, immediately after the required deposit is made, exceed $2,000. Subject to any minimum balance requirements in excess of Manager’s Expenses for such calendar month the Clearing Account Agreement, the Funds deposited into the Clearing Account shall be swept into an Eligible Account at the Cash Management Bank controlled by Lender (the “Cash Management Account”) by the Clearing Bank on each Business Day by on which available and collected amounts in the Clearing Account Banks into the Deposit Account, exceed $5,000 and funds on the second (2nd) Business Day prior to each Monthly Payment Date, all funds then remaining deposit in the Clearing Accounts shall be swept by the Clearing Account Banks into the Deposit Account. Funds swept into the Deposit Cash Management Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Each Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into the Deposit Account and applied and disbursed Funds in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall may be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To As an alternative to establishing each Account required pursuant to the extent not already in existenceterms of this Agreement as a separate Eligible Account, Lender may also establish subaccounts of the Deposit Cash Management Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) whereupon all provisions of this Agreement referring to (such subaccounts are referred i) any Account shall be deemed to herein as “Accounts”)apply instead to the corresponding subaccount and (ii) to the Accounts generally shall be deemed to apply instead to the Cash Management Account. The Deposit Clearing Account, the Cash Management Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor either Manager on behalf of Borrower shall have any no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above Accounts and all of the Borrower Accountsaccounts.