Common use of Cash Flow Clause in Contracts

Cash Flow. Borrower hereby acknowledges and agrees that (a) the Rents (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower and not applied towards Rent) derived from the Property, (b) Loss Proceeds and (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Sub-Accounts. Borrower shall cause Manager to collect all security deposits from tenants under valid Leases, which shall be held by Manager, as agent for Borrower, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender (the “Security Deposit Account”). Borrower shall notify Lender of any security deposits held as letters of credit and, upon Lender’s request, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no Event of Default has occurred and is continuing, Borrower may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid directly into the Rent Account, shall be delivered to Manager. Manager shall collect all of such Rent and shall deposit such funds, within one (1) Business Day after receipt thereof in the Rent Account, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager to Lender. Borrower shall cause Manager to give to the bank in which the Rent Account is located an irrevocable written instruction, in form and substance reasonably acceptable to Lender, that all funds deposited in such account shall be automatically transferred through automated clearing house funds (“ACH”) or by Federal wire to the Central Account prior to 5:00 p.m. (New York City time) on a daily basis. On the Closing Date, Borrower shall deliver to Lender a copy of the irrevocable notice which Borrower delivered to the bank in which the Rent Account is located pursuant to the provisions of this Section 5.01, the receipt of which is acknowledged in writing by such bank. Additionally, Borrower shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower or Manager has entered into merchant’s agreements (each, a “Credit Card Company”) a direction letter in the form of Exhibit G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction Letter. Lender may elect to change the financial institution in which the Central Account shall be maintained; however, Lender shall give Borrower and the bank in which the Rent Account is located not fewer than five (5) Business Days’ prior notice of such change. Neither Borrower nor Manager shall change such bank or the Rent Account without the prior written consent of Lender. All fees and charges of the bank(s) in which the Rent Account and the Central Account are located shall be paid by Borrower.

Cash Flow. Borrower hereby acknowledges and agrees that (a) the Rents (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower and not applied towards Rent) derived from the Property, (b) Loss Proceeds and (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Sub-Accounts. Borrower shall cause Manager to collect all security deposits from tenants under valid Leases, which shall be held by Manager, as agent for Borrower, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender (the “Security Deposit Account”). Borrower shall notify Lender of any security deposits held as letters of credit and, upon Lender’s request, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no prior to the occurrence of an Event of Default has occurred and is continuingDefault, Borrower may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental Borrower shall cause all Rent which is due and payable to Borrower pursuant to the terms of the Leases (other than security deposits under valid Leases which are held in the Security Deposit Account) to be paid by check drawn on a bank located in the United States of America or through automated clearing house funds (“ACH”) or by Federal wire directly to the Rent Account. Borrower shall give each tenant under a Lease an irrevocable direction in the form of Exhibit E attached hereto and made a part hereof to deliver all rent payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid Rent directly into to the Rent AccountAccount and shall deliver copies of such letters to Lender, shall together with an Officer’s Certificate certifying that such letters will be delivered to Manager. Manager shall collect all of such Rent and shall deposit such funds, each tenant under the Leases within one two (12) Business Day after receipt thereof in the Rent Account, the name and address Days of the bank in which such account is located and the account number of which to be identified in writing by Manager to LenderClosing Date. Borrower shall cause Manager to give to the bank in which the Rent Account is located an irrevocable written instruction, in form and substance reasonably acceptable to Lender, that all funds deposited in such account shall be automatically transferred through automated clearing house funds (“ACH”) ACH or by Federal wire to the Central Account prior to 5:00 3:00 p.m. (New York City time) on a daily basis. On Within two (2) Business Days of the Closing Date, Borrower shall deliver to Lender a copy of the irrevocable notice which Borrower has delivered to the bank in which the Rent Account is located pursuant to the provisions of this Section 5.01, the receipt of which is acknowledged in writing by such bank. AdditionallyNotwithstanding the foregoing, if any Rent is received by Borrower shallor Manager, then (a) such amounts shall be held in trust for the benefit, and as the property, of Lender, (b) such amounts shall not be commingled with any other funds or shall cause Manager to send to each respective credit card company or credit card clearing bank with which property of Borrower or Manager has entered into merchant’s agreements and (eachc) Borrower or Manager shall deposit such amounts in the Rent Account within one (1) Business Day of receipt. Upon execution of any Space Lease after the Closing Date, Borrower shall deliver to Lender a “Credit Card Company”) a copy of the irrevocable direction letter referred to above, the receipt of which has been acknowledged by the tenant under such Space Lease, unless such instruction is included in the form applicable Space Lease and a copy of Exhibit G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company executed Space Lease has been delivered to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction Letter. Lender may elect to change the financial institution in which the Central Account shall be maintained; however, Lender shall give Borrower and the bank in which the Rent Account is located not fewer than five (5) Business Days’ prior notice of such change. Neither Borrower nor Manager shall change such bank or the Rent Account without the prior written consent of Lender. All fees and charges of the bank(s) in which the Rent Account and the Central Account are located shall be paid by Borrower.

Cash Flow. Borrower hereby acknowledges and agrees that (ai) the Rents (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower and not applied towards Rent) derived from the PropertyProperty and (ii) Loss Proceeds (other than Loss Proceeds that Lender has elected to apply to reduce the Debt in accordance with the terms of Article III hereof) shall be utilized (a) to fund the Basic Carrying Costs Sub-Account, (b) Loss Proceeds to pay all amounts to become due and payable under the Note by funding the Debt Service Payment Sub-Account, (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Recurring Replacement Reserve Sub-AccountsAccount, (d) to fund the Reletting Reserve Sub-Account, (e) to fund the Operation and Maintenance Expense Sub-Account and (e) to fund the Curtailment Reserve Sub-Account, all to the extent provided for herein. Borrower shall cause Manager to collect all security deposits from tenants under valid Leases, which shall be held by Manager, as agent for Borrower, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender (the “Security Deposit Account”). Borrower shall notify Lender of any security deposits held as letters of credit and, upon Lender’s request, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no prior to the occurrence of an Event of Default has occurred and is continuingDefault, Borrower may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during During the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental payments made by Borrower has established a Rent Account at Wachovia Bank, National Association (together with its successors and assigns, the "Rent Account Bank"). Borrower shall deposit (or cause the Manager to deposit) all Rent relating to tenants and other payments constituting Rent, other than direct payments by credit cards which shall under Space Leases to be paid directly deposited into the Rent Account, shall be delivered to Manager. Manager shall collect all of such Rent and shall deposit such funds, within one (1) Business Day after receipt thereof in the Rent Account, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager to Lender. Borrower shall cause Manager to give to Account at the bank in which the Rent Account is located. Absent the then existence of a Sweep Period, the Rent Account Bank shall transfer on a daily basis funds received into the Rent Account to Borrower's operating account located an irrevocable at the Rent Account Bank (the "Operating Account"). Borrower shall not change the Rent Account or the Operating Account or the depository institution holding the Rent Account or the Operating Account without obtaining the prior written instructionconsent of Lender. Borrower hereby agrees that if the bank, bank location or account number of the Rent Account or Operating Account is changed prior to a Sweep Period, Borrower shall, within five (5) Business Days after such change, execute a replacement Rent Account Agreement to cover the new bank, bank location and/or account, which replacement Rent Account Agreement shall be in a form and substance reasonably acceptable to Lender. Upon the occurrence and during the continuance of a Sweep Period, that all funds deposited in such account the Rent Account shall be automatically transferred on a daily basis by the Rent Account Bank through automated clearing house funds (“ACH”) ACH or by Federal wire to the Central Account prior to 5:00 2:00 p.m. (New York City timeTime) on each Business Day. Borrower hereby acknowledges that Lender may deliver a notice to Rent Account Bank that a Sweep Period has occurred and that all funds be transferred on a daily basisbasis from the Rent Account to the Central Account. On Alternatively, at the Closing Dateelection of the Lender, upon the occurrence and continuance of a Sweep Period, Borrower shall deliver cause all Rent relating to Lender tenants under Space Leases which is due and payable to Borrower to be paid through ACH, a copy of check drawn on account in a bank located in the irrevocable notice which Borrower delivered continental United States, or by Federal wire directly to the bank in which Central Account or the Rent Account is located pursuant to Account, as determined by Lender. Following the provisions occurrence and continuance of this Section 5.01an Event of Default, at the receipt election of which is acknowledged in writing by such bank. AdditionallyLender, Borrower shall, or shall cause Manager to send to give each respective credit card company or credit card clearing bank with which Borrower or Manager has entered into merchant’s agreements (each, a “Credit Card Company”) a tenant under any Lease an irrevocable direction letter in the form of Exhibit G annexed E attached hereto and made a part hereof (to deliver all rent payments made by tenants and other payments constituting Rent directly to the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods Central Account or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without , as determined by Lender, or at the prior written consent option of Lender, neither Lender shall deliver such letters to each tenant and Borrower nor shall cooperate with Lender in effectuating the foregoing. Notwithstanding the foregoing, if any Rent is received by Borrower or Manager, then (a) such amounts shall be held in trust for the benefit, and as the property, of Lender, (b) such amounts shall not be commingled with any other funds or property of Borrower or Manager and (c) Borrower or Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided deposit such amounts in the related Credit Card Payment Direction LetterRent Account within two (2) Business Days of receipt, or after the occurrence of a Sweep Period and at the election of Lender, into the Central Account within two (2) Business Days of receipt. Lender may elect to change the financial institution in which the Central Account or the Rent Account shall be maintained; however, Lender shall give Borrower and the bank in which the Rent Account is located not fewer than five ten (510) Business Days’ prior notice of such change. Neither Borrower nor Manager shall change such the bank in which the Rent Account is located or the Rent Account without the prior written consent of Lender. All fees and charges of the bank(s) bank in which the Rent Account and the Central Account are is located shall be paid by Borrower.

Cash Flow. Borrower hereby acknowledges and agrees that (a) the Rents (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower and not applied towards Rent) derived from the Property, (b) Property and Loss Proceeds and (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Sub-Accounts. Borrower shall cause Manager give each tenant under a Space Lease an irrevocable direction in the form of Exhibit E attached hereto and made a part hereof to collect deliver all security deposits from tenants under valid Leases, which shall be held by Manager, as agent for Borrower, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender (the “Security Deposit Account”). Borrower shall notify Lender of any security deposits held as letters of credit and, upon Lender’s request, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no Event of Default has occurred and is continuing, Borrower may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental rent payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid Rent directly into the Rent Account. All payments constituting Rent, other than payments received from tenants under a Lease and payments made by credit cards, shall be delivered to Manager. Manager shall collect all of such Rent and shall deposit such funds, within one three (13) Business Day Days after receipt thereof in the Rent Account, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager to Lender. Borrower shall cause Manager to give to the bank in which the Rent Account is located an irrevocable written instruction, in form and substance reasonably acceptable to Lender, that, upon receipt of notice from Lender that an Event of Default exists (the “Trigger Notice”), all funds deposited in such account shall be automatically transferred through automated clearing house funds (“ACH”) or by Federal wire to the Central Account prior to 5:00 p.m. (New York City time) on a daily basis. On Provided that the bank in which the Rent Account is located has not received a Trigger Notice, all sums on deposit in the Rent Account shall be transferred on a daily basis to an account designated in writing by Borrower (the “Borrower Account”). Within two (2) Business Days of the Closing Date, Borrower shall deliver to Lender a copy of the irrevocable notice which Borrower delivered to the bank in which the Rent Account is located pursuant to the provisions of this Section 5.01, the receipt of which is acknowledged in writing by such bank. Additionally, Borrower shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower or Manager has entered into merchant’s agreements (each, a “Credit Card Company”) a direction letter in the form of Exhibit G F annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction Letter. Lender may elect to change the financial institution in which the Central Account shall be maintained; however, Lender shall give Borrower and the bank in which the Rent Account is located not fewer than five (5) Business Days’ prior notice of such change. Neither Borrower nor Manager shall change such bank or the Rent Account without the prior written consent of Lender, which shall not be unreasonably withheld, conditioned or delayed. All fees and charges of the bank(s) in which the Rent Account and the Central Account are located shall be paid by Borrower. Promptly following the cure of any Event of Default which resulted in Lender giving a Trigger Notice, Lender shall inform the bank holding the Rent Account of the cure of such Event of Default, and at Borrower’s sole cost and expense take all such actions and execute and deliver all such documents and instruments as are reasonably required to restore Borrower’s right to daily withdrawals from the Rent Account.

Cash Flow. Borrower Mortgagor hereby acknowledges and agrees that (ai) the Rents (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower Mortgagor and not applied towards Rent) derived from the PropertyProperty and (ii) Loss Proceeds (other than Loss Proceeds that Lender has elected to apply to reduce the Debt in accordance with the terms of Article III hereof) shall be utilized (a) to fund the Basic Carrying Costs Sub-Account, (b) Loss Proceeds to pay all amounts to become due and payable under the Note by funding the Debt Service Payment Sub-Account, (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Recurring Replacement Reserve Sub-AccountsAccount, (d) to fund the Reletting Reserve Sub-Account, (e) to fund the Operation and Maintenance Expense Sub-Account and (f) to fund the Curtailment Reserve Sub-Account, all to the extent provided for herein. Borrower Mortgagor shall cause Manager to collect all security deposits from tenants under valid Leases, which shall be held by Manager, as agent for BorrowerMortgagor, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender (the “Security Deposit Account”). Borrower Mortgagor shall notify Lender of any security deposits held as letters of credit and, upon Lender’s request, such letters of credit shall be promptly delivered to Lender. Borrower Mortgagor shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no prior to the occurrence of an Event of Default has occurred and is continuingDefault, Borrower Mortgagor may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during During the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental Mortgagor shall cause all Rent which is due and payable to Mortgagor pursuant to the terms of the Leases (other than security deposits under valid Leases which are held in the Security Deposit Account) to be paid through automated clearing house funds (“ACH”), a check drawn on an account in a bank located in the continental United States which is a member of the New York Clearing House Association or by Federal wire directly to the Rent Account. Mortgagor shall give each tenant under a Lease an irrevocable direction in the form of Exhibit E attached hereto and made a part hereof to deliver all rent payments made by tenants and other payments constituting RentRent directly to the Rent Account and shall deliver copies of such letters to Lender, other than direct payments together with an Officer’s Certificate certifying that such letters were delivered to each tenant under the Leases within five (5) days of the Closing Date. Notwithstanding the foregoing, if any Rent is received by credit cards which Mortgagor or Manager, then (a) such amounts shall be paid directly into held in trust for the Rent Accountbenefit, and as the property, of Lender, (b) such amounts shall not be delivered to Manager. commingled with any other funds or property of Mortgagor or Manager shall collect all of such Rent and (c) Mortgagor or Manager shall deposit such funds, amounts in the Rent Account within one (1) Business Day after receipt thereof in the Rent Accountof receipt. Mortgagor shall, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager to Lender. Borrower or shall cause Manager to to, give to the bank in which the Rent Account is located an irrevocable written instruction, in form and substance reasonably acceptable to to, and acknowledged by, Lender, that all funds deposited in such account the Rent Account shall be automatically transferred through automated clearing house funds (“ACH”) ACH or by Federal wire to the Central Account prior to 5:00 2:00 p.m. (New York City time) on a daily basiseach Business Day. On Upon execution of any Space Lease after the Closing Date, Borrower Mortgagor shall deliver to Lender a copy of the irrevocable notice which Borrower delivered direction letter referred to the bank in which the Rent Account is located pursuant to the provisions of this Section 5.01above, the receipt of which is has been acknowledged in writing by the tenant under such bank. Additionally, Borrower shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower or Manager has entered into merchant’s agreements (each, a “Credit Card Company”) a direction letter in the form of Exhibit G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction LetterSpace Lease. Lender may elect to change the financial institution in which the Central Account or the Rent Account shall be maintained; however, Lender shall give Borrower Mortgagor and the bank in which the Rent Account is located not fewer than five ten (510) Business Days’ prior notice of such change. Neither Borrower Mortgagor nor Manager shall change such the bank in which the Rent Account is located or the Rent Account without the prior written consent of Lender. All fees and charges of the bank(s) bank in which the Rent Account and the Central Account are is located shall be paid by BorrowerMortgagor.

Cash Flow. Borrower Grantor hereby acknowledges and agrees that (a) the Rents (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower Grantor and not applied towards Rent) derived from the Property, (b) Property and Loss Proceeds and (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Sub-Accounts. Borrower Grantor shall cause Manager to collect all security deposits from tenants under valid Leases, which shall be held by Manager, as agent for BorrowerGrantor, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender (the “Security Deposit Account”). Borrower Grantor shall notify Lender of any security deposits held as letters of credit and, upon Lender’s request, such letters of credit shall be promptly delivered to Lender. Borrower Grantor shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no prior to the occurrence of an Event of Default has occurred and is continuingDefault, Borrower Grantor may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid directly into the Rent Account, shall be delivered to Manager. Manager shall collect all Rent (other than Rent paid by each Credit Card Company directly to the Rent Account as provided below and Rent paid by tenants under Space Leases which shall be paid directly to the Rent Account pursuant to irrevocable direction letters in the form of such Rent Exhibit E attached hereto which Grantor shall give each tenant under a Space Lease, a copy of which shall be delivered to Lender promptly upon request therefor) and shall deposit such fundsshall, within one seven (17) Business Day after days of the receipt thereof thereof, deposit in the Rent Account, the name and address of the bank in which such account is located and the account number of which are to be identified in writing by Manager Grantor to Lender, all Rent. Borrower shall cause Manager Pursuant to give to the Rent Account Agreement of even date herewith, the bank in which the Rent Account is located has been instructed that (a) prior to receipt of a notice from Lender ( a “Sweep Notice”) that an irrevocable written instructionO&M Operative Period has commenced or an Event of Default exists, all funds in form the Rent Account shall be transferred to the Grantor Account on a daily basis and substance reasonably acceptable to (b) from and after the receipt of a Sweep Notice from Lender, that (i) all funds deposited in such account the Rent Account other than Property Available Cash, or, (ii) if an Event of Default exists, all funds deposited into the Rent Account, shall be automatically transferred through automated clearing house funds (“ACH”) or by Federal wire to the Central Account prior to 5:00 2:00 p.m. (New York City time) on a daily basis. On the Closing Date, Borrower shall deliver to Lender a copy of the irrevocable notice which Borrower delivered to the bank in which the Rent Account is located pursuant to the provisions of this Section 5.01, the basis until receipt of which is acknowledged in writing by such bankbank of a written notice from Lender revoking the Sweep Notice. Additionally, Borrower Grantor shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower Grantor or Manager has entered into merchant’s agreements (each, a “Credit Card Company”) a direction letter in the form of Exhibit G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the prior written consent of Lender, neither Borrower Grantor nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction Letter. Lender may elect to change the financial institution in which the Central Account shall be maintained; however, Lender shall give Borrower Grantor and the bank in which the Rent Account is located not fewer than five (5) Business Days’ prior notice of such change. Neither Borrower Grantor nor Manager shall change such bank or the Rent Account without the prior written consent of Lender. All fees and charges of the bank(s) in which the Rent Account and the Central Account are located shall be paid by BorrowerGrantor.

Cash Flow. Borrower Grantor hereby acknowledges and agrees that (a) the Rents Rent (which for the purposes of this Section 5.01 shall not include security deposits from tenants under valid Leases held by Borrower Grantor and not applied towards Rent) derived from the PropertyTrust Property and Loss Proceeds shall be utilized (a) to fund the Basic Carrying Costs Sub-Account, (b) Loss Proceeds to pay all amounts to become due and payable under the Note by funding the Debt Service Payment Sub-Account, (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Recurring Replacement Reserve Sub-AccountsAccount, (d) to fund the Operation and Maintenance Expense Sub-Account to the extent required and (e) to fund the Curtailment Reserve Sub-Account. Borrower Grantor shall cause Manager the Operator to collect all security deposits from tenants under valid Leases, which shall be held by Managerthe Operator, as agent for BorrowerGrantor, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender Beneficiary (the “Security Deposit Account”"SECURITY DEPOSIT ACCOUNT"). Borrower Grantor shall notify Lender Beneficiary of any security deposits held as letters of credit and, upon Lender’s Beneficiary's request, such letters of credit shall be promptly delivered to LenderBeneficiary. Borrower Grantor shall have no right to withdraw funds from the Security Deposit Account; provided PROVIDED that, as long as no prior to the occurrence of an Event of Default has occurred and is continuingDefault, Borrower Grantor may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by LenderBeneficiary, subject however, to tenant's rights under the Operating Lease. All rental payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid directly into the Rent Account, shall be delivered to Managerthe Operator. Manager The Operator shall collect all of such Rent and shall deposit such funds, within one (1) Business Day after receipt thereof in the Rent Account, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager Operator to LenderBeneficiary. Borrower Grantor shall cause Manager the Operator to give to the bank in which the Rent Account is located an irrevocable written instruction, in form and substance reasonably acceptable to Lender, instruction that all funds deposited in such account shall be automatically transferred through automated clearing house funds (“"ACH”") or by Federal wire to the Central Account prior to 5:00 p.m. (New York City time) on a daily basis. On Within two (2) Business Days of the Closing Date, Borrower Grantor shall deliver to Lender Beneficiary a copy of the irrevocable notice which Borrower Grantor delivered to the bank in which the Rent Account is located pursuant to the provisions of this Section 5.01, the receipt of which is acknowledged in writing by such bank. Additionally, Borrower Grantor shall, or shall cause Manager Operator to send to each respective credit card company or credit card clearing bank with which Borrower Grantor or Manager the Operator has entered into merchant’s 's agreements (each, a “Credit Card Company”"CREDIT CARD COMPANY") a direction letter in the form of Exhibit EXHIBIT G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”"CREDIT CARD PAYMENT DIRECTION LETTER") directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Trust Property by Federal wire or through ACH directly to the Rent Central Account. Without the prior written consent of LenderBeneficiary, neither Borrower Grantor nor Manager the Operator shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction Letter. Lender Beneficiary may elect to change the financial institution in which the Central Account shall be maintained; howeverHOWEVER, Lender Beneficiary shall give Borrower Grantor and the bank in which the Rent Account is located not fewer than five (5) Business Days’ ' prior notice of such change. Neither Borrower Grantor nor Manager Operator shall change such bank or the Rent Account without the prior written consent of LenderBeneficiary. All fees and charges of the bank(s) in which the Rent Account and the Central Account are is located shall be paid by BorrowerGrantor. Notwithstanding anything contained in this Section 5.01 to the contrary, provided that (a) the Existing Operating Lease is in full force and effect and no default, or event which with the passing of time or the giving of notice would become a default under the Existing Operating Lease has occurred and (b) no Event of Default hereunder has occurred (the period of time covered by (a) and (b) shall be referred to herein as the "O&M OPERATIVE PERIOD"), Grantor shall be deemed in compliance with the provisions of Section 5.01 by causing the Operator to make all payments due to Grantor as Lessor under the Existing Operating Lease (including, without limitation, all payments of Base Rent and Percentage Rent (each as defined in the Existing Operating Lease) by federal wire or through ACH, directly to the Central Account.

Cash Flow. Borrower Mortgagor hereby acknowledges and agrees that (a) the Rents Rent (which for the purposes of this Section 5.01 shall not include security deposits from tenants under valid Leases held by Borrower Mortgagor and not applied towards Rent) derived from the PropertyMortgaged Property and Loss Proceeds shall be utilized (a) to fund the Basic Carrying Costs Sub-Account, (b) Loss Proceeds to pay all amounts to become due and payable under the Note by funding the Debt Service Payment Sub-Account, (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Recurring Replacement Reserve Sub-AccountsAccount, (d) to fund the Operation and Maintenance Expense Sub-Account to the extent required, and (e) to fund the Curtailment Reserve Sub-Account, to the extent required. Borrower Mortgagor shall cause the Manager to collect all security deposits from tenants under valid Leases, which shall be held by the Manager, as agent for BorrowerMortgagor, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender Mortgagee (the “"Security Deposit Account”"). Borrower Mortgagor shall notify Lender Mortgagee of any security deposits held as letters of credit and, upon Lender’s Mortgagee's request, such letters of credit shall be promptly delivered to LenderMortgagee. Borrower Mortgagor shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no prior to the occurrence of an Event of Default has occurred and is continuingDefault, Borrower Mortgagor may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by LenderMortgagee. All rental payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which Rent shall be paid by check, cashiers check or money order made payable to Mortgagee or its successors and assigns. Mortgagor shall give each tenant under a Lease an irrevocable direction in the form of Exhibit G attached hereto and made a part hereof to deliver all rental payments made by tenants and other payments constituting Rent directly into to the bank in which the Rent Account, shall be delivered Account is located. In the event that any tenant pays any Rent directly to Manager. , the Manager shall collect all of such Rent and shall deposit such funds, within one (1) Business Day after receipt thereof in the Rent Account, . All Rent shall be deposited into the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager to LenderRent Account. Borrower Mortgagor shall cause Manager to give to the bank in which the Rent Account is located an irrevocable written instruction, in form and substance reasonably acceptable to Lender, that all funds deposited in such account shall be automatically transferred transfer through automated automatic clearing house funds (“ACH”) or by Federal wire to the Central Account prior to 5:00 p.m. (New York City time) on a daily basis. On the Closing Date, Borrower shall deliver to Lender a copy of the irrevocable notice which Borrower delivered to the bank in which the Rent Account is located pursuant to the provisions of this Section 5.01, the receipt of which is acknowledged in writing by such bank. Additionally, Borrower shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower or Manager has entered Business Day all sums deposited into merchant’s agreements (each, a “Credit Card Company”) a direction letter in the form of Exhibit G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction Letter. Lender Mortgagee may elect to change the financial institution in which the Rent Account and/or the Central Account shall be maintained; however, Lender Mortgagee shall give Borrower and the bank in which the Rent Account is located Mortgagor not fewer than five (5) Business Days’ ' prior notice of such change. Neither Borrower nor Manager change and, provided, that no Default has occurred and is continuing, such institution shall change such bank be subject to the approval of Mortgagor which may not be unreasonably withheld, delayed or the Rent Account without the prior written consent of Lenderconditioned. All fees and charges of the bank(s) banks in which the Rent Account and the Central Account are located shall be paid by BorrowerMortgagor.

Cash Flow. Borrower hereby acknowledges and agrees that (a) the Rents (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower and not applied towards Rent) derived from the Property, (b) Property and Loss Proceeds and (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Sub-Accounts. Borrower shall cause Manager to collect all security deposits from tenants under valid Leases, which shall be held by Manager, as agent for Borrower, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender (the “"Security Deposit Account”"). Borrower shall notify Lender of any security deposits held as letters of credit and, upon Lender’s request's request after the occurrence and during the continuance of an Event of Default, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as if no Event of Default has occurred and is continuingexists, Borrower may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during During the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental Borrower shall cause all Rent which is due and payable to Borrower pursuant to the terms of the Leases (other than security deposits under valid Leases which are held in the Security Deposit Account) to be paid by check drawn on an account in a bank located in the United States of America, through automated clearing house funds ("ACH") or by Federal wire directly to the Rent Account. Borrower shall give each tenant under a Lease an irrevocable direction in the form of Exhibit E attached hereto and made a part hereof to deliver all rent payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid Rent directly into to the Rent AccountAccount and shall within five (5) days following the Closing Date deliver copies of such letters to Lender, shall be together with an Officer's Certificate certifying that such letters were delivered to Manager. Manager shall collect all of such Rent and shall deposit such funds, each tenant under the Leases within one five (15) Business Day after receipt thereof in the Rent Account, the name and address days of the bank in which such account is located and the account number of which to be identified in writing by Manager to LenderClosing Date. Borrower shall (or shall cause Manager Manager) to give to the bank in which the Rent Account is located an irrevocable written instruction, in form and substance reasonably acceptable to Lender, that all funds deposited in such account shall be automatically transferred through automated clearing house funds (“ACH”) or XXXxx by Federal wire to the Central Account prior to 5:00 3:00 p.m. (New York City time) on a daily basis. On Within three (3) Business Days of the Closing Date, Borrower shall deliver to Lender a copy of the irrevocable notice which Borrower has delivered to the bank in which the Rent Account is located pursuant to the provisions of this Section 5.01, the receipt of which is acknowledged in writing by such bank. AdditionallyNotwithstanding the foregoing, if any Rent is received by Borrower shallor Manager, then (a) such amounts shall be held in trust for the benefit, and as the property, of Lender, (b) such amounts shall not be commingled with any other funds or shall cause Manager to send to each respective credit card company or credit card clearing bank with which property of Borrower or Manager has entered into merchant’s agreements and (eachc) Borrower or Manager shall deposit such amounts in the Rent Account within two (2) Business Days of receipt. Upon execution of any Space Lease after the Closing Date, Borrower shall deliver to Lender a “Credit Card Company”) a copy of the irrevocable direction letter in referred to above, the form receipt of Exhibit G annexed hereto and made a part hereof (which has been acknowledged by the “Credit Card Payment Direction Letter”) directing tenant under such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction LetterSpace Lease. Lender may elect to change the financial institution in which the Central Account shall be maintained; however, Lender shall give Borrower and the bank in which the Rent Account is located not fewer than five (5) Business Days’ ' prior notice of such change. Neither Borrower nor Manager shall change such bank or the Rent Account without the prior written consent of LenderLender (not to be unreasonably withheld, conditioned or delayed). All fees and charges of the bank(s) in which the Rent Account and the Central Account are located shall be paid by Borrower.

Cash Flow. Borrower hereby acknowledges and agrees that (a) the Rents (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower and not applied towards Rent) derived from the Property, (b) Loss Proceeds and (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Sub-Accounts. Borrower shall cause Manager to collect all security deposits from tenants under valid Leases, which shall be held by Manager, as agent for Borrower, in an account in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender (the “"Security Deposit Account”"). Borrower shall notify Lender of any security deposits in excess of $100,000 held as letters of credit and, upon Lender’s 's request, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no prior to the occurrence of an Event of Default has occurred and is continuingDefault, Borrower funds may withdraw funds be withdrawn from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals in excess of $100,000 from the Security Deposit Account must be approved by Lender. All rental payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid directly into the Rent Account, shall be delivered to Manager. Manager shall collect all of such Rent and shall deposit such funds, within one (1) Business Day after receipt thereof in the Rent Collection Account, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager Borrower to Lender, all Property Available Cash, or, if the Management Agreement which exists as of the Closing Date is terminated and not replaced with a management agreement approved by Lender with an Approved Manager (an "Approved Replacement Management Agreement"), all Rent. Borrower shall cause Manager Pursuant to give to the Collection Account Agreement of even date herewith, the bank in which the Rent Collection Account is located an irrevocable written instruction, in form and substance reasonably acceptable to Lender, has been instructed that all collected funds deposited in such account the Collection Account shall be automatically transferred through automated clearing house funds (“"ACH”") or by Federal wire to the Central Account prior to 5:00 p.m. (New York City time) on a daily basis. On Additionally, in the Closing Date, Borrower shall deliver to Lender a copy of event that an Approved Manager is not the irrevocable notice which Borrower delivered to the bank in which the Rent Account is located Manager pursuant to the provisions terms of this Section 5.01, the receipt Management Agreement which existed as of which is acknowledged in writing by such bank. Additionallythe Closing Date or an Approved Replacement Management Agreement, Borrower shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower or Manager has entered into merchant’s 's agreements (each, a “"Credit Card Company”") a direction letter in the form of Exhibit G EXHIBIT H annexed hereto and made a part hereof (the “"Credit Card Payment Direction Letter”") directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Collection Account. Without the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction Letter. Lender may elect to change the financial institution in which the Central Account shall be maintained; however, Lender shall give Borrower and the bank in which the Rent Collection Account is located not fewer than five (5) Business Days’ ' prior notice of such change. Neither Borrower nor Manager shall change such bank or the Rent Collection Account without the prior written consent of Lender. All fees and charges of the bank(s) in which the Rent Collection Account and the Central Account are located shall be paid by Borrower.

Cash Flow. Borrower hereby acknowledges and agrees that (a) the Rents Rent (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower and not applied towards Rent) derived from the PropertyProperty and Loss Proceeds shall be utilized (a) to fund the Basic Carrying Costs Sub-Account, (b) Loss Proceeds to pay all amounts to become due and payable under the Note by funding the Debt Service Payment Sub-Account, (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Recurring Replacement Reserve Sub-AccountsAccount, (d)to fund the Operation and Maintenance Expense Sub-Account and (e) to fund the Mez Payment Sub-Account. Borrower shall cause Manager to collect all security deposits from tenants under valid Leases, which shall be held by Manager, as agent for BorrowerXxxxxxxx, in accordance with applicable law law, and unless otherwise agreed to in writing by Xxxxxx, in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender (the “"Security Deposit Account”"). Borrower shall notify Lender of any security deposits held as letters of credit and, upon Lender’s Xxxxxx's request, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no prior to the occurrence of an Event of Default has occurred and is continuingDefault, Borrower may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid directly into the Rent Account, shall be delivered to ManagerXxxxxx. Manager shall collect all of such Rent and shall deposit such funds, funds within one (1) Business Day after receipt thereof in the Rent Account, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager to Lender. Borrower shall, or shall cause the Manager to, cause the Rent Account Bank to give enter into a lockbox agreement in form and substance reasonably acceptable to Lender (the "Rent Account Agreement"). Pursuant to the Rent Account Agreement, the bank in which the Rent Account is located an irrevocable written instruction(the "Rent Account Bank") has been instructed that (a) prior to receipt of notice from Lender (a "Sweep Notice") that a Trigger Event has occurred, in form and substance reasonably acceptable to Lender, that all funds deposited in such account the Rent Account shall be transferred to the Borrower Account not less often than one time per week, and (b) from and after the receipt of a Sweep Notice from Lender, all funds deposited in the Rent Account shall be automatically transferred through automated automatic clearing house funds (“ACH”) or by Federal wire to the Central Account prior to 5:00 1:00 p.m. (New York City time) on a daily basiseach Business Day until receipt by such bank of notice from Lender revoking the Sweep Notice. On the Closing Date, Borrower Lender shall deliver to Lender a copy of the irrevocable notice which Borrower delivered to the bank in which provide the Rent Account is located pursuant to Bank with revocation of the provisions Sweep Notice promptly upon the cure of this Section 5.01, the receipt of which is acknowledged in writing by such bank. Additionally, Borrower shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower or Manager has entered into merchant’s agreements (each, a “Credit Card Company”) a direction letter in the form of Exhibit G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction LetterTrigger Event. Lender may elect to change the financial institution in which the Central Account shall be maintained; however, Lender shall give Borrower and the bank in which the Rent Account is located Bank not fewer than five (5) Business Days’ ' prior notice of such change. Neither Borrower nor Manager shall change such bank the Rent Account Bank or the Rent Account without the prior written consent of Lender. All fees and charges of the bank(s) in which the Rent Account and the Central Account are is located shall be paid by Borrower. Borrower grants to Lender an irrevocable power of attorney coupled with an interest for the purpose of executing any Lockbox Agreement in the event Borrower fails to deliver any executed Lockbox Agreement to Lender.

Cash Flow. Borrower hereby acknowledges and agrees that (a) the Rents (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower and not applied towards Rent) derived from the PropertyProperty and Loss Proceeds shall be utilized (a) to fund the Basic Carrying Costs Sub-Account, (b) Loss Proceeds to pay all amounts to become due and payable under the Note by funding the Debt Service Payment Sub-Account, (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Recurring Replacement Reserve Sub-AccountsAccount, (d) to fund the Reletting Reserve Sub-Account, (e) to fund the Operation and Maintenance Expense Sub-Account to the extent required and (f) to fund the Curtailment Reserve Sub-Account. Borrower shall cause Manager to collect all security deposits from tenants under valid Leases, which shall be held by Manager, as agent for Borrower, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender (the “Security Deposit Account”). Borrower shall notify Lender of any security deposits held as letters of credit and, upon LenderXxxxxx’s request, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no prior to the occurrence of an Event of Default has occurred and is continuingDefault, Borrower may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during During the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid directly into the Rent Account, shall be delivered to Manager. Manager shall collect all of such Rent and shall deposit such funds, within one (1) Business Day after receipt thereof in the Rent Account, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager to LenderXxxxxx. Borrower shall cause Manager all Rent which is due and payable to give Borrower pursuant to the bank terms of the Leases (other than security deposits under valid Leases which are held in which the Rent Account is located an irrevocable written instruction, in form and substance reasonably acceptable Security Deposit Account) to Lender, that all funds deposited in such account shall be automatically transferred paid through automated clearing house funds (“ACH”) or by Federal wire directly to the Central Rent Account. Borrower shall give each tenant under a Lease an irrevocable direction in the form of Exhibit E attached hereto and made a part hereof to deliver all rent payments made by tenants and other payments constituting Rent directly to the Rent Account and shall deliver copies of such letters to Lender, together with an Officer’s Certificate certifying that such letters were delivered to each tenant under the Leases on or prior to 5:00 p.m. the Closing Date. Notwithstanding the foregoing, if any Rent is received by Borrower or Manager, then (New York City timea) on a daily basissuch amounts shall be held in trust for the benefit, and as the property, of Lender, (b) such amounts shall not be commingled with any other funds or property of Borrower or Manager and (c) Borrower or Manager shall deposit such amounts in the Rent Account within one (1) Business Day of receipt. On Upon execution of any Space Lease after the Closing Date, Borrower shall deliver to Lender a copy of the irrevocable notice direction letter referred to above, the receipt of which Borrower delivered has been acknowledged by the tenant under such Space Lease, or shall include the direction in such Space Lease. Pursuant to the Rent Account Agreement of even date herewith, the bank in which the Rent Account is located pursuant to the provisions of this Section 5.01, the receipt of which is acknowledged in writing by such bank. Additionally, Borrower shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower or Manager has entered into merchant’s agreements (each, a “Credit Card Company”) a direction letter been instructed that all funds deposited in the form of Exhibit G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods Rent Account shall be automatically transferred through ACH or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the Central Account prior written consent of Lender, neither Borrower nor Manager shall to 1:00 p.m. (iNew York City time) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction Letteron each Business Day. Lender may elect to change the financial institution in which the Central Account shall be maintained; however, Lender shall give Borrower and the bank in which the Rent Account is located not fewer than five (5) Business Days’ prior notice of such change. Neither Borrower nor Manager shall change such bank or the Rent Account without the prior written consent of Lender. All fees and charges of the bank(s) in which the Rent Account and or the Central Account are is located shall be paid by Borrower.

Cash Flow. Borrower hereby acknowledges and agrees that (a) the Rents (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower and not applied towards Rent) derived from the Property, (b) Loss Proceeds and (c) all proceeds of the Rate Cap Agreement shall be utilized (a) to fund the Basic Carrying Costs Sub-AccountsAccount, (b) to pay all amounts to become due and payable under the Note by funding the Debt Service Payment Sub-Account, (c) to fund the Recurring Replacement Reserve Sub-Account, (d) to fund the SAOT Sub-Account, (e) to fund the Mez Payment Sub-Account, (f) to fund the Operation and Maintenance Expense Sub-Account to the extent required, (g) to fund the Curtailment Reserve Sub-Account and (h) to fund the Capex Trap Sub-Account. Borrower shall cause Manager to collect all security deposits from tenants under valid Leases, which shall be held by Manager, as agent for Borrower, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender (the “Security Deposit Account”). Borrower shall notify Lender of any security deposits held as letters of credit and, upon Lender’s request, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no prior to the occurrence of an Event of Default has occurred and is continuingDefault, Borrower may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid directly into the Rent Account, shall be delivered to Manager. Manager shall collect all of such Rent and shall deposit such funds, within one (1) Business Day after receipt thereof in the Rent Account, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager to Lender. Borrower shall cause Manager to give to the bank in which the Rent Account is located an irrevocable written instruction, in form and substance reasonably acceptable to Lender, that all funds deposited in such account shall be automatically transferred through automated clearing house funds (“ACH”) or by Federal wire to the Central Account prior to 5:00 p.m. (New York City time) on a daily basis. On the Closing Date, Borrower shall deliver to Lender a copy of the irrevocable notice which Borrower delivered to the bank in which the Rent Account is located pursuant to the provisions of this Section 5.01, the receipt of which is acknowledged in writing by such bank. Additionally, Borrower shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower or Manager has entered into merchant’s agreements (each, a “Credit Card Company”) a direction letter in the form of Exhibit G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction Letter. Lender may elect to change the financial institution in which the Central Account shall be maintained; however, Lender shall give Borrower and the bank in which the Rent Account is located not fewer than five (5) Business Days’ prior notice of such change. Neither Borrower nor Manager shall change such bank or the Rent Account without the prior written consent of Lender. All fees and charges of the bank(s) in which the Rent Account and the Central Account are located shall be paid by Borrower.

Cash Flow. Borrower Grantor hereby acknowledges and agrees that from and after the Closing Date through the date that the Debt is paid in full (ai) the Rents Rent (which for the purposes of this Section 5.01 shall not include security deposits from tenants under valid Leases held by Borrower Grantor and not applied towards Rent) derived from the Trust Property, (ii) Loss Proceeds which are not required to be made available to Grantor for restoration pursuant to Article III or Article VI hereof and (iii) the proceeds of the Rate-cap Agreement shall be utilized in accordance with this Article V (a) to fund the Basic Carrying Costs Sub-Account, (b) Loss Proceeds and to fund the Debt Service Payment Sub- -Account, (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Capital Expenditure Reserve Sub-AccountsAccount, (d) to the extent applicable, to fund the Operations and Maintenance Expense Sub-Account and (e) to the extent applicable, to fund the Curtailment Reserve Fund Sub-Account. Borrower Grantor shall cause the Manager to collect all security deposits from tenants under valid Space Leases, which shall be held by the Manager, as agent for BorrowerGrantor, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender in an Eligible Account (the “"Security Deposit Account”"). Borrower Grantor shall notify Lender of any security deposits held as letters of credit and, upon Lender’s request, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no Event of Default has occurred and is continuing, Borrower may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, cause all withdrawals from the Security Deposit Account must be approved by Lender. All rental payments made by tenants and other payments constituting RentRent to be paid by check, cashier's check or money order, made payable to Grantor, or its successors or assigns. Grantor shall give each tenant under a Lease an irrevocable direction in the form of Exhibit F hereof or in such other than direct form as Beneficiary shall, in its reasonable discretion, approve to deliver all rental payments made by credit cards tenants and other payments constituting Rent directly to the Property Collection Account Bank to be deposited in the Property Collection Account. Any rental payments made by tenants or other payments constituting Rent which are collected by Manager shall be paid directly into the Rent Account, shall be delivered to Manager. deposited by Manager shall collect all of such Rent and shall deposit such funds, within one (1) Business Day after receipt thereof in the Rent Property Collection Account, the name and address of the bank in which such account is located (the "Property Collection Account Bank") and the account number of which to be identified in writing by Manager to LenderBeneficiary. Borrower Grantor shall cause the Manager to give to the bank in which the Rent Property Collection Account is located Bank an irrevocable written instruction, in form and substance reasonably acceptable to Lender, instruction that all funds deposited in such account shall be automatically transferred through automated clearing house funds (“"ACH”") or by Federal wire to the Central Cash Collateral Account prior to 5:00 2:00 p.m. eastern standard time on each Business Day until such time as the Property Collection Account Bank receives a written notice (New York City timethe "Excess Rent Notice") on a daily basis. On from Beneficiary, which Beneficiary agrees to give promptly following the Closing Date, Borrower shall deliver to Lender a copy satisfaction of all of the irrevocable notice which Borrower delivered conditions set forth in clauses (i) through (iii) of this sentence, stating that (i) sufficient funds have been deposited in the Property Collection Account to fund the Sub-Accounts from the Cash Collateral Account to the bank extent set forth in clauses (a) through (e) of Section 5.05 hereof (which funds shall be deemed to include, for the Rent purposes of this clause only, any funds to be deposited into the Cash Collateral Account is located in the then Current Month pursuant to the provisions terms of this Section 5.01the Rate-cap Agreement), the receipt of which is acknowledged in writing by such bank. Additionally, Borrower shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower or Manager has entered into merchant’s agreements (each, a “Credit Card Company”) a direction letter in the form of Exhibit G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount Beneficiary's knowledge, no Event of Default has occurred and is continuing, and (iii) Beneficiary has received the Manager's Certification referred to in any manner other than as specifically Section 2.09(d) for the most recent period for which the same is due. Thereafter, all Rent received in such month shall, provided that Grantor has given notice to Beneficiary of the name and account number of such account, be transferred by the Property Collection Account Bank into an account to be established by Grantor in the related Credit Card Property Collection Account Bank until the next succeeding Payment Direction LetterDate, following which time all sums deposited into the Property Collection Account shall be automatically transferred to the Cash Collateral Account as set forth hereinabove until such time, if any, as the Property Collection Account Bank receives the Excess Rent Notice for the then Current Month. Lender Grantor hereby grants Beneficiary a security interest in all of Grantor's right, title and interest, if any, in all amounts to be deposited into the Property Collection Account, the Cash Collateral Account, and the Security Deposit Account, in the last case, to the extent permitted by applicable law. Beneficiary may elect to change change, at no additional cost to Grantor, the financial institution in which the Central Cash Collateral Account shall be maintained; however, Lender Beneficiary shall give Borrower Grantor and the bank in which the Rent Property Collection Account is located Bank not fewer than five (5) Business Days’ ' prior notice of such change. Neither Borrower Grantor nor Manager shall change such bank the Property Collection Account Bank or the Rent Property Collection Account without the prior written consent of Lendernotice to Beneficiary. All fees and charges of the bank(s) in which the Rent Property Collection Account and the Central Account are is located shall be paid by BorrowerGrantor. Additionally, all proceeds obtained pursuant to the Rate-cap Agreement shall be deposited in the Cash Collateral Account and shall be applied in accordance with Section 5.05 hereof.

Cash Flow. Borrower hereby acknowledges and agrees that (a) the Rents (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower and not applied towards Rent) derived from the Property, Property and (bto the extent required by Section 5.13) Loss Proceeds and (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Sub-AccountsAccounts to the extent required pursuant to the terms hereof. Borrower shall cause Manager to collect all security deposits from tenants under valid Space Leases, which shall be held by Manager, as agent for Borrower, or by Borrower, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender (the “Security Deposit Account”). Borrower shall notify Lender of any security deposits held as letters of credit and, upon Lender’s request, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no Event of Default has occurred and is continuing, Borrower may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid directly into the Rent Account, shall be delivered to Manager. Manager shall collect all of such Rent and shall deposit such funds, within one (1) Business Day after receipt thereof in the Rent Account, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager to LenderSpace Leases. Borrower shall cause Manager all Rent which is due and payable to give Borrower pursuant to the bank in which terms of the Rent Account is located an irrevocable written instruction, in form and substance reasonably acceptable Space Leases to Lender, that all funds deposited in such account shall be automatically transferred paid through automated clearing house funds (“ACH”) or by Federal wire or by a check directly to the Central Rent Account. Borrower shall give each tenant under a Lease an irrevocable direction in the form of Exhibit E attached hereto and made a part hereof to deliver all rent payments made by tenants and other payments constituting Rent directly to the Rent Account prior and shall deliver copies of such letters to 5:00 p.m. Lender within two (New York City time2) on a Business Days of the Closing Date. Notwithstanding the foregoing, if any Rent is received by Borrower or Manager, then (a) such amounts shall be held in trust for the benefit, and as the property, of Lender, (b) such amounts shall not be commingled with any other funds or property of Borrower or Manager and (c) Borrower or Manager shall deposit such amounts in the Rent Account within two (2) Business Days of receipt or, provided no Event of Default has occurred and is continuing, with respect to any Rents received by Borrower or Manager in cash which relate to daily basistransient parking receipts and which do not relate to parking receipts for Persons with month-to-month or longer parking Leases, within ten (10) Business Days of receipt. On Upon execution of any Space Lease after the Closing Date, Borrower shall deliver to Lender a copy of the irrevocable notice direction letter referred to above, the receipt of which Borrower delivered has been acknowledged by the tenant under such Space Lease, or shall include the direction in such Space Lease. Pursuant to the Rent Account Agreement of even date herewith, the bank in which the Rent Account is located pursuant has been instructed that (a) prior to receipt of notice from Lender (a “Sweep Notice”) that an Event of Default has occurred, or after revocation by Lender of a Sweep Notice and prior to the provisions issuance of this Section 5.01a subsequent Sweep Notice, all funds deposited in the Rent Account shall be transferred to the Borrower Account not less often than one time per week, and (b) from and after the receipt of which is acknowledged in writing by such bank. Additionallya Sweep Notice from Lender, Borrower shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower or Manager has entered into merchant’s agreements (each, a “Credit Card Company”) a direction letter all funds deposited in the form of Exhibit G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods Rent Account shall be automatically transferred through ACH or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without Central Account prior to 1:00 p.m. (New York City time) on each Business Day until receipt by such bank of notice from Lender revoking the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction LetterSweep Notice. Lender may elect elect, after consultation with Borrower, to change the financial institution in which the Central Account shall be maintained; however, Lender shall give Borrower and the bank in which the Rent Account is located not fewer than five ten (510) Business Days’ prior notice of such change. Neither Borrower nor Manager shall change such bank or the Rent Account without the prior written consent of Lender. All fees and charges of the bank(s) in which the Rent Account and or the Central Account are is located shall be paid by Borrower.

Cash Flow. Borrower hereby acknowledges and agrees that (a) the Rents (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower and not applied towards Rent) derived from the Property, (b) Loss Proceeds and (c) all proceeds of the Rate Cap Agreement shall be utilized (a) to fund the Basic Carrying Costs Sub-AccountsAccount, (b) to pay all amounts to become due and payable under the Note by funding the Debt Service Payment Sub-Account, (c) to fund the Recurring Replacement Reserve Sub-Account, (d) to fund the SAOT Sub-Account, (e) to fund the Mez Payment Sub-Account, (f) to fund the Operation and Maintenance Expense Sub-Account to the extent required and (g) to fund the Curtailment Reserve Sub-Account. Borrower shall cause Manager to collect all security deposits from tenants under valid Leases, which shall be held by Manager, as agent for Borrower, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender (the “Security Deposit Account”). Borrower shall notify Lender of any security deposits held as letters of credit and, upon Lender’s request, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no prior to the occurrence of an Event of Default has occurred and is continuingDefault, Borrower may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid directly into the Rent Account, shall be delivered to Manager. Manager shall collect all of such Rent and shall deposit such funds, within one (1) Business Day after receipt thereof in the Rent Account, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager to Lender. Borrower shall cause Manager to give to the bank in which the Rent Account is located an irrevocable written instruction, in form and substance reasonably acceptable to Lender, that all funds deposited in such account shall be automatically transferred through automated clearing house funds (“ACH”) or by Federal wire to the Central Account prior to 5:00 p.m. (New York City time) on a daily basis. On the Closing Date, Borrower shall deliver to Lender a copy of the irrevocable notice which Borrower delivered to the bank in which the Rent Account is located pursuant to the provisions of this Section 5.01, the receipt of which is acknowledged in writing by such bank. Additionally, Borrower shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower or Manager has entered into merchant’s agreements (each, a “Credit Card Company”) a direction letter in the form of Exhibit G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction Letter. Lender may elect to change the financial institution in which the Central Account shall be maintained; however, Lender shall give Borrower and the bank in which the Rent Account is located not fewer than five (5) Business Days’ prior notice of such change. Neither Borrower nor Manager shall change such bank or the Rent Account without the prior written consent of Lender. All fees and charges of the bank(s) in which the Rent Account and the Central Account are located shall be paid by Borrower.

Cash Flow. Borrower hereby acknowledges and agrees that (a) Borrower has entered into that certain Central Account Agreement dated as of even date herewith by and among Xxxxxxxx, Mezzanine Borrower, Bank, Lender and Mezzanine Lender (the "Central Account Agreement"). From and after the date hereof, all Rents (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower and not applied towards Rent) derived from the Property), (b) Loss Proceeds and (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Sub-Accounts. Borrower shall cause Manager to collect all security deposits from deposited by tenants under valid Leases, which shall be held Leases into the Central Account maintained by Manager, as agent for Borrower, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory Bank. Prior to Lender (the “Security Deposit Account”). Borrower shall notify Lender of any security deposits held as letters of credit and, upon Lender’s request, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no Event of Default has occurred and is continuing, Borrower may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid directly into the Rent Account, shall be delivered to Manager. Manager shall collect all of such Rent and shall amounts on deposit such funds, within one (1) Business Day after receipt thereof in the Rent Account, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager to Lender. Borrower shall cause Manager to give to the bank in which the Rent Account is located an irrevocable written instruction, in form and substance reasonably acceptable to Lender, that all funds deposited in such account shall be automatically transferred through automated clearing house funds (“ACH”) or by Federal wire to the Central Account prior to 5:00 p.m. (New York City time) on a daily basis. On the Closing Date, Borrower shall deliver to Lender a copy of the irrevocable notice which Borrower delivered to the bank in which the Rent Account is located pursuant to the provisions of this Section 5.01, the receipt of which is acknowledged in writing by such bank. Additionally, Borrower shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower or Manager has entered into merchant’s agreements (each, a “Credit Card Company”) a direction letter in the form of Exhibit G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction Letter. Lender may elect to change the financial institution in which the Central Account shall be maintained; howeverregularly transferred by Bank to the Borrower's Operating Account, as more specifically described in the Central Account Agreement. From and after Bank's receipt of written notice of an Event of Default or the existence of an O&M Operative Period from Lender (a "Sweep Termination Notice") (which notice may be delivered by Lender in its sole and absolute discretion following the occurrence of an Event of Default, a copy of which shall be simultaneously sent to Mezzanine Lender and Borrower), or receipt of a Mezzanine Sweep Termination Notice from Mezzanine Lender, Bank shall cease making any transfers to Borrower from the Central Account and shall thereafter, transfer amounts on deposit in the Central Account to the Sub-Accounts pursuant to the disbursement instructions of Lender (consistent with the requirements of this Article V), as more specifically described in the Central Account Agreement. Funds deposited in the Sub-Accounts shall be applied to pursuant to Section 5.05 of this Security Agreement. Upon termination of the O&M Operative Period, provided that no Event of Default then exists and provided further that no Mezzanine Sweep Termination Notice has been sent and not rescinded, Lender shall give Borrower and the bank send Bank notice that amounts on deposit in which the Rent Account is located not fewer than five (5) Business Days’ prior notice of such change. Neither Borrower nor Manager shall change such bank or the Rent Account without the prior written consent of Lender. All fees and charges of the bank(s) in which the Rent Account and the Central Account are located shall (including, without limitation, the balance in any Sub Account) shall, again, be paid regularly transferred by Bank to the Borrower's Operating Account, as more specifically described in the Central Account Agreement.

Cash Flow. Borrower Mortgagor hereby acknowledges and agrees that (a) the Rents Rent (which for the purposes of this Section 5.01 shall not include security deposits from tenants under valid Leases held by Borrower Mortgagor and not applied towards Rent) derived from the PropertyMortgaged Property and Loss Proceeds shall be utilized (a) to fund the Basic Carrying Costs Sub-Account, (b) Loss Proceeds to pay all amounts to become due and payable under the Note by funding the Debt Service Payment Sub-Account, (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Recurring Replacement Reserve Sub-AccountsAccount, (d) to fund the Operation and Maintenance Expense Sub-Account to the extent required, and (e) to fund the Curtailment Reserve Sub-Account. Borrower Mortgagor shall cause the Manager to collect all security deposits from tenants under valid Leases, which shall be held by the Manager, as agent for BorrowerMortgagor, in accordance with applicable law and in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender Mortgagee (the “"Security Deposit Account”"). Borrower Mortgagor shall notify Lender Mortgagee of any security deposits held as letters of credit and, upon Lender’s Mortgagee's request, such letters of credit shall be promptly delivered to LenderMortgagee. Borrower Mortgagor shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no prior to the occurrence of an Event of Default has occurred and is continuingDefault, Borrower Mortgagor may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by LenderMortgagee, subject however, to tenant's rights under the Lease. All rental payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid directly into the Rent Central Account, shall be delivered to the Manager. The Manager shall collect all of such Rent and shall deposit such funds, within one two (12) Business Day after receipt thereof in the Rent Account, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager to LenderMortgagee. Borrower Mortgagor shall cause the Manager to give to the bank in which the Rent Account is located an irrevocable written instruction, in form and substance reasonably acceptable to Lender, instruction that all funds deposited in such account in excess of Five Hundred Dollars ($500.00) shall be automatically transferred through automated clearing house funds (“"ACH”") or by Federal wire to the Central Account prior to 5:00 p.m. (New York City time) on a daily twice weekly basis. On Within two (2) Business Days of the Closing Date, Borrower Mortgagor shall deliver to Lender Mortgagee a copy of the irrevocable notice which Borrower Mortgagor delivered to the bank in which the Rent Account is located pursuant to the provisions of this Section 5.01, the receipt of which is acknowledged in writing by such bank. Additionally, Borrower Mortgagor shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower Mortgagor or the Manager has entered into merchant’s 's agreements (each, a “"Credit Card Company”") a direction letter in the form of Exhibit G annexed hereto and made a part hereof (the “"Credit Card Payment Direction Letter”") directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Mortgaged Property by Federal wire or through ACH directly to the Rent Central Account. Without the prior written consent of LenderMortgagee, neither Borrower Mortgagor nor the Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction Letter. Lender Mortgagee may elect to change the financial institution in which the Central Account shall be maintained; however, Lender Mortgagee shall give Borrower Mortgagor and the bank in which the Rent Account is located not fewer than five (5) Business Days’ ' prior notice of such change. Neither Borrower Mortgagor nor Manager shall change such bank or the Rent Account without the prior written consent of LenderMortgagee. All fees and charges of the bank(s) in which the Rent Account and the Central Account are is located shall be paid by BorrowerMortgagor.

Cash Flow. Borrower hereby acknowledges and agrees that (a) the Rents Rent (which for the purposes of this Section 5.01 shall not include security deposits from tenants under Leases held by Borrower and not applied towards Rent) derived from the PropertyProperty and Loss Proceeds shall be utilized (a) to fund the Basic Carrying Costs Sub-Account, (b) Loss Proceeds to pay all amounts to become due and payable under the Note by funding the Debt Service Payment Sub-Account, (c) all proceeds of the Rate Cap Agreement shall be utilized to fund the Recurring Replacement Reserve Sub-AccountsAccount, (d)to fund the Operation and Maintenance Expense Sub-Account and (e) to fund the Mez Payment Sub-Account. Borrower shall cause Manager to collect all security deposits from tenants under valid Leases, which shall be held by Manager, as agent for Borrower, in accordance with applicable law law, and unless otherwise agreed to in writing by Xxxxxx, in a segregated demand deposit bank account at such commercial or savings bank or banks as may be reasonably satisfactory to Lender Xxxxxx (the “"Security Deposit Account”"). Borrower shall notify Lender of any security deposits held as letters of credit and, upon Lender’s Xxxxxx's request, such letters of credit shall be promptly delivered to Lender. Borrower shall have no right to withdraw funds from the Security Deposit Account; provided that, as long as no prior to the occurrence of an Event of Default has occurred and is continuingDefault, Borrower may withdraw funds from the Security Deposit Account to refund or apply security deposits as required by the Leases or by applicable Legal Requirements. After the occurrence and during the continuance of an Event of Default, all withdrawals from the Security Deposit Account must be approved by Lender. All rental payments made by tenants and other payments constituting Rent, other than direct payments by credit cards which shall be paid directly into the Rent Account, shall be delivered to ManagerXxxxxx. Manager shall collect all of such Rent and shall deposit such funds, funds within one (1) Business Day after receipt thereof in the Rent Account, the name and address of the bank in which such account is located and the account number of which to be identified in writing by Manager to Lender. Borrower shall, or shall cause the Manager to, cause the Rent Account Bank to give enter into a lockbox agreement in form and substance reasonably acceptable to Lender (the "Rent Account Agreement"). Pursuant to the Rent Account Agreement, the bank in which the Rent Account is located an irrevocable written instruction(the "Rent Account Bank") has been instructed that (a) prior to receipt of notice from Lender (a "Sweep Notice") that a Trigger Event has occurred, in form and substance reasonably acceptable to Lender, that all funds deposited in such account the Rent Account shall be transferred to the Borrower Account not less often than one time per week, and (b) from and after the receipt of a Sweep Notice from Lender, all funds deposited in the Rent Account shall be automatically transferred through automated automatic clearing house funds (“ACH”) or by Federal wire to the Central Account prior to 5:00 1:00 p.m. (New York City time) on a daily basiseach Business Day until receipt by such bank of notice from Lender revoking the Sweep Notice. On the Closing Date, Borrower Lender shall deliver to Lender a copy of the irrevocable notice which Borrower delivered to the bank in which provide the Rent Account is located pursuant to Bank with revocation of the provisions Sweep Notice promptly upon the cure of this Section 5.01, the receipt of which is acknowledged in writing by such bank. Additionally, Borrower shall, or shall cause Manager to send to each respective credit card company or credit card clearing bank with which Borrower or Manager has entered into merchant’s agreements (each, a “Credit Card Company”) a direction letter in the form of Exhibit G annexed hereto and made a part hereof (the “Credit Card Payment Direction Letter”) directing such Credit Card Company to make all payments due in connection with goods or services furnished at or in connection with the Property by Federal wire or through ACH directly to the Rent Account. Without the prior written consent of Lender, neither Borrower nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Payment Direction Letter in any manner or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as specifically provided in the related Credit Card Payment Direction LetterTrigger Event. Lender may elect to change the financial institution in which the Central Account shall be maintained; however, Lender shall give Borrower and the bank in which the Rent Account is located Bank not fewer than five (5) Business Days’ ' prior notice of such change. Neither Borrower nor Manager shall change such bank the Rent Account Bank or the Rent Account without the prior written consent of Lender. All fees and charges of the bank(s) in which the Rent Account and the Central Account are is located shall be paid by Borrower. Borrower grants to Lender an irrevocable power of attorney coupled with an interest for the purpose of executing any Lockbox Agreement in the event Borrower fails to deliver any executed Lockbox Agreement to Lender.