Common use of Cash Management Account Clause in Contracts

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

Cash Management Account. (a) During Borrower has caused Mortgage Borrower to establish the term Clearing Account and Cash Management Account, which Clearing Account and Cash Management Account shall be under the sole dominion and control of the Loan, Mortgage Lender. Borrower shall will cause Mortgage Borrower and Senior Mezzanine Borrower to at all times comply with the provisions of Section 2.6.3 10.1 and 10.2 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require Agreement. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the establishment of the Clearing Account or Cash Management Account and will notify Lender of the account numbers thereof. Mortgage Lender shall have the sole right to be held by make withdrawals from the Clearing Account and in trust for the benefit of Mortgage Lender. All Cash Management Account and all costs and expenses for establishing and maintaining the Clearing Account and Cash Management Account shall be paid by Mortgage Borrower. Borrower shall direct, or cause Mortgage Borrower to direct, that all cash distributions from the Cash Management Account be paid to Lender in accordance with the Cash Management Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into the Senior Mezzanine Loan Subaccount and Junior Mezzanine Loan Subaccount maintained in accordance with the Cash Management Agreement. Disbursements from the Senior Mezzanine Loan Subaccount and Junior Mezzanine Loan Subaccount will be made in accordance with the terms and conditions of the Cash Management Agreement. (b) Borrower The insufficiency of funds on deposit in the Senior Mezzanine Loan Subaccount shall not cause relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or permit Mortgage Borrower or Operating Company to further pledge, assign or grant circumstance whatsoever other than any security interest in notices expressly required by the Cash Management Account or terms of the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretoLoan Documents. (c) All funds on deposit in the Senior Mezzanine Loan Subaccount following the occurrence and during the continuation of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement only for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under the Mortgage Loan Documents. If Borrower is required Agreement and the other Mortgage Loan Documents and Lender shall provide prompt written notice thereof to deposit amounts with Borrower. (e) In the event Mortgage Lender pursuant to Article VII hereof, Borrower shall establish a cash management account waives the terms and system with Lender substantially the same as that required under conditions of the Mortgage Loan Documents relating to cash management (including, without limitation, those relating to the Cash Management Account), or the Mortgage Loan has been repaid in full, Borrower shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender in replacement and substitution thereof, substitute accounts which shall otherwise comply with be subject to all of the provisions of Section 2.6.2 of same terms and conditions applicable under the Mortgage Loan Documents, (ii) execute any amendments to this Agreement and/or the Loan Documents implementing the waived cash management provisions as may be required by Lender and grant shall cause Mortgage Borrower to acknowledge and agree to the same and (iii) remit to Lender security interests (and shall cause Mortgage Borrower to remit to Lender) any funds remaining in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Clearing Account and Cash Management Account.

Cash Management Account. (a) During the term of the LoanTerm, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower and Senior Mezzanine Borrower hereby grants to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account. Lender and Servicer on behalf of Mortgage Lender. All Lender shall have the sole right to make withdrawals from the Cash Management Account and all reasonable out-of-pocket costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property (except for any contribution of a Property from Borrower to Borrower TRS permitted under the terms of this Agreement), Borrower or Borrower TRS, as applicable, shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Borrower shall cause all Cap Receipts to be paid directly to the Cash Management Account. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof; provided, that Insurance Proceeds and Condemnation Proceeds shall be handled in accordance with Sections 5.2, 5.3 and 5.4. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not cause actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or permit Mortgage Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Operating Company Manager shall have any right or authority to further pledge, assign or grant any security interest in give instructions with respect to the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretoSubaccounts. (cg) Borrower hereby acknowledges and agrees that in the event that Cash Management Account Bank shall comply with (i) the Mortgage Loan Documents require Mortgage instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower and/or Operating Company or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to maintain the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections (other than Insurance Proceeds and Condemnation Proceeds, which shall be deposited into the Casualty and Condemnation Subaccount pursuant to the terms hereof) into any account other than a Rent Deposit Account or the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank a cash management account into which income from the Properties will be deposited (the “Cash Management Account”), subject to and in accordance with the terms hereof. As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Cash Management Bank to execute and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement deliver an agreement (as applicablemodified or replaced in accordance herewith, a “Cash Management Agreement”) which may require provides, inter alia, that no party other than Lender and Servicer shall have the establishment right to withdraw funds from the Cash Management Account. The fees and expenses of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account Bank shall be paid by Mortgage Borrower. (b) Subject to the requirements of the Encumbered Property Debt Documents, within five Business Days following the Closing Date, Borrower shall deliver to each Tenant in the Properties (except for Tenants at Other Properties) a written notice (a “Tenant Notice”) in the form of Exhibit D instructing that (i) all payments under the Leases shall thereafter be transmitted by them directly to, and deposited directly into, the Cash Management Account or a Blocked Account and (ii) such instruction may not cause or permit Mortgage be rescinded unless and until such Tenant receives from Borrower or Operating Company Lender a copy of Lender’s written consent to further pledgesuch rescission or Lender’s written notice that the Loan has been repaid in full. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Subject to the Encumbered Property Debt Documents and any Qualified Joint Venture Agreement, assign Borrower shall cause (i) all cash Revenues relating to the Properties (other than the Encumbered Properties and the TRS Properties) and all other money received by Borrower or grant any the Approved Property Manager (other than tenant security interest deposits required to be held in escrow accounts) with respect to the Properties (other than the Encumbered Properties and the TRS Properties) to be deposited in the Cash Management Account or a Blocked Account by the monies deposited therein end of the first Business Day following Borrower’s or permit any lien or encumbrance to attach thereto, or any levy the Approved Property Manager’s receipt thereof and (ii) all Distributions to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that deposited in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being or a Blocked Account by the end of the second Business Day following Borrower’s receipt thereof. “Blocked Account” means an Eligible Account maintained and with a financial institution reasonably satisfactory to Lender that enters into a blocked account agreement or similar irrevocable direction instruction (iias modified or replaced in accordance herewith, the “Blocked Account Agreement”) reasonably satisfactory to Lender pursuant to which such financial institution will remit, at the end of each Business Day, all amounts contained therein to an account specified by Lender (Lender hereby agreeing to specify the Cash Management Account so long as no Event of Default has occurred and is not being maintained under then continuing). For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, no amounts shall be deposited into the Cash Management Account with respect to any Encumbered Property or TRS Property, except for Distributions pursuant to Section 2.6.3 5.23. Notwithstanding the foregoing, provided no Event of the Senior Mezzanine Loan AgreementDefault is continuing, Borrower shall establish a cash management account and system with Lender substantially not be required to deposit into the same as Cash Management Account the proceeds from the permitted sale of any Disposition Assets, except to the extent that required under the Mortgage Loan Documents. If Borrower is required hereunder to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant pay to Lender security interests a Release Price or other amount in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)connection therewith.

Cash Management Account. (a) During Upon the term occurrence of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the a Cash Management Period, Lender shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by and Deposit Bank in trust for the benefit of Mortgage Lender, which Cash Management Account shall be under the sole dominion and control of Lender. All The Cash Management Account shall be entitled “GMR MEMPHIS, LLC, GMR PLANO, LLC, GMR MELBOURNE, LLC AND GMR WESTLAND, LLC, as pledgor, for the benefit of Cantor Commercial Real Estate Lending, L.P., as Secured Party – Cash Management Account,” or such other name as required by Lender from time to time. Lender will also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). Borrower (i) hereby grants to Lender a first priority security interest in the Cash Management Account and the Subaccounts and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account and the Subaccounts, including, without limitation, filing or authorizing Lender to file UCC-1 financing statements and continuations thereof. Borrower will not in any way alter, modify or close the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and the Subaccounts and all costs and expenses for establishing and maintaining the Cash Management Account and the Subaccounts shall be paid by Mortgage Borrower. All monies now or hereafter deposited into the Cash Management Account and the Subaccounts shall be deemed additional security for the Debt. (b) Borrower Provided no Event of Default shall have occurred and be continuing, on each Payment Date (or, if such Payment Date is not cause or permit Mortgage Borrower or Operating Company to further pledgea Business Day, assign or grant any security interest on the immediately preceding Business Day) all funds on deposit in the Cash Management Account shall be applied by Lender (or by Deposit Bank at Lender’s direction) to the monies deposited therein or permit any lien or encumbrance payment of the following items in the order indicated: (i) First, payment to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as (for deposit in the secured partyTax and Insurance Escrow Account) in respect of the Tax and Insurance Escrow Funds in accordance with the terms and conditions of Section 7.2 hereof, to be filed disbursed as set forth in this Agreement; (ii) Second, payment to Deposit Bank of the fees and expenses of Deposit Bank then due and payable pursuant to the Cash Management Agreement; (iii) Third, payment to Lender of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the Outstanding Principal Balance; (iv) Fourth, payment to Lender (for deposit in the Replacement Reserve Account) in respect of the Replacement Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.3.1 hereof, if the Replacement Reserve Cap Condition is not satisfied; (v) Fifth, payment to Lender (for deposit in the Rollover Reserve Account) in respect of the Rollover Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.4.1 hereof, if the Rollover Reserve Cap Conditions are not satisfied; (vi) Sixth, payment to Lender of any other amounts then due and payable under the Loan Documents (other than the Outstanding Principal Balance); (vii) Seventh, payment to Borrower in an amount equal to the aggregate of (A) operating expenses due and payable by Borrower during the succeeding month with respect theretoto all of the Properties as set forth in the Approved Annual Budget, and (B) Extraordinary Expenses, if any, approved by Lender, which approval shall not be withheld if the same is necessary to prevent personal injury, damage to a Property or a default under any Lease; (viii) Eighth, if a Lease Trigger Period is then continuing, payment of all amounts then remaining after payment of items (i) through (vii) (all amounts then remaining after payment of items (i) through (vii) being hereinafter referred to as “Excess Cash”) to the Occupancy Reserve Account in accordance with the terms and conditions of Section 7.7 hereof, if the Occupancy Reserve Cap Condition is not satisfied; (ix) Ninth, if a Cash Trap Period is then continuing but no Lease Trigger Period is then continuing (or the Occupancy Reserve Cap Condition is satisfied), then payment of all Excess Cash to the Excess Cash Reserve Account in accordance with the terms and conditions of Section 7.5 hereof; and (x) Lastly, if no Lease Trigger Period (or the Occupancy Reserve Cap Condition is satisfied) or Cash Trap Period is then continuing, all Excess Cash to Borrower’s Account. (c) Borrower hereby agrees that The insufficiency of funds on deposit in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is shall not being maintained relieve Borrower of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (iid) Notwithstanding Section 2.7.2(b) above, following the occurrence of an Event of Default and during the continuance thereof, all funds on deposit in the Cash Management Account is not being maintained under Section 2.6.3 of may be applied by Lender in such order and priority as Lender shall determine in its sole discretion until the Senior Mezzanine Loan Agreement, Debt has been paid in full. (e) Borrower shall establish a cash management account and system hereby agrees to reasonably cooperate with Lender substantially with respect to any requested modifications to the same as that Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the Mortgage other Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

Cash Management Account. (a) During Lender or Servicer may establish and maintain (upon the term occurrence of an Event of Default, or at such time as Lender or Servicer shall determine) a segregated Eligible Account (the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the “Cash Management Account Account”) to be held by and Servicer in trust for the benefit of Mortgage Lender. The Cash Management Account shall be under the sole dominion and control of Lender (which may be exercised through Servicer). Lender (and its agents, including Servicer) shall have the sole right to make withdrawals from the Cash Management Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. (b) Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses for establishing and maintaining the Cash Management Account (and any sub account thereof) shall be paid by Mortgage at Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto’s sole cost and expense. (c) Borrower hereby agrees that in shall be responsible for payment of any federal, state or local income or other tax applicable to the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, interest or otherwise) income earned on the Cash Management Account and any sub-account thereof. The Cash Management Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not being maintained subject to any back-up withholding under the Code. (d) Upon the occurrence and (ii) during the continuance of an Event of Default, all funds on deposit in the Cash Management Account is shall be applied by Lender in such order and priority as Lender shall determine. (e) The insufficiency of funds on deposit in the Cash Management Account shall not being maintained under Section 2.6.3 of relieve Borrower from the Senior Mezzanine Loan Agreementobligation to make any payments, Borrower shall establish a cash management account as and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender when due pursuant to Article VII hereof, Borrower shall establish a cash management account this Agreement and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage other Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lenderobligations shall be separate and independent, as if such provisions were incorporated herein for the benefit of Lender)and not conditioned on any event or circumstance whatsoever.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Bank in trust and for the sole benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “LLH TRS FSS RE Holdings, LLC CMA FBO Xxxxxxx Xxxxx Bank USA, Xxxxxx Xxxxxxx Bank, N.A. and JPMorgan Chase Bank, National Association and their successors and assigns as Lender.” Borrower and Senior Mezzanine Borrower hereby grants to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage Lenderthe account number thereof. All Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) Borrower hereby agrees shall establish and maintain a segregated Eligible Account (the “Operating Account”) into which amounts may be deposited from time to time pursuant to Section 2.6.4 (Lender agreeing that such account may be the account owned by Lineage Bedford Park RE 2, LLC). Borrower shall not permit any amounts unrelated to the Property to be commingled with amounts on deposit in the event Operating Account. Notwithstanding the foregoing, Borrower hereby represents and warrants that (i) any prior security interest in the Mortgage Loan Documents require Mortgage Operating Account has been terminated on or prior to the Closing Date. Borrower and/or hereby grants to Lender a first priority security interest in the Operating Company Account and all deposits at any time contained therein and the proceeds thereof and authorizes Lender to maintain file UCC-1 Financing Statements and continuations thereof in order to provide Lender a perfected first priority security interest in the Operating Account. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect. Borrower will notify Lender of the account number of the Operating Account. So long as no Event of Default is continuing, Borrower shall be permitted to withdraw amounts from the Operating Account in Xxxxxxxx’s sole and absolute discretion. During the continuance of an Event of Default, upon the receipt of written notice by Xxxxxxxx from Lender, all amounts contained in the Operating Account shall be remitted to the Cash Management Account. (d) Borrower hereby agrees that Lender may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower. Lender shall have the right, but upon written notice to Xxxxxxxx and after execution by Xxxxxx and the applicable Eligible Institution of all agreements and documents required (due if any) for Borrower to repayment comply with the provisions of this Section 2.6.2, to change the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) Eligible Institution at which the Cash Management Account is maintained; provided, however, that (notwithstanding the foregoing, and notwithstanding anything to the contrary in the Cash Management Agreement), so long as no Event of Default has occurred and is then continuing, any such change shall be subject to the prior written approval of Borrower, provided that Borrower’s failure to grant such approval shall not being maintained have an adverse economic impact on Lender, and provided that such approval shall not be unreasonably withheld, conditioned or delayed. (iie) All funds on deposit in the Cash Management Account is not being maintained under Section 2.6.3 following the occurrence and during the continuance of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with an Event of Default may be applied by Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, order and priority as if such provisions were incorporated herein for the benefit of Lender)Lender shall determine.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank a cash management account into which income from the Property will be deposited (the "Cash Management Account"), which account shall be owned by Borrower but remain under the sole and exclusive control (as defined in the New York Uniform Commercial Code) of Lender. As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Cash Management Bank to execute and Senior Mezzanine Borrower deliver an agreement (as amended, restated, replaced, supplemented or otherwise modified in accordance herewith, a "Cash Management Agreement") that provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from the Cash Management Account and that the Cash Management Bank shall comply with Section 2.6.3 all instructions and entitlement orders of Lender relating to the Mortgage Loan Agreement Cash Management Account and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment other Collateral Accounts, in each case, without the consent of Borrower or any other Person. The fees and expenses of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account Bank shall be paid by Mortgage Borrower. (b) Within five Business Days following the Closing Date, Borrower shall deliver to each Tenant in the Property a written notice (a "Tenant Notice") in the form of Exhibit B instructing that (i) all payments under the Leases shall thereafter be transmitted by them directly to, and deposited directly into, the Cash Management Account or a Blocked Account, and (ii) such instruction may not cause or permit Mortgage be rescinded unless and until such Tenant receives from Borrower or Operating Company Lender a copy of Lender's written consent to further pledgesuch rescission. Upon request of Lender, assign Borrower shall send a copy of each such written notice to Lender. Borrower shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause all cash Revenues relating to the Property and all other money received by Borrower or grant any the Approved Property Manager with respect to the Property (other than tenant security interest deposits held in accordance with Legal Requirements) to be deposited in the Cash Management Account or a Blocked Account by the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment end of the Mortgage Loanfirst Business Day following Borrower's or the Approved Property Manager's receipt thereof. "Blocked Account" means an Eligible Account maintained with a financial institution satisfactory to Lender and Borrower that enters into a blocked account agreement in form and substance satisfactory to Lender (as amended, waiver restated, replaced, supplemented or otherwise modified in accordance herewith, the "Blocked Account Agreement") satisfactory to Lender pursuant to which such financial institution will remit, at the end of the requirement each Business Day, all amounts contained therein to an account specified by Mortgage Lender, or otherwise) Lender (Lender hereby agreeing to specify the Cash Management Account so long as no Event of Default has occurred and is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lenderthen continuing).

Cash Management Account. (a) During On or about the term date hereof, a segregated Eligible Account (the “Cash Management Account”) shall be established and maintained with Agent in Borrower’s name for the benefit of Lender in accordance with the LoanCash Management Agreement, which Cash Management Account shall be under the sole dominion and control of Lender. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower hereby grants to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including filing UCC-1 Financing Statements and in trust for continuations thereof. Lender and Servicer shall have the benefit of Mortgage Lender. All sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company instruct Clearing Bank to further pledgetransfer on each Business Day during the term of the Loan, assign or grant any security interest all amounts on deposit in the Clearing Account to the Cash Management Account to be applied in accordance with the Cash Management Agreement. The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default and Lender’s acceleration of the Debt or any Bankruptcy Action of Borrower may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “CPLV Property Owner LLC as Borrower and Senior Mezzanine Borrower JPMorgan Chase Bank, National Association et al., as Lender, pursuant to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (dated as applicable) which may require the establishment of October 6, 2017 – Cash Management Account.” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage Lenderthe account number thereof. All Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) Except as otherwise expressly provided in this Agreement or the CPLV Lease SNDA, all funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that Lender may establish additional sub-accounts in connection with any payments otherwise required under this Agreement and the event that (i) the Mortgage other Loan Documents require Mortgage and Lender shall provide notice thereof to Borrower and/or Operating Company and Borrower hereby agrees to maintain enter into any reasonable amendments to the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts Agreement for the benefit purpose of Lender, as if reflecting such provisions were incorporated herein for the benefit of Lender)additional sub-accounts.

Cash Management Account. (a) During Upon the term occurrence of a Cash Sweep Event, a segregated Eligible Account (the Loan“Cash Management Account”) shall be established and maintained with Agent in Borrower’s name for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower hereby grants to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, at Lxxxxx’s request, filing UCC-1 Financing Statements and in trust for continuations thereof. Lender and Servicer shall have the benefit of Mortgage Lender. All sole right to make withdrawals from the Cash Management Account and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) Borrower hereby agrees that All funds on deposit in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is during the continuance of an Event of Default or any Bankruptcy Action of Borrower may be applied by Lender in such order and priority as Lender shall determine. Upon cessation (or waiver) of such Event of Default or Bankruptcy Action, all such funds (to the extent same have not being maintained and been applied to the Debt) shall be returned to the Clearing Account. (iid) Bxxxxxxx hereby agrees that Lender may, at no cost or expense of Borrower, modify the Cash Management Account is not being maintained under Section 2.6.3 Agreement for the sole purpose of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During the term of the LoanTerm, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower and Senior Mezzanine Borrower hereby grants to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC‑1 financing statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account. Lender and Servicer on behalf of Mortgage Lender. All Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower or Borrower TRS, as applicable, shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Borrower shall cause all Cap Receipts to be paid directly to the Cash Management Account. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof; provided, that Insurance Proceeds and Condemnation Proceeds shall be handled in accordance with Sections 5.2, 5.3 and 5.4. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not cause actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or permit Mortgage Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Operating Company Manager shall have any right or authority to further pledge, assign or grant any security interest in give instructions with respect to the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretoSubaccounts. (cg) Borrower hereby acknowledges and agrees that in the event that Cash Management Account Bank shall comply with (i) the Mortgage Loan Documents require Mortgage instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower and/or Operating Company or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to maintain the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

Cash Management Account. (a) During Borrower has caused Mortgage Borrower to establish the term Clearing Account and Cash Management Account, which Clearing Account and Cash Management Account shall be under the sole dominion and control of the Loan, Mortgage Lender. Borrower shall will cause Mortgage Borrower and Senior Mezzanine Borrower to at all times comply with the provisions of Section 2.6.3 10.1 and 10.2 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require Agreement. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the establishment of the Clearing Account or Cash Management Account and will notify Lender of the account numbers thereof. Mortgage Lender shall have the sole right to be held by make withdrawals from the Clearing Account and in trust for the benefit of Mortgage Lender. All Cash Management Account and all costs and expenses for establishing and maintaining the Clearing Account and Cash Management Account shall be paid by Mortgage Borrower. Borrower shall direct, or cause Mortgage Borrower to direct, that all cash distributions from the Cash Management Account be paid to Lender in accordance with the Cash Management Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into the Senior Mezzanine Loan Subaccount maintained in accordance with the Cash Management Agreement. Disbursements from the Senior Mezzanine Loan Subaccount will be made in accordance with the terms and conditions of the Cash Management Agreement. (b) Borrower The insufficiency of funds on deposit in the Senior Mezzanine Loan Subaccount shall not cause relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or permit Mortgage Borrower or Operating Company to further pledge, assign or grant circumstance whatsoever other than any security interest in notices expressly required by the Cash Management Account or terms of the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretoLoan Documents. (c) All funds on deposit in the Senior Mezzanine Loan Subaccount following the occurrence and during the continuation of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement only for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under the Mortgage Loan Documents. If Borrower is required Agreement and the other Mortgage Loan Documents and Lender shall provide prompt written notice thereof to deposit amounts with Borrower. (e) In the event Mortgage Lender pursuant to Article VII hereof, Borrower shall establish a cash management account waives the terms and system with Lender substantially the same as that required under conditions of the Mortgage Loan Documents relating to cash management (including, without limitation, those relating to the Cash Management Account), or the Mortgage Loan has been repaid in full, Borrower shall promptly (i) notify Lender of the same and establish and maintain with Lender and for the benefit of Lender in replacement and substitution thereof, substitute accounts which shall otherwise comply with be subject to all of the provisions of Section 2.6.2 of same terms and conditions applicable under the Mortgage Loan Documents, (ii) execute any amendments to this Agreement and/or the Loan Documents implementing the waived cash management provisions as may be required by Lender and grant shall cause Mortgage Borrower to acknowledge and agree to the same and (iii) remit to Lender security interests (and shall cause Mortgage Borrower to remit to Lender) any funds remaining in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Clearing Account and Cash Management Account.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Lockbox Bank a lockbox account into which income from the Property will be deposited (the “Lockbox Account”). As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Lockbox Bank to execute and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement deliver an agreement (as applicablemodified or replaced in accordance herewith, a “Lockbox Account Agreement”) which provides, inter alia, that Borrower shall have no access to funds in the Lockbox Account and that at the end of each Business Day the Lockbox Bank will remit all amounts contained therein directly into an Eligible Account specified from time to time by Lender (the “Cash Management Account”). Within five Business Days following the Closing Date, Borrower shall deliver to each Tenant in the Property a written notice (a “Tenant Notice”) in the form of Exhibit B instructing that (i) all payments under the Leases shall thereafter be remitted by them directly to, and deposited directly into, the Lockbox Account, and (ii) such instruction may require not be rescinded unless and until such Tenant receives from Borrower or Lender a copy of Lender’s written consent to such rescission. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause all cash Revenues relating to the establishment of Property and all other money received by Borrower or the Approved Property Manager with respect to the Property (other than tenant security deposits required to be held in escrow accounts) to be deposited in the Lockbox Account or the Cash Management Account to be held by and in trust for the benefit end of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage first Business Day following Borrower’s or the Approved Property Manager’s receipt thereof. (b) Borrower Lender shall not cause have the right at any time and from time to time in its sole discretion to change the Eligible Institution at which any one or permit Mortgage Borrower or Operating Company to further pledge, assign or grant more of the Collateral Accounts (other than the Lockbox Account) is maintained (and in the case of any security interest such change in respect of the Cash Management Account, Lender shall deliver not less than five Business Days’ prior written notice to Borrower and the Lockbox Bank. In addition, during the continuance of an Event of Default or if the Lockbox Bank fails to comply with the Lockbox Account Agreement or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy ceases to be made thereonan Eligible Institution, or Lender shall have the right at any UCC-1 Financing Statementstime, except those naming Mortgage Lender as the secured partyupon not less than 30 days’ prior written notice to Borrower, to replace the Lockbox Bank with any Eligible Institution at which Eligible Accounts may be filed with respect theretomaintained that will promptly execute and deliver to Lender a Lockbox Account Agreement satisfactory to Lender. (c) Borrower hereby agrees that shall maintain at all times an Operating Account into which amounts may be deposited from time to time pursuant to Section 3.2(b). Borrower shall not permit any amounts unrelated to the Property to be commingled with amounts on deposit in the event Operating Account and shall cause all amounts payable with respect to Operating Expenses for the Property to be paid from the Operating Account or the Cash Management Account (to the extent required or permitted hereunder) and no other account. Borrower shall deliver to Lender each month the monthly bank statement related to such Operating Account. So long as no Event of Default is continuing, Borrower shall be permitted to withdraw amounts from the Operating Account for the purpose of paying bona fide Property expenses incurred in accordance with this Agreement; and provided no Event of Default or Trigger Period is continuing, Borrower shall be permitted to make equity distributions from amounts remaining therein after Property expenses that (i) are then due and payable have been paid. During the Mortgage Loan Documents require Mortgage Borrower and/or continuance of an Event of Default, all amounts contained in the Operating Company Account shall be remitted to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

Cash Management Account. (a) During the term of the Loana Cash Sweep Period, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “PHR STPFL, LLC and PHR STPFL OPCO SUB, LLC, as Borrower and Senior Mezzanine Wxxxx Fargo Bank, National Association, as Trustee for Lender- Cash Management Account” or such other name as Lender shall approve. Borrower hereby grants to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account without Lender’s prior written consent and will notify Lender of Mortgage Lenderthe account number thereof. All Lender and Servicer shall have the right to make withdrawals from the Cash Management Account in accordance with the Cash Management Agreement and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower; provided, however, that if the Cash Management Account is with an Eligible Institution selected by Lender, such costs and expenses shall be reasonable market costs and expenses, consistent with those charged by such Eligible Institution in connection with similar mortgage loans. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. 43 (c) Except as set forth in Section 5.2 of the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed Cash Management Agreement with respect theretoto Custodial Funds and Approved Payroll and Utility Costs and as otherwise set forth in this Agreement, all funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default or a Bankruptcy Trigger Event may be applied by Lender to the Debt (until paid in full) in such order and priority as Lender shall determine. (cd) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide prior written notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Lockbox Bank one or more lockbox accounts into which all Master Lease Rents and all other income from the Properties received by Borrower will be deposited (the “Lockbox Account”). As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage the Lockbox Bank to execute and deliver an agreement (as modified or replaced in accordance herewith, a “Lockbox Account Agreement”) which provides, inter alia, that Borrower shall have no access to funds in the Lockbox Account and Senior Mezzanine Borrower that at the end of each Business Day the Lockbox Bank will remit all amounts (other than any minimum balance required to comply with Section 2.6.3 be retained therein pursuant to the terms of the Mortgage Loan Agreement Lockbox Account Agreement) contained therein directly into a segregated Eligible Account specified from time to time by Lender (the “Cash Management Account”). Borrower hereby represents and Senior Mezzanine Loan Agreement warrants that the Rent Instruction directs Master Tenant to deposit all Master Lease Rents payable pursuant to the Master Lease directly into the Lockbox Account. Borrower shall deliver to each Tenant (other than Master Tenant) in the applicable Property a written notice (a “Tenant Notice”) in the form of Exhibit B instructing that (i) all payments under the Leases shall thereafter be remitted by them directly to, and deposited directly into, the Lockbox Account, and (ii) such instruction may not be rescinded unless and until such Tenant receives from Borrower or Lender a copy of Lender’s written consent to such rescission. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as applicablesuch Tenant complies therewith. Borrower shall cause all cash Revenues relating to the Properties and all other money received by Borrower with respect to the Properties (other than tenant security deposits required to be held in escrow accounts) which may require to be deposited in the establishment of Lockbox Account or the Cash Management Account to be held by and in trust for the benefit end of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage first Business Day following Borrower’s receipt thereof. (b) Lender shall have the right at any time and from time to time in its sole discretion to change the Eligible Institution at which any one or more of the Collateral Accounts (other than the Lockbox Account) is maintained, provided that, if no Event of Default is then continuing, such replacement Eligible Institution shall be subject to the consent of Borrower shall (such consent not cause to be unreasonably withheld, conditioned or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest delayed) (and in the Cash Management Account or the monies deposited therein or permit case of any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with such change in respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain of the Cash Management Account, but (due Lender shall deliver not less than five Business Days’ prior written notice to repayment Borrower and the Lockbox Bank). In addition, during the continuance of the Mortgage Loan, waiver an Event of the requirement by Mortgage LenderDefault, or otherwise) if the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required Lockbox Bank fails to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of Lockbox Account Agreement or ceases to be an Eligible Institution, Lender shall have the Mortgage Loan Documentsright at any time, upon not less than 30 days’ prior written notice to Borrower, to replace the Lockbox Bank with any Eligible Institution at which Eligible Accounts may be maintained that will promptly execute and grant deliver to Lender security interests in such accounts for the benefit of a Lockbox Account Agreement satisfactory to Lender, as if such provisions were incorporated herein for the benefit of Lender).

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Xxxxxx Xxxxxx Center, LLC as Borrower and Senior Mezzanine Borrower JPMorgan Chase Bank, National Association, as Lender, pursuant to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (dated as applicable) which may require the establishment of April 29, 2011 - Cash Management Account.” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage Lenderthe account number thereof. All Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of a Cash Sweep Event other than a DSCR Trigger Event and provided the same is not the subject of a Cash Sweep Event Cure may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank a cash management account into which income from the Property will be deposited (the “Cash Management Account”), which account shall be owned by Borrower but controlled by Lender. As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Cash Management Bank to execute and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement deliver an agreement (as applicablemodified or replaced in accordance herewith, a “Cash Management Agreement”) which may require provides, inter alia, that no party other than Lender and Servicer shall have the establishment right to withdraw funds from the Cash Management Account. The fees and expenses of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account Bank shall be paid by Mortgage Borrower. (b) Within five Business Days following the Closing Date, Borrower shall deliver to each Tenant in the Property a written notice (a “Tenant Notice”) in the form of Exhibit B instructing that (i) all payments under the Leases shall thereafter be transmitted by them directly to, and deposited directly into, the Cash Management Account or a Blocked Account, and (ii) such instruction may not cause or permit Mortgage be rescinded unless and until such Tenant receives from Borrower or Operating Company Lender a copy of Lender’s written consent to further pledgesuch rescission. Upon request of Lender, assign Borrower shall send a copy of each such written notice to Lender. Borrower shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause all cash Revenues relating to the Property and all other money received by Borrower or grant any the Approved Property Manager with respect to the Property (other than tenant security interest deposits held in accordance with Legal Requirements) to be deposited in the Cash Management Account or a Blocked Account by the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment end of the Mortgage Loanfirst Business Day following Borrower’s or the Approved Property Manager’s receipt thereof. “Blocked Account” means an Eligible Account maintained with a financial institution satisfactory to Lender and Borrower that enters into a blocked account agreement (as modified or replaced in accordance herewith, waiver the “Blocked Account Agreement”) satisfactory to Lender pursuant to which such financial institution will remit, at the end of the requirement each Business Day, all amounts contained therein to an account specified by Mortgage Lender, or otherwise) Lender (Lender hereby agreeing to specify the Cash Management Account so long as no Event of Default has occurred and is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lenderthen continuing).

Cash Management Account. (a) During A Collection Account (as defined below) shall be established on the Effective Date, and during the term of the Loan, all Gross Income shall be deposited in the Collection Account pursuant to the terms hereof and the Cash Management Agreement. Borrower hereby agrees that Borrower (i) shall execute the Tenant Redirect Letters addressed to each existing tenant on the Effective Date and to each future tenant executing an approved Lease subsequent to the Effective Date and (ii) shall, upon execution thereof, deliver such Tenant Redirect Letters to Lender. Lender is hereby authorized to deliver such Tenant Redirect Letters to the tenants at the Property upon the occurrence of an Event of Default. Lender agrees to execute and deliver letters to the tenants terminating such Tenant Redirect Letters on written request by Borrower after repayment of the Loan and all obligations secured by the Deed of Trust. In connection therewith, the “Collection Account” shall be a non-interest bearing demand deposit account in the name of Borrower with a bank approved by Lender in writing, it being understood that Lender hereby approves Bank of America (the “Clearing Bank”). Borrower shall cause Mortgage all Gross Income to be deposited into the Collection Account within two (2) Business Day following Borrower’s receipt thereof. (b) Within ten (10) days following the end of each calendar month, Borrower shall cause to be prepared and Senior Mezzanine delivered to Lender a written statement in a form acceptable to Lender (“Cash Application Statement”) detailing the items of Gross Income received for such calendar month; the Operating Expenses to which Gross Income shall have been applied by Borrower for such calendar month (including a comparison to comply with Section 2.6.3 the Operating Budget), or the portion thereof, paid out of Gross Income or amounts on deposit in any accounts (including the Mortgage Loan Agreement Collection Account or the Cash Management Account (hereinafter defined) following an Event of Default and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment implementation of the Cash Management Account) for such calendar month; amounts funded into the Tax and Insurance Reserve Account, the Capital Expenditure Reserve Account, the Deferred Maintenance and Environmental Reserve Account and the Interest Reserve Account, if any; amounts paid to Property Manager, if any; and the amount of any distributions made to Borrower during such month pursuant to Section 2.10 above. (c) After the Collection Account has been established, funds deposited in the Collection Account shall be held swept by the Clearing Bank on a daily basis into the Borrower’s operating account at Clearing Bank, unless an Event of Default shall be continuing, in which event such funds shall be swept on a daily basis into a non-interest bearing account (the “Cash Management Account”) controlled by Lender in Borrower’s name at a bank selected by Lender (the “Cash Management Bank”). Upon the occurrence and during the continuance of an Event of Default (or Events of Default), no funds in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) distributed to Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest and all funds in the Cash Management Account shall be applied and utilized in Lender’s sole and absolute discretion. If and to the extent that Lender shall determine that (xx) Borrower shall have failed to cause any Gross Income or funds in the monies deposited therein or permit any lien or encumbrance Collection Account to attach theretobe applied in the manner required hereunder, or any levy (yy) Borrower did not use such funds as required hereunder, then within two (2) Business Days following written notice thereof from Lender to Borrower, Borrower shall cause such misapplied Gross Income or funds in the Collection Account to be made thereonrestored into the Collection Account and/or applied in the manner required under this Agreement, as directed by Lender. Notwithstanding anything to the contrary contained in this section, Borrower shall have no right to receive any funds from the Collection Account at any time after the occurrence and during the continuance of an Event of Default, or at any UCC-1 Financing Statementstime following maturity or acceleration of the Loan. As additional security for Borrower’s performance under this Agreement and the other Loan Documents, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in irrevocably pledges to Lender, and grants Lender a lien on, the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Collection Account and the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to all funds on deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for at any time and all proceeds and products thereof to secure all of Borrower’s obligations hereunder and under the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Loan Documents.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “GPT GIG BOA Portfolio Owner LLC as Borrower and Senior Mezzanine JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December 6, 2012 - Cash Management Account.” Borrower hereby grants to comply with Section 2.6.3 Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the Mortgage Loan Agreement account number thereof. Lender and Senior Mezzanine Loan Agreement (as applicable) which may require Servicer shall have the establishment sole right and obligation to make withdrawals from the Cash Management Account in accordance with the provisions of the Cash Management Account to be held by Agreement and in trust for the benefit of Mortgage Lender. All all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied to the Debt by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement only for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply provide prompt written notice thereof to Borrower with the provisions a reasonably-detailed description of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in any such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)modification.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank a cash management account into which income from the Properties will be deposited (the “Cash Management Account”), subject to and in accordance with the terms hereof. As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Cash Management Bank to execute and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement deliver an agreement (as applicablemodified or replaced in accordance herewith, a “Cash Management Agreement”) which may require provides, inter alia, that no party other than Lender and Servicer shall have the establishment right to withdraw funds from the Cash Management Account. The fees and expenses of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account Bank shall be paid by Mortgage Borrower. (b) Subject to the requirements of the Encumbered Property Debt Documents, within five Business Days following the Closing Date, Borrower shall deliver to each Tenant in the Properties (except for Tenants at Other Properties) a written notice (a “Tenant Notice”) in the form of Exhibit D instructing that (i) all payments under the Leases shall thereafter be transmitted by them directly to, and deposited directly into, the Cash Management Account or a Blocked Account and (ii) such instruction may not cause or permit Mortgage be rescinded unless and until such Tenant receives from Borrower or Operating Company Lender a copy of Lender’s written consent to further pledgesuch rescission or Lender’s written notice that the Loan has been repaid in full. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Subject to the Encumbered Property Debt Documents and any Qualified Joint Venture Agreement, assign Borrower shall cause (i) all cash Revenues relating to the Properties (other than the Encumbered Properties and the TRS Properties) and all other money received by Borrower or grant any the Approved Property Manager (other than tenant security interest deposits required to be held in escrow accounts) with respect to the Properties (other than the Encumbered Properties and the TRS Properties) to be deposited in the Cash Management Account or a Blocked Account by the monies deposited therein end of the first Business Day following Borrower’s or permit any lien or encumbrance to attach thereto, or any levy the Approved Property Manager’s receipt thereof and (ii) all Distributions to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that deposited in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being or a Blocked Account by the end of the second Business Day following Borrower’s receipt thereof. “Blocked Account” means an Eligible Account maintained and with a financial institution reasonably satisfactory to Lender that enters into a blocked account agreement or similar irrevocable direction instruction (iias modified or replaced in accordance herewith, the “Blocked Account Agreement”) reasonably satisfactory to Lender pursuant to which such financial institution will remit, at the end of each Business Day, all amounts contained therein to an account specified by Lender (Lender hereby agreeing to specify the Cash Management Account so long as no Event of Default has occurred and is not being maintained under Section 2.6.3 then continuing). For the avoidance of doubt, notwithstanding anything to the Senior Mezzanine Loan contrary in this Agreement, Borrower no amounts shall establish a cash management account and system be deposited into the Cash Management Account with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required respect to deposit amounts with Lender any Encumbered Property or TRS Property, except for Distributions pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)5.23.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Lockbox Bank one or more lockbox accounts into which income from the Properties will be deposited (the “Lockbox Account”). As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Lockbox Bank to execute and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement deliver an agreement (as applicablemodified or replaced in accordance herewith, a “Deposit Account Control Agreement”) which may require provides, inter alia, that Borrower shall have no access to funds in the establishment Lockbox Account and that at the end of each Business Day the Lockbox Bank will remit all amounts contained therein directly into an account specified by Lender. So long as no Trigger Period or Event of Default is continuing, Lender shall specify the Operating Account for such remittance by the Lockbox Bank, and during the continuance of a Trigger Period or Event of Default Lender shall specify Lender’s cash management account (the “Cash Management Account to be held Account”) for such remittance by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage BorrowerLockbox Bank. (b) Within fifteen days following the Closing Date, Borrower shall deliver to each Tenant in the Property a written notice (a “Tenant Notice”) in the form of Schedule H instructing that (i) all payments under the Leases shall thereafter be remitted by them directly to, and deposited directly into, the Lockbox Account, and (ii) such instruction may not cause or permit Mortgage be rescinded unless and until such Tenant receives from Borrower or Operating Company Lender a copy of Lender’s written consent to further pledge, assign such rescission. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause all cash Revenues relating to the Properties and all other money received by Borrower or grant any the Approved Property Manager with respect to the Properties (other than tenant security interest deposits required to be held in escrow accounts) to be deposited in the Lockbox Account or the Cash Management Account by the end of the first Business Day following Borrower’s or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretoApproved Property Manager’s receipt thereof. (c) Borrower hereby agrees that Lender shall have the right at any time and from time to time in its sole discretion to change the Eligible Institution at which any one or more of the Collateral Accounts (other than the Lockbox Account) is maintained (and in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain case of any such change in respect of the Cash Management Account, but (due Lender shall deliver not less than five Business Days’ prior written notice to repayment Borrower and the Lockbox Bank). In addition, during the continuance of the Mortgage Loan, waiver an Event of the requirement by Mortgage LenderDefault, or otherwise) if the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required Lockbox Bank fails to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of Deposit Account Control Agreement or ceases to be an Eligible Institution, Lender shall have the Mortgage Loan Documentsright at any time, upon not less than 30 days’ prior written notice to Borrower, to replace the Lockbox Bank with any Eligible Institution at which Eligible Accounts may be maintained that will promptly execute and grant deliver to Lender security interests in such accounts for the benefit of a Deposit Account Control Agreement satisfactory to Lender, as if such provisions were incorporated herein for the benefit of Lender).

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower Maryland Owner to comply with Section 2.6.3 of establish and maintain a segregated Eligible Account (the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the “Cash Management Account Account”) to be held by and Agent in trust and for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the , which Cash Management Account shall be paid by under the sole dominion and control of Mortgage Borrower. (b) Lender. In addition, during the term of the Loan, Borrower shall, or shall not cause or permit Mortgage Borrower or Operating Company and Maryland Owner to further pledge, assign or grant any security interest in establish and maintain a segregated Eligible Account (the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage “Senior Mezzanine Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due ”) to repayment of the Mortgage Loan, waiver of the requirement be held by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained Agent in trust and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for which Senior Mezzanine Loan Cash Management Account shall be under the benefit sole dominion and control of Lender). The Senior Mezzanine Loan Cash Management Account shall be entitled “IW Mezz 2009, LLC, as Borrower, and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of December 1, 2009 – Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in the Senior Mezzanine Loan Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Senior Mezzanine Loan Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. (b) The insufficiency of funds on deposit in the Senior Mezzanine Loan Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Senior Mezzanine Loan Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.

Cash Management Account. (a) During the term of the LoanTerm, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower and Senior Mezzanine Borrower hereby grants to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account. Lender and Servicer on behalf of Mortgage Lender. All Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Borrower shall cause all Cap Receipts to be paid directly to the Cash Management Account. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not cause actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or permit Mortgage Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Operating Company Manager shall have any right or authority to further pledge, assign or grant any security interest in give instructions with respect to the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretoSubaccounts. (cg) Borrower hereby acknowledges and agrees that in the event that Cash Management Account Bank shall comply with (i) the Mortgage Loan Documents require Mortgage instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower and/or Operating Company or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to maintain the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower Maryland Owner to comply with Section 2.6.3 of establish and maintain (i) a segregated Eligible Account (the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the “Cash Management Account Account”) to be held by and Agent in trust and for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the , which Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in under the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment sole dominion and control of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) a segregated Eligible Account, the Cash Management Account is not being maintained under Section 2.6.3 of the “Senior Mezzanine Loan AgreementCash Management Account” to be held by Agent in trust and for the benefit of Senior Mezzanine Lender, which account shall be under the sole dominion and control of Senior Mezzanine Lender. In addition, during the term of the Loan, Borrower shall, or shall cause Mortgage Borrower and Maryland Owner to establish and maintain a cash management account segregated Eligible Account (the “Junior Mezzanine Loan Cash Management Account”) to be held by Agent in trust and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for which Junior Mezzanine Loan Cash Management Account shall be under the benefit sole dominion and control of Lender). The Junior Mezzanine Loan Cash Management Account shall be entitled “IW Mezz 2 2009, LLC, as Borrower, and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of December 1, 2009 – Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in the Junior Mezzanine Loan Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Junior Mezzanine Loan Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. (b) The insufficiency of funds on deposit in the Junior Mezzanine Loan Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Junior Mezzanine Loan Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.

Cash Management Account. (a) During In connection with the term of the LoanClosing, Borrower shall cause Mortgage Borrower execute and Senior Mezzanine Borrower deliver to comply with Section 2.6.3 Lender a Tenant Direction Letter for each of the Mortgage Loan Agreement tenants at the Property, which Tenant Direction Letter instructs each such tenant to deposit Rent and Senior Mezzanine Loan Agreement other receivables related to the Property directly into an account (as applicablethe "CASH MANAGEMENT ACCOUNT") which may require to be owned and controlled by Lender or Servicer (on behalf of Lender) (the establishment of "AGENT"). Lender shall have a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and in trust filing UCC-1 Financing Statements and continuations thereof. Such Cash Management Account shall bear interest for the benefit of Mortgage Borrower, and shall, at Lender's option, be an Eligible Account. All costs Borrower covenants and expenses agrees to execute and deliver to Lender a Tenant Direction Letter for establishing and maintaining each new tenant at the Property within thirty (30) days after the execution of each new Lease for premises at the Property. Lender will hold all Tenant Direction Letters in escrow; provided, however, upon the occurrence of a Cash Management Account Trigger, unless the Clearing Bank Option shall have been exercised and implemented, Lender shall have the right to deliver a Tenant Direction Letter to each tenant at the Property. Borrower constitutes and appoints Lender its true and lawful attorney in fact with full power of substitution for purposes of executing the Tenant Direction Letters should Borrower fail to do so within five (5) Business Days after Lender's request. Such power of attorney shall be paid by Mortgage Borrowerdeemed to be a power coupled with an interest and cannot be revoked. (b) Borrower shall be responsible for all fees, including fees charged by Agent, in connection with the Cash Management Account. (c) Following a Cash Management Trigger, and provided no Event of Default shall then exist, on each Payment Date (or, if such Payment Date is not cause or permit Mortgage Borrower or Operating Company to further pledgea Business Day, assign or grant any security interest on the immediately preceding Business Day) all funds on deposit in the Cash Management Account shall be applied by Lender to the payment of the following items in the order indicated: (i) First, payments to the Tax and Insurance Escrow Fund in accordance with the terms and conditions of Section 7.2 hereof; (ii) Second, payment of the Monthly Debt Service Payment Amount, applied to the payment of interest computed at the Initial Interest Rate; (iii) Third, required payments to the Replacement Reserve Fund and the Rollover Reserve Fund in accordance with the terms and conditions hereof; (iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents (other than Accrued Interest); (v) Fifth, on or after the monies deposited therein Anticipated Repayment Date, payments for monthly Operating Expenses incurred in accordance with the related Approved Annual Budget pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in a form acceptable to Lender; (vi) Sixth, on or permit after the Anticipated Repayment Date, payments for Extraordinary Expenses approved by Lender, if any, pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Extraordinary Expenses in a form acceptable to Lender; (vii) Seventh, on or after the Anticipated Repayment Date, payments to Lender in reduction of the outstanding principal balance of the Loan; (viii) Eighth, on or after the Anticipated Repayment Date, payments to Lender for Accrued Interest; and (ix) Lastly, payment of any lien or encumbrance excess amounts, if any, ("EXCESS CASH FLOW") to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretoBorrower. (cd) Borrower hereby agrees that The insufficiency of funds on deposit in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is shall not being maintained relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (iie) All funds on deposit in the Cash Management Account is not being maintained under Section 2.6.3 following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (f) Notwithstanding anything herein to the Senior Mezzanine Loan Agreementcontrary, Borrower upon a Cash Management Termination Event, Lender promptly shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required send revised Tenant Direction Letters to deposit amounts with Lender pursuant each tenant directing such tenants to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documentsremit all rent due to Borrower, and grant all funds remaining in the Cash Management Account shall be returned to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower or Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 UCC 1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreementmaintained, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

Cash Management Account. (a) During Lender shall establish and maintain a segregated Eligible Account (the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the “Cash Management Account Account”) to be held by and Servicer in trust for the benefit of Mortgage Lender, which Cash Management Account shall be under the sole dominion and control of Lender. All The Cash Management Account shall be entitled “Column Financial, Inc. as Lender, pursuant to Mezzanine Loan Agreement dated as of July 31, 2007 — Cash Management Account” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower Provided no Event of Default shall have occurred and be continuing, on each Payment Date (or, if such Payment Date is not cause or permit Mortgage Borrower or Operating Company to further pledgea Business Day, assign or grant any security interest on the immediately preceding Business Day) all funds on deposit in the Cash Management Account or shall be applied by Lender to the monies deposited therein or permit payment of the following items in the order indicated: (i) First, payment of the Debt Service for such Interest Period, applied first to the payment of accrued and unpaid interest for such period computed at the Applicable Interest Rate and then applied to the payment of the Monthly Principal Payment Amount for such period; (ii) Second, if Lender has delivered the Deposit Notice to Senior Cash Management Bank as described in Section 3(a) of the Cash Management Agreement, and if Senior Cash Management Bank has complied with the instructions contained in such notice, deposits into the Subaccounts pursuant to Section 7.1: (iii) Third, if Lender has delivered the ED-CTP Notice to Senior Cash Management Bank as described in Section 3(a) of the Cash Management Agreement during a period other than a Cash Trap Period, and if Senior Cash Management Bank has complied with the instructions contained in such notice, payments to the Lender of any lien or encumbrance other amounts then due and payable under the Loan Documents; (iv) Fourth, if Lender has delivered the ED-CTP Notice to attach theretoSenior Cash Management Bank as described in Section 3(a) of the Cash Management Agreement during a Cash Trap Period, or and if Senior Cash Management Bank has complied with the instructions contained in such notice, Excess Cash Flow will be retained in the Cash Management Account; and (v) Fifth, payment of any levy excess amounts (“Excess Cash Flow”) to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretoBorrower. (c) Borrower hereby agrees that The insufficiency of funds on deposit in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is shall not being maintained relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (iid) All funds on deposit in the Cash Management Account is not being maintained under Section 2.6.3 during the continuance of the Senior Mezzanine Loan Agreement, Borrower an Event of Default may be applied by Lender in such order and priority as Lender shall establish a determine. (e) The provisions above regarding cash management account and system with Lender substantially are further detailed in the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Cash Management Agreement.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower establish and Senior Mezzanine Borrower maintain a segregated Eligible Account (the "CASH MANAGEMENT ACCOUNT") to comply with Section 2.6.3 be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the Mortgage sole dominion and control of Lender. The Cash Management Account shall be entitled "Behringer Harvard Xxxxxx Tower S LP and Behringer Harvard Xxxxxx Tower H LP, as Borrower, and Bear Xxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement and Senior Mezzanine Loan Agreement (dated as applicable) which may require the establishment of October 1, 2004 - Cash Management Account." Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage Lenderthe account number thereof. All Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank a cash management account into which income from the Properties will be deposited (the “Cash Management Account”), subject to and in accordance with the terms hereof. As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Cash Management Bank to execute and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement deliver an agreement (as applicablemodified or replaced in accordance herewith, a “Cash Management Agreement”) which may require provides, inter alia, that no party other than Lender and Servicer shall have the establishment right to withdraw funds from the Cash Management Account. The fees and expenses of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account Bank shall be paid by Mortgage Borrower. (b) Within five Business Days following the Closing Date, Borrower shall deliver to each Tenant in the Properties a written notice (a “Tenant Notice”) in the form of Exhibit D instructing that (i) all payments under the Leases shall thereafter be transmitted by them directly to, and deposited directly into, the Cash Management Account or a Blocked Account and (ii) such instruction may not cause or permit Mortgage be rescinded unless and until such Tenant receives from Borrower or Operating Company Lender a copy of Lender’s written consent to further pledge, assign such rescission or grant any Lender’s written notice that the Loan has been repaid in full. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause all cash Revenues relating to the Properties and all other money received by Borrower or the Approved Property Manager with respect to the Properties (other than tenant security interest deposits required to be held in escrow accounts) to be deposited in the Cash Management Account or a Blocked Account by the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment end of the Mortgage Loanfirst Business Day following Borrower’s or the Approved Property Manager’s receipt thereof. “Blocked Account” means an Eligible Account maintained with a financial institution reasonably satisfactory to Lender that enters into a blocked account agreement or similar irrevocable direction instruction (as modified or replaced in accordance herewith, waiver the “Blocked Account Agreement”) reasonably satisfactory to Lender pursuant to which such financial institution will remit, at the end of the requirement each Business Day, all amounts contained therein to an account specified by Mortgage Lender, or otherwise) Lender (Lender hereby agreeing to specify the Cash Management Account so long as no Event of Default has occurred and is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lenderthen continuing).

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower establish and Senior Mezzanine Borrower maintain a segregated Eligible Account (the “Cash Management Account”) with Agent for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled in the name of Master Tenant for the benefit of Lender. Master Tenant shall grant to comply with Section 2.6.3 of Borrower, as security for Master Tenant’s obligations under the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Master Lease, a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first-priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including authorizing the filing of UCC-1 Financing Statements and in trust for the benefit of Mortgage Lendercontinuations thereof. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower or Master Tenant. All monies now or hereafter deposited into the Cash Management Account shall be deemed additional security for Master Tenant’s obligations under the Master Lease, and, to the extent of Borrower’s interest therein, additional security for the Debt. If a Cash Sweep Period does not then exist, all funds in the Cash Management Account, less the reasonable fees of Agent and any minimum balance required to be maintained therein, shall be wire transferred each Business Day to Master Tenant’s operating account specified pursuant to the Cash Management Agreement. The Cash Management Agreement and Cash Management Account shall remain in effect until the Loan has been repaid in full. (b) On or before the Closing Date, Borrower shall, or shall cause Master Tenant to (or cause Manager to), execute and deliver (i) Credit Card Direction Letters to each of the Credit Card Companies to deliver all receipts payable with respect to the Property directly to the Cash Management Account, and (ii) with respect to commercial Leases in existence on the date hereof, execute and deliver Tenant Direction Letters to all Tenants under such commercial Leases to deliver all Rents payable under their respective Leases directly to the Cash Management Account, and deposit all Rents payable under the Master Lease directly to the Cash Management Account. In connection with each commercial Lease executed after the date hereof, Borrower shall simultaneously deliver to such Tenant a Tenant Direction Letter. Without the prior written consent of Lender, neither Borrower, Master Tenant nor Manager shall (i) terminate, amend, revoke or modify any Credit Card Direction Letter or any Tenant Direction Letter in any manner or (ii) direct or cause any Credit Card Company, Tenant or Master Tenant to pay any amount in any manner other than as provided in the Credit Card Direction Letter or Tenant Direction Letter, as applicable. Borrower shall, and shall cause Master Tenant to or to cause Manager to, deposit all amounts received by Borrower, Master Tenant or Manager constituting Rents (other than operating cash, not cause or permit Mortgage in excess of $5,000, retained for the purpose of the day-to-day operations of the Property) into the Cash Management Account within two (2) Business Days after receipt thereof. Until so deposited, all Rents received by Borrower or Operating Company Manager shall be held in trust for the benefit of Lender and shall not be commingled with any other funds or property of Borrower or Manager. (c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (d) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default or any Bankruptcy Action of Borrower or Manager and the acceleration of the Loan by Lender may be applied by Lender in such order and priority as Lender shall determine. If Lender has not accelerated the Loan notwithstanding the existence of an Event of Default or any Bankruptcy Action of Borrower, Master Tenant, Principal or Manager, Lender shall have the continuing exclusive control of, and right to withdraw and apply, funds in the Cash Management Account that would constitute rent under the Master Lease and all of Borrower’s Excess Cash Flow (excluding, for the avoidance of doubt, Master Tenant’s Excess Cash Flow) to payment of any and all debts, liabilities and obligations of Borrower to Lender pursuant to or in connection with this Agreement and the other Loan Documents, in such order, proportion and priority as Lender may determine in its sole discretion. Notwithstanding anything to the contrary contained in this Section 2.7.1(d), Lender shall make any Collected Taxes available for payment to the relevant tax authorities to the extent such Collected Taxes are required to be so remitted. (e) Borrower hereby agrees that Lender may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower. (f) Neither Borrower nor Master Tenant shall further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or authorize any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured partyparty and Borrower as Lender’s assignor, to be filed with respect thereto. (cg) Borrower hereby agrees that shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) any way connected with the Cash Management Account is not being maintained and or the Cash Management Agreement (iiunless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)was established.

Cash Management Account. 3.5.1 Simultaneously with the execution hereof Borrower has entered into a cash management account agreement among Borrower, Lender and one or more certain financial institutions (atogether with any modifications or amendments thereof, are hereinafter collectively referred to as the "Cash Management Agreement"), which provide, among other things, that (i) During the term of the Loan, Borrower all Operating Lease Rent shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply be deposited in accordance with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Cash Management Agreement, and (ii) if any TRS Lease is in effect, all other sums collected with respect to the Properties and payable to a TRS Lessee shall be deposited in accordance with the Cash Management Agreement and that such amounts shall be disbursed in accordance with Section 3.5 hereof. Borrower shall pay all reasonable costs and expenses required under the Cash Management Agreement. Upon the occurrence of an Event of Default, Lender may apply any sums then held pursuant to the Cash Management Agreement to the payment of the Debt in any order in its sole discretion. Until expended or applied, amounts held pursuant to the Cash Management Agreement shall constitute additional security for the Debt. 3.5.2 Borrower shall establish and maintain a segregated Eligible Account (the "Cash Management Account") to be held by and the Servicer in trust for the benefit of Mortgage Lender, which Cash Management Account shall be under the sole dominion and control of Lender, subject to the Cash Management Agreement. All The Cash Management Account shall be entitled "General Electric Capital Corporation, as Lender, to EQI Financing Partnership III, L.P., as Borrower - Cash Management Agreement." Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Subject to this Agreement and the Cash Management Agreement, Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) 3.5.3 Borrower shall deliver written instructions to each Operating Lessee (that is not a TRS Lessee) to deliver all Operating Lease Rent received by each such Operating Lessee directly to the Cash Management Account. Borrower shall deliver written instructions to each Manager of any Individual Property that is subject to a TRS Lease to deliver all Rents payable to the TRS Lessee received by Manager directly to the Cash Management Account. Borrower shall, and shall cause or permit Mortgage each TRS Lessee to, deposit into the Cash Management Account promptly upon receipt all amounts received by Borrower or Operating Company the TRS Lessee constituting Rents. 3.5.4 Provided no Event of Default shall have occurred and be continuing, and provided no Trigger Event has occurred and no Trigger Period shall be continuing, then all Funds on deposit on the Cash Management Account shall be disbursed in accordance with the Cash Management Agreement to further pledgethe Borrower Account (as defined in the Cash Management Agreement). 3.5.5 Except as otherwise provided herein, assign or grant any security interest following the occurrence of a Trigger Event and during the continuance of a Trigger Period, provided no Event of Default shall have occurred and be continuing, on the first day of each calendar month (or, if such day is not a Business Day, on the immediately preceding Business Day) all funds on deposit in the Cash Management Account or shall be applied by Lender to the monies deposited therein or permit any lien or encumbrance payment of the following items in the order indicated: (a) First, payments to attach theretothe Ground Lease Escrow Fund in accordance with the terms and conditions hereof; (b) Second, or any levy payments to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed Tax and Insurance Escrow Fund in accordance with respect thereto.the terms and conditions of Section 5.4 hereof; (c) Third, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Contract Rate with the remainder applied to the reduction of the outstanding principal balance of the Note; (d) Fourth, payments to the Replacement Escrow Fund in accordance with the terms and conditions hereof; (e) Fifth, payment to the Lender of any other amounts then due and payable under the Loan Documents (other than Accrued Interest); (f) Sixth, on or after the Anticipated Payment Date or during the continuance of a PIP Noncompliance Period, payments for monthly Cash Expenses incurred in accordance with the related Approved Annual Budget pursuant to a written request for payment submitted by Borrower hereby agrees that to Lender specifying the individual Cash Expenses in a form acceptable to Lender; (g) Seventh, on or after the event that Anticipated Payment Date or during the continuance of a PIP Noncompliance Period, payments for Extraordinary Expenses approved by Lender, if any; (h) Eighth, during the continuance of a PIP Noncompliance Period, payments to the PIP Escrow Fund in accordance with the terms and conditions hereof until the amount on deposit is equal to the PIP Required Amount; (i) Ninth, on or after the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company Anticipated Payment Date, payments to maintain the Cash Management Account, but (due to repayment Lender in reduction of the Mortgage Loan, waiver outstanding principal balance of the requirement by Mortgage LenderLoan; (j) Tenth, on or otherwiseafter the Anticipated Payment Date, payments to Lender for Accrued Interest; and (k) Lastly, payment of any excess amounts to Borrower. 3.5.6 The insufficiency of funds on deposit in the Cash Management Account is shall not being maintained absolve Borrower of the obligation to make any payments, as and (ii) when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. 3.5.7 All funds on deposit in the Cash Management Account is not being maintained under Section 2.6.3 following the occurrence of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with an Event of Default may be applied by Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for order and priority as Lender shall determine; provided, however, that any amounts in excess of amounts necessary to pay the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Debt in full shall be released to Borrower.

Cash Management Account. (a) During the term Within five (5) Business Days of the LoanBorrower’s receipt of Lender’s notice that a Cash Sweep Event has occurred, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “IREIT East Xxxxxxx XX, L.L.C., a Delaware limited liability company, as Borrower and Senior Mezzanine Borrower JPMorgan Chase Bank, National Association, as Lender, pursuant to comply with Section 2.6.3 of the Mortgage Loan Agreement dated as of November 6, 2012 - Cash Management Account.” Borrower, Lender and Senior Mezzanine Loan Agent shall execute a Cash Management Agreement (as applicable) which may require the establishment of whereby Borrower shall grant to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage the account number thereof. Lender (or Servicer on Lender. All ’s behalf) shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank one or more cash management accounts (collectively, the “Cash Management Account”) into which amounts will be deposited in accordance with this Article III. As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Cash Management Bank to execute and Senior Mezzanine Borrower deliver a Cash Management Agreement that provides, inter alia, that no party other than Lender and Servicer shall have the right to comply with Section 2.6.3 of withdraw funds from the Mortgage Loan Agreement Cash Management Account. The fees and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment expenses of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account Bank shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage (i) instruct and authorize each Approved Property Manager to remit all amounts due to Borrower or Operating Company TRS Lessee (in excess of the minimum working capital required to further pledgebe held by the Approved Property Manager in reserve pursuant to the respective Approved Management Agreements) in accordance with the respective Approved Management Agreements, assign or grant any security interest but under no circumstance less often than weekly (except that with respect to (A) Approved Property Managers affiliated with the Hyatt brand which are currently managing Mortgaged Properties pursuant to Approved Management Agreements, and (B) in the case of the Hyatt Properties, Select Hotels Group, L.L.C. as and when it becomes the Approved Property Manager with respect to each such Mortgaged Property in accordance with the terms of the applicable Subordinations of Property Management Agreements, in which case such remittance shall occur not less often than monthly) into the Cash Management Account or another Eligible Account pledged to Lender hereunder (the monies deposited therein “Blocked Accounts”), (ii) cause Operating Partnership to remit or permit cause to be remitted all revenues generated by the Encumbered Properties, and all other revenues and receipts of Operating Partnership, after (x) payment of property expenses with respect to such Encumbered Property and (y) payment of debt service and funding of any lien reserves with respect to the applicable Encumbered Property Indebtedness, in each case, except to the extent such distribution is prohibited under the terms of the applicable Encumbered Property Indebtedness Documents, into the Cash Management Account or encumbrance to attach theretoa Blocked Account within one Business Day of Operating Partnership’s receipt thereof, and (iii) cause all Excess Transfer Proceeds not applied toward the prepayment of the Loan or any levy to be made thereonMezzanine Loan in accordance herewith, or and all Excess Capital Event Proceeds not applied toward the prepayment of any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured partyMezzanine Loan in accordance herewith, to be filed deposited into the Cash Management Account or a Blocked Account contemporaneously with respect theretoits receipt; and each bank in which such Blocked Accounts are maintained shall enter into a Blocked Account Agreement pursuant to which such bank will remit, at the end of each Business Day, all amounts contained therein to an account specified by Lender for application in accordance with this Agreement and the other Loan Documents. (c) Lender shall have the right at any time, on thirty days prior notice to Borrower, with or without cause, to replace the Cash Management Bank with any other financial institution at which Eligible Accounts may be maintained that is selected by Lender and reasonably approved by Borrower, or at any of the financial institutions listed on Schedule N (without any requirement to receive Borrower’s consent), which financial institution shall enter into a Cash Management Agreement (and Borrower hereby shall cooperate with Lender in connection with such transfer and the execution and delivery of such Cash Management Agreement); provided that (x) Lender shall only replace the Cash Management Bank without cause one time following a securitization of the Loan, (y) such replacement Cash Management Bank shall be one of the financial institutions set forth on Schedule N, or shall be subject to Borrower’s consent, not to be unreasonably withheld, conditioned or delayed and (z) Lender agrees that to reimburse Borrower for its reasonable out of pocket expenses in effecting such transfer, not to exceed $10,000 per transfer. Lender shall have the right to replace, upon not less than thirty days’ prior written notice, any bank at which a Blocked Account is maintained with any other financial institution reasonably satisfactory to Borrower in which Eligible Accounts may be maintained, which financial institution shall enter into a Blocked Account Agreement (and Borrower shall cooperate with Lender in connection with such transfer and the execution and delivery of such Blocked Account Agreement) in the event that (i) at any time the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company Blocked Account bank ceases to maintain be an Eligible Institution (unless the Cash Management Account, but applicable Collateral Accounts are maintained as segregated trust accounts in accordance with clause (due to repayment ii) of the Mortgage Loan, waiver definition of the requirement by Mortgage LenderEligible Accounts), or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Blocked Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required bank fails to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Blocked Account Agreement.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank a cash management account into which income from the Property payable to Maryland Guarantor or Operating Lessee will be deposited (the “Cash Management Account”), which account shall be owned by Borrower but remain under the sole and exclusive control (as defined in the New York Uniform Commercial Code) of Lender. As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Cash Management Bank to execute and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement deliver an agreement (as applicableamended, restated, replaced, supplemented or otherwise modified in accordance herewith, a “Cash Management Agreement”) which may require that provides, inter alia, that no party other than Lender and Servicer shall have the establishment of right to withdraw funds from the Cash Management Account and that the Cash Management Bank shall comply with all instructions and entitlement orders of Lender relating to the Cash Management Account and the other Collateral Accounts, in each case, without the consent of Borrower, Operating Lessee or any other Person. Notwithstanding any term herein or in the Cash Management Agreement, at any time that (i) a Tax Reserve Exemption Period shall be held by and continuing, to the extent provided in trust for Section 3.4(c), the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining amount remitted to the Cash Management Account shall be net of any amounts needed to pay Taxes as and when due and (ii) an Insurance Reserve Exemption Period shall be continuing, to the extent provided in Section 3.4(c), the amount remitted to the Cash Management Account shall be net of any amounts needed to pay insurance premiums as and when due. The fees and expenses of the Cash Management Bank shall be paid by Mortgage Borrower. (b) Borrower Maryland Guarantor shall not cause or permit Mortgage Borrower Approved Property Manager to remit all amounts payable to Maryland Guarantor or Operating Company Lessee (other than tenant security deposits required to further pledge, assign or grant any security interest be held in escrow accounts) to the Cash Management Account or a Blocked Account immediately at such times as Maryland Guarantor or Operating Lessee are entitled to receive such funds pursuant to the monies deposited therein Approved Management Agreement. Notwithstanding the foregoing, so long as no Trigger Period or permit any lien or encumbrance to attach theretoEvent of Default is continuing, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) amount remitted each month into the Cash Management Account is shall not being be required to exceed the Operating Lease Monthly Rent. “Blocked Account” means an Eligible Account maintained with a financial institution satisfactory to Lender that enters into a blocked account agreement in form and substance satisfactory to Lender (iias amended, restated, replaced, supplemented or otherwise modified in accordance herewith, the “Blocked Account Agreement”) satisfactory to Lender pursuant to which such financial institution will remit, at the end of each Business Day, all amounts contained therein to an account specified by Lender (Lender hereby agreeing to specify the Cash Management Account so long as no Event of Default has occurred and is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lenderthen continuing).

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and Senior Mezzanine Borrower to comply with Section 2.6.3 of maintain a segregated Eligible Account (the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the “Cash Management Account Account”) to be held by and Agent in trust and for the benefit of Mortgage Lender, which Cash Management Account shall be under the sole dominion and Control of Mortgage Lender. All The Cash Management Account shall segregate separately for each Minority Interest Property any sums received by it from a Property Account for such Minority Interest Property. To the extent and only to the extent Borrower has the right to do so under the Mortgage Loan Documents, and without any representation as to Borrower’s interest in the Cash Management Agreement or as to Borrower’s right to grant a security interest therein to Lender or as to the perfection thereof, Borrower hereby grants to Lender a first priority security interest in Borrower’s interest, if any, in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions, if any, reasonably necessary to maintain in favor of Lender a security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Cash Management Account without Lender’s consent and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Cash Management Account to be paid to Lender in accordance with the Cash Management Agreement (including the Net Liquidation Proceeds After Debt Service) be deposited into the Mezzanine C Debt Service Account maintained in accordance with the Cash Management Agreement. Disbursements from the Mezzanine C Debt Service Account will be made in accordance with the terms and conditions of the Cash Management Agreement. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company and Baltimore Owner are no longer required to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) Property Account and the Cash Management Account is not being maintained and (ii) in accordance with the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Mortgage Loan AgreementDocuments, Borrower shall establish a cash management account and system with Lender substantially the same as that required as of the Closing Date under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required as of the Closing Date under the Mortgage Loan Documents (which cash management account and system shall otherwise comply include accounts and subaccounts with respect to the provisions Reserve Funds) (c) The insufficiency of Section 2.6.2 of funds on deposit in the Mortgage Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and grant to such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (d) All funds on deposit in the Mezzanine C Debt Service Account following the occurrence and during the continuance of an Event of Default may be applied by Lender security interests in such accounts for order and priority as Lender shall determine. Provided no Event of Default shall have occurred and be continuing all funds on deposit in the benefit Mezzanine C Debt Service Account shall be applied by Lender in accordance with this Agreement; provided, however, any Excess Cash Flow attributable to a Minority Interest Borrower may only be applied by Lender to the Minority Interest Debt of Lendersuch Minority Borrower. (e) In the event that a Minority Interest Property becomes a Non-Minority Interest Property, as if any amount then on deposit in the Cash Management Account attributable to such provisions were incorporated herein for the benefit of Lender)Individual Property shall no longer be segregated and shall thereafter be deemed to constitute funds attributable to a Non-Minority Interest Property.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and Senior Mezzanine Borrower maintain a segregated Eligible Account (the “Cash Management Account”) pursuant to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Cash Management Account Documents to be held by and Servicer in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the , which Cash Management Account shall be under the sole dominion and control of Mortgage Lender. In the event that Mortgage Borrower fails to establish or maintain the Cash Management Account pursuant to the Mortgage Loan Documents, Borrower shall enter into a Mezzanine Cash Management Agreement with Lender in form substantially similar to the Cash Management Agreement. If Mortgage Lender waives any Cash Management Account required in accordance with the terms of the Mortgage Loan Agreement, or if the Mortgage Loan is refinanced or paid by off in full (without a prepayment of the Loan) and the Cash Management Account that is required hereunder is not required under the new mortgage loan, if any, then Borrower shall cause any amounts that would have been deposited into the Cash Management Account in accordance with the terms of the Mortgage BorrowerLoan Agreement to be transferred to and deposited with Lender. (b) Provided that no Lockbox Event is occurring, Borrower shall pay to Lender on each Payment Date all amounts so required pursuant to the Loan Documents. On each Payment Date during the occurrence of a Lockbox Event (or, if such Payment Date is not cause or permit Mortgage Borrower or Operating Company to further pledgea Business Day, assign or grant any security interest on the immediately preceding Business Day), all funds on deposit in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance that are due to attach thereto, or any levy Lender shall be paid to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretoLender. (c) Borrower hereby agrees that Notwithstanding anything contained herein to the contrary, all funds remitted to Lender in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain accordance with the Cash Management Account, but (due to repayment Agreement following the occurrence of the Mortgage Loan, waiver an Event of the requirement Default may be applied by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, order and priority as if such provisions were incorporated herein for the benefit of Lender)Lender shall determine.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the "CASH MANAGEMENT ACCOUNT") to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled "Behringer Harvard Lawson Commons, LLC, as Borrower, and Bear Stearns Commercial Mortgagx, Xxx., as Lender, pursuant to Loan Agreemxxx xxxed as of July 25, 2005 - Cash Management Account." Borrower and Senior Mezzanine Borrower hereby grants to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage Lenderthe account number thereof. All Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During There shall be established and maintained a segregated Eligible Account (the term “Cash Management Account”), which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Column Financial, Inc., its successors and/or assigns — HRHH Development Transferee, LLC Cash Management Account” or such other title as shall be reasonably acceptable to Lender and the Loan, bank holding the Cash Management Account. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower hereby grants to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof, and will take all actions requested by Lender that are necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof and entering into a deposit control agreement with the bank holding the Cash Management Account and Lender in trust for the benefit of Mortgage a form or forms reasonably acceptable to Lender. All Lender shall have the sole right to make withdrawals from the Cash Management Account for application pursuant to the terms of this Agreement and the other Loan Documents and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower Provided no Event of Default shall not cause have occurred and be continuing, on the last Business Day of each calendar week during an Interest Period (or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest such other date as is expressly set forth in the Cash Management Agreement) all funds on deposit in the Cash Management Account shall be credited towards payment of the following items (but not disbursed) in the order indicated, it being acknowledged and agreed by Borrower and Lender, however, that (1) as soon as there are sufficient funds in the Cash Management Account to satisfy the amounts that will be due on the next Payment Date under clauses (i) and (ii) below, on the last Business Day of each calendar week thereafter during the remainder of such Interest Period, Lender shall disburse the funds on deposit in the Cash Management Account to Borrower until such time, if ever, during such Interest Period as the total amounts that will be due on the next Payment Date under clause (iii) and (iv) below shall have been fully disbursed, and (2) on each Payment Date, all remaining funds in the Cash Management Account shall be disbursed in accordance with the following in the order indicated, except to the extent already disbursed on account of clause (iii) and/or (iv) below: (i) First, payment to Lender of the Monthly Interest Payment computed at the Applicable Interest Rate; (ii) Second, payment to Lender of (or reimbursement of Lender for) any other amounts or reasonable miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in respect of the monies deposited therein or permit Loan) then due and payable pursuant to the terms of the Loan Documents; (iii) Third, payment to Borrower of an amount sufficient to pay the monthly Operating Expenses, excluding any lien or encumbrance management fees payable to attach theretoany Manager, or any levy and Capital Expenditures pursuant to the Approved Annual Budget (other than (A) Taxes and Insurance Premiums to be made thereonpaid for out of the Tax and Insurance Escrow Funds, or any UCC-1 Financing Statementsand (B) and Operating Expenses, except those naming Mortgage Lender as the secured party, Capital Expenditures and/or other expenses to be filed with respect theretopaid for out of any other Reserve Funds) or if no Approved Annual Budget is then in effect, as reasonably approved by Lender; (iv) Fourth, payment to Borrower for Extraordinary Expenses approved by Lender, if any (such amounts as remain after application to items (i) through (iii) above and this item (iv), collectively, the “Excess Cash Flow”); and (v) Fifth, payment to Lender of all Excess Cash Flow for deposit into the Interest Reserve Fund. (c) Borrower hereby agrees that Subject to Sections 2.6.3 and 7.2.2 hereof, the insufficiency of funds on deposit in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is shall not being maintained relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, including, without limitation, the payments set forth in clauses (iii) through (iv), inclusive, in Section 2.6.2(b) hereof, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (d) All funds on deposit in the Cash Management Account following the occurrence and during the continuation of an Event of Default may be applied by Lender to the Debt in any order, priority and proportions as Lender shall elect in its sole discretion from time to time until the Debt is not paid in full, with any amounts remaining being maintained under Section 2.6.3 disbursed to Borrower. Borrower and Lender hereby agree and acknowledge that if (A) all of the Senior Mezzanine Loan AgreementObligations have been satisfied, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 B) there are funds remaining in any of the Mortgage Loan DocumentsReserve Funds, and grant Lender shall deliver such funds to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Clearing Account Bank a lockbox account into which all Revenues from the Property will be deposited (the “Clearing Account”). As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Clearing Account Bank to execute and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement deliver an agreement (as applicablemodified or replaced in accordance herewith, a “Clearing Account Agreement”) which may require provides, inter alia, that Borrower shall have no access to funds in the establishment Clearing Account and that at the end of each Business Day the Clearing Account Bank will remit all amounts contained therein directly into an Eligible Account specified from time to time by Lender (the “Cash Management Account”). With regard to the Cash Management Account, Borrower shall open the Cash Management Account to be held by and enter into the Cash Management Agreement in trust for accordance with the benefit of Mortgage Lender. All costs time frames set forth in the Post-Closing Agreement and expenses for establishing and maintaining thereafter shall maintain the Cash Management Account in accordance with the terms of this Agreement. Within five (5) Business Days following the Closing Date, Borrower shall deliver to each Tenant a written notice (a “Tenant Notice”) in the form of Exhibit III instructing that (i) all payments under the Leases shall thereafter be paid remitted by Mortgage them directly to, and deposited directly into, the Clearing Account (and shall provide Lender with evidence that such Tenant Notices were delivered in accordance with the terms hereof), and (ii) such instruction may not be rescinded unless and until such Tenant receives from Borrower or Lender a copy of Lender’s written consent to such rescission. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause all cash Revenues relating to the Property and all other money received by Borrower or Approved Property Manager with respect to the Property (other than Tenant security deposits required to be held in escrow accounts) to be deposited in the Clearing Account or the Cash Management Account by the end of the first Business Day following Borrower’s, Approved Property Manager’s or Approved Parking Manager’s receipt thereof; provided, that, if the Approved Parking Manager shall not be an Affiliate of Borrower, Borrower shall cause all Revenues to be remitted by Approved Parking Manager to Borrower pursuant to the terms of the Approved Parking Management Agreement (after deduction from such Revenues by Approved Parking Manager of its fees and expenses in accordance with the terms of the applicable Approved Parking Management Agreement) to be deposited into the Clearing Account within two (2) Business Days following the date that such Approved Parking Manager is required to disburse such Revenues to Borrower pursuant to the terms of the Approved Parking Management Agreement. (b) Borrower Lender shall not cause have the right at any time and from time to time in its sole discretion to change the Eligible Institution at which any one or permit Mortgage Borrower or Operating Company to further pledge, assign or grant more of the Collateral Accounts (other than the Clearing Account) is maintained (and in the case of any security interest such change in respect of the Cash Management Account, Lender shall deliver not less than ten (10) Business Days prior written notice to Borrower and the Clearing Account or Bank). In addition, during the monies deposited therein or permit any lien or encumbrance to attach theretocontinuance of an Event of Default, or any levy if the Clearing Account Bank fails to comply with the Clearing Account Agreement or ceases to be made thereonan Eligible Institution, or Lender shall have the right at any UCC-1 Financing Statementstime, except those naming Mortgage Lender as the secured partyupon not less than thirty (30) days’ prior written notice to Borrower, to replace the Clearing Account Bank with any Eligible Institution at which Eligible Accounts may be filed with respect theretomaintained that will promptly execute and deliver to Lender a Clearing Account Agreement reasonably satisfactory to Lender. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or shall maintain at all times an Operating Company Account into which amounts may be deposited from time to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender time pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender3.2(b).

Cash Management Account. (a) During the term of the Loan, so long as the Mortgage Loan remains outstanding, Borrower shall cause Mortgage Borrower to establish and Senior Mezzanine Borrower to comply with Section 2.6.3 of maintain a segregated Eligible Account (the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the “Cash Management Account Account”) to be held by and CMA Agent in trust and for the benefit of Mortgage Lender, which Cash Management Account shall be under the sole dominion and control of Mortgage Lender and otherwise established and maintained in accordance with the terms of the Mortgage Loan Agreement. All Borrower will not and will not cause or permit Mortgage Borrower in any way to alter or modify the Cash Management Account and will notify Administrative Agent of the account number thereof. Mortgage Lender and its servicer shall have the sole and exclusive right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Cash Management Account to be paid to Administrative Agent for the benefit of Lenders in accordance with the Cash Management Agreement (including the Net Liquidation Proceeds After Debt Service) be deposited with Administrative Agent (for the benefit of Lenders). (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account and the applicable subaccounts thereof shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) Borrower hereby agrees that Except as otherwise expressly provided in this Agreement or the CPLV Lease SNDA, all funds on deposit in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment applicable subaccounts of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained following the occurrence and (ii) during the Cash Management Account is not being maintained under Section 2.6.3 continuance of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions an Event of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests Default may be applied by Administrative Agent in such accounts for the benefit of Lender, order and priority as if such provisions were incorporated herein for the benefit of Lender)Administrative Agent shall determine in its sole and unfettered discretion.

Cash Management Account. (a) During Following the term occurrence of a Cash Sweep Event, Lender shall establish and maintain a segregated Eligible Account (the Loan“Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower hereby grants to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including filing UCC-1 Financing Statements and in trust for continuations thereof. Lender and Servicer shall have the benefit of Mortgage Lender. All sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. 31 (c) All funds on deposit in the monies deposited therein or permit Cash Management Account (excepting any lien or encumbrance to attach thereto, Tenant Program Revenue) following the occurrence of an Event of Default or any levy to Bankruptcy Action of Borrower or Manager may be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage applied by Lender in such order and priority as the secured party, to be filed with respect theretoLender shall determine. (cd) Borrower hereby agrees that Lender may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the event that (i) the Mortgage other Loan Documents require Mortgage and Lender shall provide notice thereof to Borrower. (e) To the extent the Clearing Account or the Cash Management Account contains any Tenant Program Revenue (notwithstanding Section 2.7.1(b)), during a Cash Sweep Period and irrespective of whether an Event of Default exists, upon the written request by Borrower and/or Operating Company to maintain and Borrower’s satisfaction of the TIR Disbursement Conditions (hereinafter defined), Lender shall cause the disbursement of all Tenant Program Revenues then held in the Cash Management Account, but (due subject to repayment satisfaction of the Mortgage Loan, waiver of following disbursement conditions (the requirement by Mortgage “TIR Disbursement Conditions”): Borrower certifies in writing to Lender, or otherwiseprior to any such requested disbursement (including any disbursement of Tenant Program Revenue upon a Payment Date pursuant to Section 3.4(a) of the Cash Management Account is not being maintained and Agreement), (i) the amount of the Tenant Program Revenue then held in the Cash Management Account, (ii) that such Tenant Program Revenue amount does not include Tenant Program Revenue amounts previously paid or disbursed, and (iii) that the Cash Management Account is not being maintained under Section 2.6.3 calculation of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account Tenant Program Revenue is true and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests correct in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)all material respects.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower or Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreementmaintained, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

Cash Management Account. (a) During the term Within five (5) Business Days of the LoanBorrower’s receipt of Lender’s notice that a Cash Sweep Event has occurred, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Inland Diversified Xxxxxx University, L.L.C., a Delaware limited liability company, as Borrower and Senior Mezzanine Borrower JPMorgan Chase Bank, National Association, as Lender, pursuant to comply with Section 2.6.3 of the Mortgage Loan Agreement dated as of May [__], 2011 - Cash Management Account.” Borrower, Lender and Senior Mezzanine Loan Agent shall execute a Cash Management Agreement (as applicable) which may require the establishment of whereby Borrower shall grant to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage the account number thereof. Lender (or Servicer on Lender. All ’s behalf) shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “TNP SRT Portfolio II, LLC Cash Management Account FBO KeyBank National Association, successors and assigns.” Borrower and Senior Mezzanine Borrower hereby grants to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including filing UCC-1 Financing Statements and continuations thereof. Borrower shall not in trust for any way alter or modify the benefit Cash Management Account and shall notify Lender of Mortgage Lenderthe account number thereof. All Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default or any Bankruptcy Action of Borrower or Manager may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that Lender may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower. In the event that (i) Lender waives the Mortgage Loan Documents require Mortgage requirement for Borrower and/or Operating Company to maintain the Lockbox Account and the Cash Management Account, but (due Lender hereby consents to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Mezzanine Borrower establishing and maintaining a Lockbox Account and Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under with Mezzanine Lender that would operate as provided in this Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)2.7.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and Senior Mezzanine Borrower to comply with Section 2.6.3 of maintain a segregated Eligible Account (the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the "Cash Management Account Account") to be held by and Cash Management Bank in trust and for the benefit of Mortgage Lender in accordance with the Cash Management Agreement. The Cash Management Account shall be under the sole dominion and control of Mortgage Lender. Mortgage Lender and Senior Servicer shall have the sole right to make withdrawals from the Cash Management Account. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) . Borrower will cause Mortgage Borrower to at all times comply with the provisions of Section 2.7.2 of the Mortgage Loan Agreement. Borrower shall not cause or permit Mortgage Borrower to (i) amend the Cash Management Agreement or Operating Company any provisions relating to further pledge, assign cash management set forth in·E~ the Mortgage Loan Agreement or grant any security interest other Mortgage Loan Document without Lender's prior written consent or (ii) in any way alter or modify the Cash Management Account or and will notify Lender of the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretoaccount number thereof. (cb) In the event that Mortgage Lender waives the foregoing cash management provisions or the requirement of Mortgage Borrower hereby agrees to maintain the Clearing Account, or the Loan remains outstanding after the Mortgage Loan has been paid in full, Borrower shall promptly (i) enter into and cause Mortgage Borrower and Manager to enter into a cash management agreement with Lender upon substantially the same terms as the Cash Management Agreement and the provisions relating to cash management set forth in the Mortgage Loan Agreement and any other Mortgage Loan Document; and (ii) enter into and deliver to Lender all other reasonable and customary agreements required by Lender in connection therewith in form reasonably acceptable to Lender including, without limitation, an amendment to this Agreement, clearing account agreements and any related documentation; provided that Lender has obtained written consent from Mortgage Lender in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)still outstanding.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Xxxx XX Abilene TX, LLC as Borrower and Senior Mezzanine Borrower JPMorgan Chase Bank, National Association, as Lender, pursuant to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (dated as applicable) which may require the establishment of December 15, 2010 — Cash Management Account.” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage Lenderthe account number thereof. All Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage BorrowerBorrower pursuant to the Fee Agreement (as defined in the Cash Management Agreement). (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank a cash management account into which all cash Revenues relating to the Properties and all other money received by Borrower or the Approved Property Manager with respect to the Properties (other than tenant security deposits required to be held in escrow accounts) will be deposited (the “Cash Management Account”) (whether directly or, if a Blocked Account exists, through a transfer from such Blocked Account pursuant to the Blocked Account Agreement) which account shall be owned by Borrower but remain under the sole and exclusive control (as defined in the New York Uniform Commercial Code) of Lender. As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Cash Management Bank to execute and Senior Mezzanine Borrower deliver an agreement (as amended, restated, replaced, supplemented or otherwise modified in accordance herewith, a “Cash Management Agreement”) that provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from the Cash Management Account and that the Cash Management Bank shall comply with Section 2.6.3 all instructions and entitlement orders of Lender relating to the Mortgage Loan Agreement Cash Management Account and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment other Collateral Accounts, in each case, without the consent of Borrower or any other Person. The fees and expenses of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account Bank shall be paid by Mortgage Borrower. (b) Within five Business Days following the Closing Date, Borrower shall not deliver to each Tenant in the Properties a written notice (a “Tenant Notice”) in the form of Exhibit B. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause or permit Mortgage all cash Revenues relating to the Properties and all other money received by Borrower or Operating Company the Approved Property Manager with respect to further pledge, assign or grant any the Properties (other than tenant security interest deposits required to be held in escrow accounts) to be deposited in the Cash Management Account or a Blocked Account by the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment end of the Mortgage Loanfirst Business Day following Borrower’s or the Approved Property Manager’s receipt thereof. “Blocked Account” means an Eligible Account maintained with a financial institution satisfactory to Lender that enters into a blocked account agreement in form and substance satisfactory to Lender (as amended, waiver restated, replaced, supplemented or otherwise modified in accordance herewith, the “Blocked Account Agreement”) satisfactory to Lender pursuant to which such financial institution will remit, at the end of the requirement each Business Day, all amounts contained therein to an account specified by Mortgage Lender, or otherwise) Lender (Lender hereby agreeing to specify the Cash Management Account so long as no Event of Default has occurred and is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lenderthen continuing).

Cash Management Account. (a) During Upon the term occurrence of the Loana Cash Sweep Event, Borrower shall cause Mortgage Borrower establish and Senior Mezzanine Borrower maintain a segregated Eligible Account (the “Cash Management Account”) to comply with Section 2.6.3 be held by Cash Management Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the Mortgage sole dominion and control of Lender. The Cash Management Account shall be entitled “Beach House Owner, LLC, as Borrower, and JPMorgan Chase Bank, National Association and Citi Real Estate Funding, Inc., collectively, as Lender, pursuant to that certain Loan Agreement and Senior Mezzanine Loan Agreement (dated as applicable) which may require the establishment of May 11, 2023 - Cash Management Account.” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC‑1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage Lenderthe account number thereof. All Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this -49- Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled as set forth in the Cash Management Agreement. Borrower and Senior Mezzanine Borrower hereby grants to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage Lenderthe account number thereof. All Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied by Lender pursuant to the terms of any Loan Document in such order and priority as Lender shall determine, subject to the terms of Sections 2.6.2(e) and 7.10 of this Agreement and subject to payment of Priority Waterfall Payments. (d) Borrower hereby agrees that Lender may modify the Cash Management Agreement for the purpose of establishing additional sub accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide prior written notice thereof to Borrower no less than five (5) Business Days prior to such modification. (e) Notwithstanding anything contained herein or in the event that other Loan Documents to the contrary, Lender agrees that, notwithstanding the existence of an Event of Default, Lender shall at all times (i) instruct Property Banks to transfer to the Mortgage Loan Documents require Mortgage Borrower and/or applicable Concentration Account (other than reasonable fees of the Property Bank as more particularly described in the applicable Property Account Agreement) in immediately available funds by federal wire transfer or ACH transfer all amounts on deposit in each Property Account not less than once every Business Day, (ii) instruct Concentration Banks to transfer to either (x) the applicable Operating Company Account (other than reasonable fees of the Concentration Bank as more particularly described in the applicable Concentration Account Agreement) in immediately available funds by federal wire transfer or ACH transfer all amounts on deposit in each Concentration Account not less than once every Business Day or (y) the applicable Master Concentration Account (which will in turn deposit to the Operating Account) (other than reasonable fees of the Master Concentration Bank as more particularly described in the applicable Master Account Agreement) in immediately available funds by federal wire transfer or ACH transfer all amounts on deposit in each Master Concentration Account not less than once every Business Day, (iii) instruct Operating Account Bank to (A) permit Manager (without further notice or direction required from Lender) to access and draw upon the Operating Account for the payment of Manager Required Payments and to maintain amounts in the Cash Management AccountOperating Account equal to the then applicable Working Capital Peg Balance, but (due B) instruct the Operating Bank to repayment of disburse funds to the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwiseFF&E Concentration Account for FF&E and (C) transfer to the Cash Management Account is all amounts on deposit in the Operating Account not being maintained otherwise disbursed to Manager which exceed the Working Capital Peg Balance not less than once every Business Day and (iiiv) apply amounts on deposit in the Cash Management Account is not being maintained under Section 2.6.3 to payment of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially Priority Waterfall Payments. Any amounts remaining in the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 Cash Management Account after payment of the Mortgage Loan Documents, Priority Waterfall Payments shall be deposited in the Excess Cash Flow Reserve and grant to Lender security interests applied in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)accordance with Section 7.5 hereof.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank a cash management account into which income from the Property payable to Borrower or Operating Lessee will be deposited (the “Cash Management Account”), which account shall be owned by Borrower but remain under the sole and exclusive control (as defined in the New York Uniform Commercial Code) of Lender. As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Cash Management Bank to execute and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement deliver an agreement (as applicableamended, restated, replaced, supplemented or otherwise modified in accordance herewith, a “Cash Management Agreement”) which may require that provides, inter alia, that no party other than Lender and Servicer shall have the establishment of right to withdraw funds from the Cash Management Account and that the Cash Management Bank shall comply with all instructions and entitlement orders of Lender relating to the Cash Management Account and the other Collateral Accounts, in each case, without the consent of Borrower, Operating Lessee or any other Person. Notwithstanding any term herein or in the Cash Management Agreement, at any time that (i) a Tax Reserve Exemption Period shall be held by and continuing, to the extent provided in trust for Section 3.4(c), the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining amount remitted to the Cash Management Account shall be net of any amounts needed to pay Taxes as and when due and (ii) an Insurance Reserve Exemption Period shall be continuing, to the extent provided in Section 3.4(c), the amount remitted to the Cash Management Account shall be net of any amounts needed to pay insurance premiums as and when due. The fees and expenses of the Cash Management Bank shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Approved Property Manager to remit all amounts payable to Borrower or Operating Company Lessee (other than tenant security deposits required to further pledge, assign or grant any security interest be held in escrow accounts) to the Cash Management Account or a Blocked Account immediately at such times as Borrower or Operating Lessee are entitled to receive such funds pursuant to the monies deposited therein Approved Management Agreement. Notwithstanding the foregoing, so long as no Trigger Period or permit any lien or encumbrance to attach theretoEvent of Default is continuing, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) amount remitted each month into the Cash Management Account is shall not being be required to exceed the Operating Lease Monthly Rent. “Blocked Account” means an Eligible Account maintained with a financial institution satisfactory to Lender that enters into a blocked account agreement in form and substance satisfactory to Lender (iias amended, restated, replaced, supplemented or otherwise modified in accordance herewith, the “Blocked Account Agreement”) satisfactory to Lender pursuant to which such financial institution will remit, at the end of each Business Day, all amounts contained therein to an account specified by Lender (Lender hereby agreeing to specify the Cash Management Account so long as no Event of Default has occurred and is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lenderthen continuing).

Cash Management Account. (a) During In connection with the term of the LoanClosing, Borrower shall cause Mortgage Borrower execute and Senior Mezzanine Borrower deliver to comply with Section 2.6.3 Lender a Tenant Direction Letter for each of the Mortgage Loan Agreement tenants at the Property, which Tenant Direction Letter instructs each such tenant to deposit Rent and Senior Mezzanine Loan Agreement other receivables related to the Property directly into an account (as applicablethe "Cash Management Account") which may require to be owned and controlled by Lender or Servicer (on behalf of Lender) (the establishment of "Agent"). Lender shall have a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and in trust filing UCC-1 Financing Statements and continuations thereof. Such Cash Management Account shall bear interest for the benefit of Mortgage Borrower, and shall, at Lender's option, be an Eligible Account. All costs Borrower covenants and expenses agrees to execute and deliver to Lender a Tenant Direction Letter for establishing and maintaining each new tenant at the Property within thirty (30) days after the execution of each new Lease for premises at the Property. Lender will hold all Tenant Direction Letters in escrow; provided, however, upon the occurrence of a Cash Management Account Trigger, unless the Clearing Bank Option shall have been exercised and implemented, Lender shall have the right to deliver a Tenant Direction Letter to each tenant at the Property. Borrower constitutes and appoints Lender its true and lawful attorney in fact with full power of substitution for purposes of executing the Tenant Direction Letters should Borrower fail to do so within five (5) Business Days after Lender's request. Such power of attorney shall be paid by Mortgage Borrowerdeemed to be a power coupled with an interest and cannot be revoked. (b) Borrower shall be responsible for all fees, including fees charged by Agent, in connection with the Cash Management Account. (c) Following a Cash Management Trigger, and provided no Event of Default shall then exist, on each Payment Date (or, if such Payment Date is not cause or permit Mortgage Borrower or Operating Company to further pledgea Business Day, assign or grant any security interest on the immediately preceding Business Day) all funds on deposit in the Cash Management Account shall be applied by Lender to the payment of the following items in the order indicated: (i) First, payments to the Tax and Insurance Escrow Fund in accordance with the terms and conditions of Section 7.2 hereof; (ii) Second, payment of the Monthly Debt Service Payment Amount, applied to the payment of interest computed at the Initial Interest Rate; (iii) Third, required payments to the Replacement Reserve Fund in accordance with the terms and conditions hereof; (iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents (other than Accrued Interest); (v) Fifth, on or after the monies deposited therein Anticipated Repayment Date, payments for monthly Operating Expenses incurred in accordance with the related Approved Annual Budget pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in a form acceptable to Lender; (vi) Sixth, on or permit after the Anticipated Repayment Date, payments for Extraordinary Expenses approved by Lender, if any, pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Extraordinary Expenses in a form acceptable to Lender; (vii) Seventh, on or after the Anticipated Repayment Date, payments to Lender in reduction of the outstanding principal balance of the Loan; (viii) Eighth, on or after the Anticipated Repayment Date, payments to Lender for Accrued Interest; and (ix) Lastly, payment of any lien or encumbrance excess amounts, if any, ("EXCESS CASH FLOW") to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretoBorrower. (cd) Borrower hereby agrees that The insufficiency of funds on deposit in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is shall not being maintained relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (iie) All funds on deposit in the Cash Management Account is not being maintained under Section 2.6.3 following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (f) Notwithstanding anything herein to the Senior Mezzanine Loan Agreementcontrary, Borrower upon a Cash Management Termination Event, Lender promptly shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required send revised Tenant Direction Letters to deposit amounts with Lender pursuant each tenant directing such tenants to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documentsremit all rent due to Borrower, and grant all funds remaining in the Cash Management Account shall be returned to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During the term Within five (5) Business Days of the LoanBorrower’s receipt of Lender’s notice that a Cash Sweep Event has occurred, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Inland Diversified Charlotte Northcrest, L.L.C., a Delaware limited liability company, as Borrower and Senior Mezzanine Borrower JPMorgan Chase Bank, National Association, as Lender, pursuant to comply with Section 2.6.3 of the Mortgage Loan Agreement dated as of April 29, 2011 - Cash Management Account.” Borrower, Lender and Senior Mezzanine Loan Agent shall execute a Cash Management Agreement (as applicable) which may require the establishment of whereby Borrower shall grant to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage the account number thereof. Lender (or Servicer on Lender. All ’s behalf) shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and Senior Mezzanine Borrower to comply with Section 2.6.3 of maintain a segregated Eligible Account (the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the “Cash Management Account Account”) to be held by and Agent in trust and for the benefit of Mortgage Lender, which Cash Management Account shall be under the sole dominion and Control of Mortgage Lender. All The Cash Management Account shall segregate separately for each Minority Interest Property any sums received by it from a Property Account for such Minority Interest Property. To the extent and only to the extent Borrower has the right to do so under the Mortgage Loan Documents, and without any representation as to Borrower’s interest in the Cash Management Agreement or as to Borrower’s right to grant a security interest therein to Lender or as to the perfection thereof, Borrower hereby grants to Lender a first priority security interest in Borrower’s interest, if any, in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions, if any, reasonably necessary to maintain in favor of Lender a security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Cash Management Account without Lender’s consent and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Cash Management Account to be paid to Lender in accordance with the Cash Management Agreement (including the Net Liquidation Proceeds After Debt Service) be deposited into the Mezzanine B Debt Service Account maintained in accordance with the Cash Management Agreement. Disbursements from the Mezzanine B Debt Service Account will be made in accordance with the terms and conditions of the Cash Management Agreement. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company and Baltimore Owner are no longer required to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) Property Account and the Cash Management Account is not being maintained and (ii) in accordance with the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Mortgage Loan AgreementDocuments, Borrower shall establish a cash management account and system with Lender substantially the same as that required as of the Closing Date under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required as of the Closing Date under the Mortgage Loan Documents (which cash management account and system shall otherwise comply include accounts and subaccounts with respect to the provisions Reserve Funds) (c) The insufficiency of Section 2.6.2 of funds on deposit in the Mortgage Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and grant to such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (d) All funds on deposit in the Mezzanine B Debt Service Account following the occurrence and during the continuance of an Event of Default may be applied by Lender security interests in such accounts for order and priority as Lender shall determine. Provided no Event of Default shall have occurred and be continuing all funds on deposit in the benefit Mezzanine B Debt Service Account shall be applied by Lender in accordance with this Agreement; provided, however, any Excess Cash Flow attributable to a Minority Interest Borrower may only be applied by Lender to the Minority Interest Debt of Lendersuch Minority Borrower. (e) In the event that a Minority Interest Property becomes a Non-Minority Interest Property, as if any amount then on deposit in the Cash Management Account attributable to such provisions were incorporated herein for the benefit of Lender)Individual Property shall no longer be segregated and shall thereafter be deemed to constitute funds attributable to a Non-Minority Interest Property.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Lockbox Bank a lockbox account into which income from the Property will be deposited (the "Lockbox Account"). As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage the Lockbox Bank to execute and deliver an agreement (as modified or replaced in accordance herewith, a "Lockbox Account Agreement") which provides, inter alia, that Borrower shall have no access to funds in the Lockbox Account and Senior Mezzanine that at the end of each Business Day the Lockbox Bank will remit all amounts contained therein directly into an Eligible Account specified from time to time by Lender (the "Cash Management Account"). Within five Business Days following the Closing Date, Borrower shall deliver to comply each Tenant in the Property a written notice (a "Tenant Notice") in the form of Exhibit B instructing that (i) all payments under the Leases shall thereafter be remitted by them directly to, and deposited directly into, the Lockbox Account, and (ii) such instruction may not be rescinded unless and until such Tenant receives from Borrower or Lender a copy of Lender's written consent to such rescission. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause all cash Revenues relating to the Property and all other money received by Borrower or the Approved Property Manager with Section 2.6.3 respect to the Property (other than tenant security deposits required to be held in escrow accounts) to be deposited in the Lockbox Account or the Cash Management Account by the end of the Mortgage Loan Agreement first Business Day following Borrower's or the Approved Property Manager's receipt thereof (b) Lender shall have the right at any time and Senior Mezzanine Loan Agreement from time to time in its sole discretion to change the Eligible Institution at which any one or more of the Collateral Accounts (as applicableother than the Lockbox Account) which may require is maintained (and in the establishment case of any such change in respect of the Cash Management Account, Lender shall deliver not less than five Business Days' prior written notice to Borrower and the Lockbox Bank. In addition, during the continuance of an Event of Default or if the Lockbox Bank fails to comply with the Lockbox Account Agreement or ceases to be held by and in trust for an Eligible Institution, Lender shall have the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage right at any time, upon not less than 30 days' prior written notice to Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to replace the Lockbox Bank with any Eligible Institution at which Eligible Accounts may be filed with respect theretomaintained that will promptly execute and deliver to Lender a Lockbox Account Agreement satisfactory to Lender. (c) Borrower hereby agrees that shall maintain at all times an Operating Account into which amounts may be deposited from time to time pursuant to Section 3.2(4 Borrower shall not permit any amounts unrelated to the Property to be commingled with amounts on deposit in the event Operating Account and shall cause all amounts payable with respect to Operating Expenses for the Property to be paid from the Operating Account or the Cash Management Account (to the extent required or permitted hereunder) and no other account. Borrower shall deliver to Lender each month the monthly bank statement related to such Operating Account. So long as no Event of Default is continuing, Borrower shall be permitted to withdraw amounts from the Operating Account for the purpose of paying Property expenses incurred in accordance with this Agreement; and provided no Event of Default or Trigger Period is continuing, Borrower shall be permitted to make equity distributions from amounts remaining therein after Property expenses that (i) are then due and payable have been paid. During the Mortgage Loan Documents require Mortgage Borrower and/or continuance of an Event of Default, all amounts contained in the Operating Company Account shall be remitted to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

Cash Management Account. (a) 7.%2.%3.%4. During the term of the Loan, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Ashford Pier House LP, as Borrower and Senior Mezzanine Borrower JPMorgan Chase Bank, National Association and its successors and assigns, as Lender, pursuant to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (dated as applicable) which may require the establishment of September 10, 2013 - Cash Management Account.” Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage Lenderthe account number thereof. All Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account pursuant to the Cash Management Agreement and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (a) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest All funds on deposit in the Cash Management Account or during the monies deposited therein or permit any lien or encumbrance to attach theretocontinuance of (i) an Event of Default, or (ii) a Cash Sweep Event that has been caused by the occurrence of any levy to Bankruptcy Action of Manager, may be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage applied by Lender as set forth in Section 5.2 of the secured party, to be filed with respect theretoCash Management Agreement. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During the term of the LoanSimultaneously herewith, Borrower Grantor and Beneficiary shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan enter into a Cash Management Agreement (as applicable) which may require the establishment of the “Cash Management Agreement”) with LaSalle Bank National Association, as “Agent”. Grantor shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by and Agent in trust and for the benefit of Mortgage LenderBeneficiary, which Cash Management Account shall be under the sole dominion and control of Beneficiary. The Cash Management Account shall be entitled “Xxxxxxx Macquarie - Cerritos I, LLC, as Grantor and LaSalle Bank National Association, as Beneficiary, pursuant to Leasehold Deed of Trust, Security Agreement and Fixture Filing dated as of January __, 2006 - Cash Management Account”. All costs and expenses for establishing and maintaining monies now or hereafter deposited into the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower deemed additional security for the Indebtedness. Grantor hereby grants to Beneficiary a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Beneficiary a perfected first priority security interest in the Cash Management Account. In addition, Grantor hereby authorizes Beneficiary to prepare and file UCC Financing Statements and continuations thereof. Grantor will not in any way alter or modify the Cash Management Account and will notify Beneficiary of the account number thereof. Grantor shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein therein, or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 UCC Financing Statements, except those naming Mortgage Lender Beneficiary as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees . On each date that in a payment is due Beneficiary under the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain (a “Payment Date”) (or, if such Payment Date is not a Business Day, on the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwiseimmediately preceding Business Day) all funds on deposit in the Cash Management Account is not being maintained shall be applied by Beneficiary as provided in the Cash Management Agreement. Subject to the terms and (ii) conditions of the Cash Management Agreement, Beneficiary and/or any servicer shall have the sole right to make withdrawals from the Cash Management Account is and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Grantor. The insufficiency of funds on deposit in the Cash Management Account shall not being maintained under Section 2.6.3 of relieve Grantor from the Senior Mezzanine Loan Agreementobligation to make any payments, Borrower shall establish a cash management account as and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender when due pursuant to Article VII hereof, Borrower shall establish a cash management account this Deed of Trust and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage other Loan Documents, and grant such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. Upon the occurrence of and during the continuance of an Event of Default, Beneficiary may, in addition to Lender security interests any and all other rights and remedies available to Beneficiary, apply any sums then present in the Cash Management Account to the payment of the Indebtedness in such accounts order and priority as Beneficiary shall determine. Grantor hereby agrees that Beneficiary may modify the Cash Management Agreement for the benefit purpose of Lenderestablishing additional sub-accounts in connection with any payments otherwise required under this Deed of Trust and the other Loan Documents and Beneficiary shall provide notice thereof to Grantor. Grantor shall indemnify, defend and hold Beneficiary harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Cash Management Account (unless arising from the gross negligence or willful misconduct of Beneficiary) or the performance of the obligations for which the Cash Management Account was established. Notwithstanding anything to the contrary contained in this Deed of Trust and the other Loan Documents, and provided no Event of Default has occurred and is continuing, during a Cash Management Period (as if defined in the Cash Management Agreement), Grantor’s obligations with respect to the payment of the monthly debt service payment required under the Note and amounts due hereunder for escrows for taxes, ground rents, insurance, Replacement Reserves, TI and Leasing Reserves, Cingular Reserves and any other payment reserves established pursuant to this Deed of Trust or any other Loan Document shall be deemed satisfied to the extent sufficient amounts are deposited in the Cash Management Account established pursuant to the Cash Management Agreement to satisfy such provisions were incorporated herein for obligations on the benefit dates each such payment is required, regardless of Lender)whether any of such amounts are so applied by Beneficiary.

Cash Management Account. (a1) During The Borrower shall establish and maintain a separate segregated account (the term "Cash Management Account") at the Depository Bank in the name of the LoanAdministrative Agent for the benefit of Lenders, Borrower which Cash Management Account shall cause Mortgage Borrower be under the sole dominion and Senior Mezzanine Borrower to comply with Section 2.6.3 control of the Mortgage Administrative Agent. The Cash Management Account shall be entitled "General Electric Capital Corporation, as the Administrative Agent, pursuant to Loan Agreement and Senior Mezzanine Loan Agreement (dated as applicable) which may require of December 13, 1999 - 0000 0xx Xxxxxx Cash Management Account", provided that the establishment Administrative Agent shall have the option to cause the Depository Bank to change the name of the Cash Management Account by giving notice to be held by Borrower, the Lenders and the Depository Bank. Borrower hereby grants to the Administrative Agent a first priority security interest in trust for the benefit Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Mortgage Lenderthe Administrative Agent a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof and entering into agreements to confirm the Administrative Agent's dominion and control over the Cash Management Account and/or any other Accounts. All Subject to the terms of the Loan Documents, the Administrative Agent shall have the sole right to make withdrawals from the Cash Management Account and all reasonable out-of-pocket costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b2) Borrower During a Trigger Period, provided no Event of Default shall not cause or permit Mortgage Borrower or Operating Company to further pledgehave occurred and be continuing, assign or grant any security interest all funds on deposit in the Cash Management Account or from time to time shall be applied by the monies deposited therein or permit any lien or encumbrance Administrative Agent to attach theretothe payment of the following items in the following order: (a) First, or any levy payment of all Tax and Insurance Escrow Reserve amounts required to be made thereondeposited into the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 3.4 hereof; (b) Second, or any UCC-1 Financing Statements, except those naming Mortgage Lender as payment to the secured party, to be filed with respect thereto.Administrative Agent (on behalf of the Lenders) of Debt Service; (c) Third, payments to the Capital Improvements Reserve Account and Leasing Reserve Account in accordance with the terms and conditions hereof; (d) Fourth, payment to the Administrative Agent of any other amounts (other than the principal amount of the Loans) then due and payable under the Loan Documents; (e) Fifth, a disbursement to Borrower (or, at the Administrative Agent's election, to the contractor, vendor, service provider or other party entitled thereto) in an amount sufficient to enable Borrower (or, at the Administrative Agent's election, the Administrative Agent) to pay all Approved Expenses (including capital expenditures, tenant improvement costs and leasing commissions, but excluding any of such Approved Expenses which are paid from amounts deposited into the Tax and Insurance Escrow Account, the Capital Improvements Reserve Account or the Leasing Reserve Account) which are due and payable during the period between the date on which such disbursement is being made and the immediately following Payment Date. Borrower hereby covenants and agrees that all such amounts so disbursed to Borrower shall be used for the payment of Approved Expenses and for no other purpose. Upon request, Borrower shall furnish Administrative Agent with copies of cancelled checks, paid invoices and other documents reasonably requested by Administrative Agent in order to verify the Borrower's payment of Approved Expenses; and (f) Lastly, on the twentieth (20th) day of each calendar month, payment of all Net Cash Flow for the immediately preceding calendar month to Administrative Agent (on behalf of the Lenders) for deposit into the Curtailment Account. (3) All amounts deposited into the Curtailment Account shall be held by the Depository Bank for the benefit of the Administrative Agent (on behalf of the Lenders) in accordance with the terms and conditions of this Section 3.7(3). Provided no Event of Default exists, at the Borrower's request, amounts deposited in the event Curtailment Account (or such lesser amount thereof as may be specified by Borrower) shall be applied in reduction of the principal amount of the Loans. Upon the occurrence of an Event of Default and prior to the acceptance of a cure thereof by the Administrative Agent, the Administrative Agent may apply any sums then present in the Curtailment Account to the payment of the Loans in any order in its sole discretion. Until expended or applied as above provided, amounts deposited in the Curtailment Account shall constitute additional security for the Loans. The Borrower shall be permitted on any one or more occasions to deliver to the Administrative Agent an unconditional, irrevocable letter of credit issued for the benefit of Administrative Agent by an Acceptable Issuer, in form and substance satisfactory to the Administrative Agent, and having an expiration date not earlier than one year following its issuance date (as such letter of credit, may be renewed, extended, or replaced, the "Letter of Credit") in substitution for amounts deposited in the Curtailment Account. Upon the Administrative Agent's receipt and acceptance of such Letter of Credit, Borrower shall be entitled to receive a disbursement from the Curtailment Account (but not any (1) Borrower deliver to the Administrative Agent a replacement Letter of Credit within ten (10) days of the Administrative Agent's draw, (2) there exists no Event of Default or Potential Default, and (3) Borrower pays all of the Administrative Agent's fees and expenses in connection with such draw and disbursement. No draw by the Administrative Agent on the Letter of Credit shall cure or be deemed to cure any Event of Default or limit in any respect any of the Administrative Agent's or the Lenders' remedies under the Loan Documents, it being understood that the Administrative Agent's and the Lenders' rights and remedies hereunder shall be cumulative and the Administrative Agent and the Lenders shall have no obligations to apply the proceeds of any draw to missed installments or other amounts then due and unpaid under the Loans. Proceeds of any draw upon the Letter of Credit (after reimbursement of any costs and expenses, including attorneys' fees and reimbursements, incurred by the Administrative Agent in connection with such draw) shall be applied by the Administrative Agent to the payment of the amounts owing under the Loan Documents, in such manner as the Administrative Agent determine, or retained in the Curtailment Account in accordance with this Section. No delay or omission of the Administrative Agent or the Lenders in exercising any right to draw on the Letter of Credit shall impair any such right, or shall be construed as a waiver of, or acquiescence in, any Event of Default. Provided no Event of Default or Potential Default exists, the Administrative Agent and the Lenders shall, upon request, release its rights in the Letter of Credit and surrender the Letter of Credit to the issuing bank after the earlier of: (i) payment in full of all sums due, and performance of all obligations, under the Mortgage Loan Documents require Mortgage or (ii) the depositing by the Borrower and/or Operating Company into the Curtailment Account of all amounts which, as of such date, would have been required to maintain have been deposited by Borrower into the Cash Management Curtailment Account, but . (due to repayment 4) The insufficiency of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) funds on deposit in the Cash Management Account is shall not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 absolve Borrower of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account obligation to make any payments as and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender when due pursuant to Article VII hereof, Borrower shall establish a cash management account this Agreement and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage other Loan Documents, and grant to Lender security interests such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (5) All funds on deposit in any of the Accounts following the occurrence and during the continuance of an Event of Default may be applied by the Administrative Agent in such accounts for order and priority as the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Administrative Agent shall determine.

Cash Management Account. (a) During the term of the Loana Cash Sweep Period, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “PHR WNC, LLC and PHR WNC OPCO SUB, LLC, as Borrower and Senior Mezzanine Wxxxx Fargo Bank, National Association, as Trustee for Lender - Cash Management Account” or such other name as Lender shall approve. Borrower hereby grants to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account without Lender’s prior written consent and will notify Lender of Mortgage Lenderthe account number thereof. All Lender and Servicer shall have the right to make withdrawals from the Cash Management Account in accordance with the Cash Management Agreement and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower; provided, however, that if the Cash Management Account is with an Eligible Institution selected by Lender, such costs and expenses shall be reasonable market costs and expenses, consistent with those charged by such Eligible Institution in connection with similar mortgage loans. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) Except as set forth in Section 5.2 of the Cash Management Agreement with respect to Custodial Funds and Approved Payroll and Utility Costs and as otherwise set forth in this Agreement, all funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default or a Bankruptcy Trigger Event may be applied by Lender to the Debt (until paid in full) in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide prior written notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower establish and Senior Mezzanine Borrower maintain a segregated Eligible Account (the “Cash Management Account”) to comply with Section 2.6.3 be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the Mortgage sole dominion and control of Lender. The Cash Management Account shall be entitled “Behringer Harvard 0000 X Xxxxxx, LLC, as Borrower, and Bear Xxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Amended and Restated Loan Agreement and Senior Mezzanine Loan Agreement (dated as applicable) which may require the establishment of October 18, 2006 - Cash Management Account.” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage Lenderthe account number thereof. All Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower establish and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the maintain a Cash Management Account to be held by and Agent in trust for the benefit of Mortgage Lender, which Cash Management Account shall be under the sole dominion and control of Lender. All The Cash Management Account shall be in the name of BRE Select Hotels Properties LLC and entitled as set forth in the Cash Management Agreement. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Neither Borrower, nor Operating Lessee nor any other Loan Party will in any way alter or modify the Cash Management Account and Borrower will notify Lender of the account number thereof. Lender and Agent shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower., Operating Lessee and the other Loan Parties; (b) Borrower and Operating Lessee shall, or shall not cause Manager (except for a Marriott Manager) to (i) deliver irrevocable written instructions to each of the credit card companies or permit Mortgage credit card clearing banks with which Borrower, Operating Lessee or any other Loan Party or Manager (except for a Marriott Manager) has entered into merchant’s agreements to deliver all receipts payable with respect to the Properties directly to the applicable Clearing Account, and (ii) deposit all available amounts received by any Borrower, Operating Lessee or any other Loan Party and Manager (except for a Marriott Manager) constituting Gross Income from Operations into the applicable Clearing Account within one (1) Business Day of receipt thereof. Borrower and Operating Lessee shall, or shall cause Manager (except for a Marriott Manager) to deliver irrevocable written instructions to each tenant at the Properties to deliver all rent payable under such tenant’s Lease directly to the applicable Clearing Account. Borrower and Operating Company Lessee each hereby grant to further pledge, assign or grant any Lender a first priority security interest in each Clearing Account and the Concentration Account and all deposits at any time contained therein and the proceeds thereof. Borrower and Operating Lessee shall use commercially reasonable efforts to cause Marriott Manager to cause all Marriott Manager Remittances to be deposited into the Cash Management Account as provided in the applicable Management Agreement. Lender acknowledges that each of the Clearing Accounts are new accounts that have been established in connection with the Loan. Notwithstanding the foregoing, in the event any amounts that should otherwise be deposited into the Clearing Accounts are inadvertently deposited into any accounts previously used for deposits with respect to the Collateral, Borrower and Operating Lessee shall or shall cause the deposit of all such inadvertent amounts constituting Gross Income from Operations into the applicable Clearing Account within (2) Business Days of first receipt thereof. (c) With respect to each ACH Bank (other than Bank of America, N.A.), not less frequently than daily, and with respect to each Non-ACH Bank (other than Bank of America, N.A.), not less frequently than two times per week, each Clearing Bank shall transfer all available amounts on deposit in the applicable Clearing Account directly to the Cash Management Account and with respect to Bank of America N.A., to the extent Bank of America N.A. is an ACH Bank, no less frequently than daily, and with respect to Bank of America N.A., to the extent Bank of America N.A. is a Non-ACH Bank, not less frequently than two times per week, Bank of America N.A. shall transfer all available amounts on deposit in the applicable BofA Clearing Accounts directly to the Concentration Account. With respect to the Concentration Account, not less frequently than daily, Bank of America N.A. shall transfer all available amounts on deposit in the Concentration Account to the Cash Management Account. (d) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (ce) Borrower hereby agrees that Subject in all respects to Section 2.6.1(g) below, all funds on deposit in the event that (i) Clearing Accounts, the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Concentration Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account and the Remainder Account following the occurrence and during the continuance of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (f) Provided no Event of Default shall have occurred and is continuing (subject to the exceptions for Priority Waterfall Payments as set forth in Section 2.6.1(g) below), all funds on deposit in the Cash Management Account (less the required minimum balance of $10,000.00) shall be applied by Lender on weekly basis (and on each Payment Date (or if such Payment Date is not a Business Day, on the immediately preceding Business Day)) to the payment of the following items in the order indicated below: (A) First, payment to Lender of the Monthly Tax and Insurance Escrow Deposit then due and payable in accordance with the terms and conditions of Section 7.2 hereof; (B) Second, payment to Lender of the Ground Lease Reserve Deposit then due and payable in accordance with the terms and conditions of Section 7.5 hereof; (C) Third, funds sufficient to pay the fees and expenses of Agent then due and payable pursuant to the Fee Agreement (as defined in the Cash Management Agreement); (D) Fourth, payment to or as directed by Borrower in an amount equal to any Hotel Taxes and Custodial Funds then due and payable; (E) Fifth, payment to Lender of the Monthly Debt Service Payment Amount; (F) Sixth, payment to Lender of any other amounts then due and payable under the Loan Documents (other than the payment of any outstanding principal balance of the Loan on the Maturity Date, whether such Maturity Date is the scheduled Maturity Date or an earlier date due to an acceleration of the Loan); (G) Seventh, payment to or as directed by Borrower in an amount equal to the Operating Expenses for the current month as set forth in the Approved Annual Budget; (H) Eighth, payment to Lender of the Replacement Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.3 hereof; (I) Ninth, payment to Lender of the Special Reserve Monthly Deposit in accordance with the terms and conditions of the Special Reserve Agreement; (J) Tenth, provided no Event of Default has occurred and is continuing, funds sufficient to pay Mezzanine Debt Service under the Mezzanine A Loan; (K) Eleventh, provided no Event of Default has occurred and is continuing, payment to Mezzanine A Lender of any other amounts then due and payable under the Mezzanine A Loan Documents (other than the payment of the outstanding principal amount of the Mezzanine A Loan on the Maturity Date (as defined in the Mezzanine A Loan Agreement), whether on the scheduled date for such payment or earlier due to an acceleration of the Mezzanine A Loan); (L) Twelfth, provided neither an Event of Default nor a Mezzanine A Loan Default has occurred and is continuing, funds sufficient to pay Mezzanine Debt Service under the Mezzanine B Loan; (M) Thirteenth, provided neither an Event of Default nor a Mezzanine A Loan Default has occurred and is continuing, payment to Mezzanine B Lender of any other amounts then due and payable under the Mezzanine B Loan Documents (other than the payment of the outstanding principal amount of the Mezzanine B Loan on the Maturity Date (as defined in the Mezzanine B Loan Agreement), whether on the scheduled date for such payment or earlier due to an acceleration of the Mezzanine B Loan); (N) Intentionally Omitted; (O) Fourteenth, payment to or as directed by Borrower in an amount equal to the Excess Operating Expenses and Excess Overhead Expenses for the preceding months and/or succeeding month (but without duplication of any amounts previously disbursed to Borrower under this Section 2.6.1(f)); provided, however, that (1) during the continuance of a Debt Yield Trigger Event, amounts paid to Borrower under this clause (O) shall not exceed an amount equal to twenty percent (20%) of the Approved Annual Budget for such calendar month in the aggregate without the consent of Mezzanine Lenders, provided payments of or for Excess Overhead Expenses shall not to exceed the Excess Overhead Cap, and (2) during the continuance of a Mezzanine Loan Default, amounts paid to Borrower under this clause (O) shall not exceed an amount equal to five percent (5%) of the Approved Annual Budget for such calendar month in the aggregate without the consent of each Mezzanine Lender under a Mezzanine Loan where a Mezzanine Loan Default is continuing (such consent not to be unreasonably withheld, conditioned or delayed); (P) Fifteenth, except as set forth in subsection (g) below, any Excess Cash Flow remaining in the Cash Management Account after the payments described in subsections (A) through (O) above shall be (1) during the continuance of a Cash Trap Event Period, paid over to Lender (such amounts being maintained referred to herein as “Required Excess Cash”) as required by the terms and conditions of Section 7.6 hereof and applied in accordance with Section 7.6, or (2) provided no Event of Default has occurred and is continuing and no Cash Trap Event Period shall then exist, disbursed to the Remainder Account (g) Notwithstanding anything contained herein or in the other Loan Documents to the contrary, Lender agrees that, (i) notwithstanding the existence of an Event of Default, Lender shall apply amounts on deposit in the Cash Management Account and the Clearing Accounts to payment of the Priority Waterfall Payments and (ii) following the Cash Management occurrence and during the continuance of an Event of Default and unless and until a Waterfall Payment Cessation Event has occurred and is continuing, Lender shall make any amounts that would have been deposited into the Remainder Account is if an Event of Default was not being maintained under continuing available to Borrower daily for (A) the payments described in Section 2.6.3 2.6.1(f)(O) hereof, or (B) for Protective Advances as reasonably determined by Lender. Any distributions made pursuant to subclause (ii) of the Senior Mezzanine Loan Agreementpreceding sentence shall, at Lender’s request, be accompanied by a release and waiver of claims against Lender arising from any such distribution from Borrower in form and substance reasonably satisfactory to Lender. (h) Borrower shall establish and maintain a cash management account and system with Lender substantially the same as that required segregated Eligible Account under the Mortgage Loan Documents. If Borrower is required to deposit amounts with sole dominion and control of Lender pursuant to Article VII hereof, (the “ Remainder Account”) into which Borrower shall establish a cash management account deposit all Excess Cash Flow disbursed to Borrower under clause (2) of Section 2.6.1(f)(P) above. Provided no Event of Default has occurred and system with Lender substantially is continuing, Borrower, Operating Lessee, any other Loan Party and/or Manager on its or their behalf, shall be permitted to withdraw all funds on deposit in the same as that required Remainder Account and there shall be no limitations hereunder or under any of the Mortgage other Loan Documents (on the uses to which any such funds may be applied or on any such party’s ability to distribute any such funds to its direct and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)indirect owners.

Cash Management Account. (a) During the term Within five (5) Business Days of the LoanBorrower’s receipt of Lender’s notice that a Cash Sweep Event has occurred, Borrower shall cause Mortgage establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Inland Diversified Prattville Legends, L.L.C., a Delaware limited liability company, as Borrower and Senior Mezzanine Borrower JPMorgan Chase Bank, National Association, as Lender, pursuant to comply with Section 2.6.3 of the Mortgage Loan Agreement dated as of April 29, 2011 - Cash Management Account.” Borrower, Lender and Senior Mezzanine Loan Agent shall execute a Cash Management Agreement (as applicable) which may require the establishment of whereby Borrower shall grant to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in trust for any way alter or modify the benefit Cash Management Account and will notify Lender of Mortgage the account number thereof. Lender (or Servicer on Lender. All ’s behalf) shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank a cash management account into which income from the Property will be deposited (the “Cash Management Account”), which account shall be owned by Borrower but exclusively controlled by Lender. As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Cash Management Bank to execute and Senior Mezzanine Borrower deliver an agreement (as the same may from time to time hereafter be amended, restated, replaced, supplemented or otherwise modified, a “Cash Management Agreement”) which provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from the Cash Management Account and that the Cash Management Bank shall comply with Section 2.6.3 all instructions and entitlement orders of Lender relating to the Mortgage Loan Agreement Cash Management Account and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment other Collateral Accounts excluding the Blocked Account, in each case without further consent by Borrower or any other Person. The fees and expenses of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account Bank shall be paid by Mortgage Borrower. (b) Within five Business Days following the Closing Date, Borrower shall deliver to each Tenant in the Properties a written notice (a “Tenant Notice”) in the form of Exhibit B instructing that (i) all payments under the Leases shall thereafter be transmitted by them directly to, and deposited directly into, the Cash Management Account or a Blocked Account and (ii) such instruction may not cause or permit Mortgage be rescinded unless and until such Tenant receives from Borrower or Operating Company Lender a copy of Lender’s written consent to further pledge, assign such rescission. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause all cash Revenues relating to the Properties and all other money received by Borrower or grant any the Approved Property Manager with respect to the Properties (other than tenant security interest deposits required to be held in escrow accounts) to be deposited in the Cash Management Account or a Blocked Account by the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment end of the Mortgage Loansecond Business Day following Borrower’s or the Approved Property Manager’s receipt thereof. “Blocked Account” means an Eligible Account maintained with a financial institution satisfactory to Lender that enters into a blocked account control agreement (as may from time to time be amended, waiver restated, replaced, supplemented or otherwise modified, the “Blocked Account Control Agreement”) satisfactory to Lender pursuant to which such financial institution will remit, at the end of each Business Day, all amounts contained therein as of the requirement close of the immediately preceding Business Day to an account specified by Mortgage Lender, or otherwise) Lender (Lender hereby agreeing to specify the Cash Management Account so long as no Event of Default has occurred and is then continuing). Each Borrower joins in, and assumes direct primary liability, and not being maintained and (ii) liability as a guarantor or surety, for all the Cash Management Account is not being maintained under Section 2.6.3 obligations of the Senior Mezzanine Borrower party to the Blocked Account Control Agreement (whether now existing or established in the future) under the Blocked Account Control Agreement. Each Borrower hereby assumes and agrees to all | NY\1631294.13 mle xx xxxx Loan Agreement|| liabilities and obligations of the Borrower party to the Blocked Account Control Agreement whether now existing or hereafter arising under the Blocked Account Control Agreement, Borrower shall establish a cash management account and system with Lender substantially all the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereofterms, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documentsconditions, covenants, restrictions, representations, warranties, and grant to Lender security interests confirmations contained therein as if each Borrower had executed and delivered the Blocked Account Control Agreement (including any future amendments or modifications thereof) directly in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower’s own name.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower establish and Senior Mezzanine Borrower to comply with Section 2.6.3 of maintain a segregated Eligible Account (the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the “Cash Management Account Account”) to be held by and Servicer in trust for the benefit of Mortgage Lender, which Cash Management Account shall be under the sole dominion and control of Lender. All The Cash Management Account shall be entitled “JPMorgan Chase Bank, as Lender, pursuant to Loan Agreement dated as of August 19, 2004 – Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. (b) Provided that no Lockbox Event is occurring, Borrower shall pay to Lender on each Payment Date all amounts so required pursuant to the Loan Documents. On each Payment Date during the occurrence of a Lockbox Event (or, if such Payment Date is not cause or permit Mortgage Borrower or Operating Company to further pledgea Business Day, assign or grant any security interest on the immediately preceding Business Day), all funds on deposit in the Cash Management Account shall be applied by Lender to the payment of the following items in the order indicated: (i) first, payments to the Tax and Insurance Escrow Fund in accordance with the terms and conditions of Section 7.2 hereof; (ii) second, payment of the Monthly Debt Service Payment Amount; (iii) third, payments to the Replacement Escrow Fund in accordance with the terms and conditions of Section 7.3 hereof; (iv) fourth, payment to Lender of any other amounts then due and payable under the Loan Documents; (v) fifth, payments to Borrower or Operating Lessee for monthly Operating Expenses incurred in accordance with the monies deposited therein related Approved Annual Budget pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in a form acceptable to Lender; (vi) sixth, payments to Borrower or permit any lien or encumbrance Operating Lessee for Extraordinary Expenses approved by Lender, if any; (vii) seventh, payment to attach theretoMezzanine Lender of the monthly debt service amount due under the Mezzanine Loan; (viii) eighth, or any levy if the Lockbox Event is occurring solely as a result of a Mezzanine Loan Default, then during the occurrence and continuance of such Mezzanine Loan Default payment of all Excess Cash Flow to be made thereonMezzanine Lender; and (ix) lastly, or any UCC-1 Financing Statementssubject to subsection (viii) above, except those naming Mortgage Lender as payment of all Excess Cash Flow to the secured party, to be filed Excess Cash Flow Escrow Fund in accordance with respect theretothe terms and conditions of Section 7.4 hereof. (c) Borrower hereby agrees that The insufficiency of funds on deposit in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is shall not being maintained relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (iid) Notwithstanding anything contained herein to the contrary, all funds on deposit in the Cash Management Account is not being maintained under Section 2.6.3 following the occurrence of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with an Event of Default may be applied by Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, order and priority as if such provisions were incorporated herein for the benefit of Lender)Lender shall determine.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and Senior Mezzanine Borrower to comply with Section 2.6.3 of maintain a segregated Eligible Account (the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the “Cash Management Account Account”) to be held by and Agent in trust and for the benefit of Mortgage Lender, which Cash Management Account shall be under the sole dominion and Control of Mortgage Lender. All The Cash Management Account shall segregate separately for each Minority Interest Property any sums received by it from a Property Account for such Minority Interest Property. To the extent and only to the extent Borrower has the right to do so under the Mortgage Loan Documents, and without any representation as to Borrower’s interest in the Cash Management Agreement or as to Borrower’s right to grant a security interest therein to Lender or as to the perfection thereof, Borrower hereby grants to Lender a first priority security interest in Borrower’s interest, if any, in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions, if any, reasonably necessary to maintain in favor of Lender a security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Cash Management Account without Lender’s consent and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Cash Management Account to be paid to Lender in accordance with the Cash Management Agreement (including the Net Liquidation Proceeds After Debt Service) be deposited into the Mezzanine A Debt Service Account maintained in accordance with the Cash Management Agreement. Disbursements from the Mezzanine A Debt Service Account will be made in accordance with the terms and conditions of the Cash Management Agreement. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company and Baltimore Owner are no longer required to maintain the Cash Management Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) Property Account and the Cash Management Account is not being maintained and (ii) in accordance with the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Mortgage Loan AgreementDocuments, Borrower shall establish a cash management account and system with Lender substantially the same as that required as of the Closing Date under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required as of the Closing Date under the Mortgage Loan Documents (which cash management account and system shall otherwise comply include accounts and subaccounts with respect to the provisions Reserve Funds) (c) The insufficiency of Section 2.6.2 of funds on deposit in the Mortgage Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and grant to such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (d) All funds on deposit in the Mezzanine A Debt Service Account following the occurrence and during the continuance of an Event of Default may be applied by Lender security interests in such accounts for order and priority as Lender shall determine. Provided no Event of Default shall have occurred and be continuing all funds on deposit in the benefit Mezzanine A Debt Service Account shall be applied by Lender in accordance with this Agreement; provided, however, any Excess Cash Flow attributable to a Minority Interest Borrower may only be applied by Lender to the Minority Interest Debt of Lendersuch Minority Borrower. (e) In the event that a Minority Interest Property becomes a Non-Minority Interest Property, as if any amount then on deposit in the Cash Management Account attributable to such provisions were incorporated herein for the benefit of Lender)Individual Property shall no longer be segregated and shall thereafter be deemed to constitute funds attributable to a Non-Minority Interest Property.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with a depository institution satisfactory to Lender (the “Cash Management Bank”) an account for the collection of income from the LoanProperty (the “Cash Management Account”). As a condition precedent to the Closing Date, Borrower shall cause Mortgage Borrower the Cash Management Bank to execute and Senior Mezzanine Borrower deliver a Cash Management Agreement which provides, inter alia, that no party other than Lender and Servicer shall have the right to comply with Section 2.6.3 of withdraw and disburse funds from the Mortgage Loan Agreement Cash Management Account. The fees and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment expenses of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account Bank shall be paid by Mortgage Borrower. (b) Within five Business Days following the Closing Date, Borrower shall deliver to each Tenant in the Property a written notice (a “Tenant Notice”) in the form of Exhibit A instructing that (i) all payments under the Leases shall thereafter be transmitted by them directly to, and deposited directly into, the Cash Management Account and (ii) such instruction may not cause or permit Mortgage be rescinded unless and until such Tenant receives from Borrower or Operating Company Lender a copy of Lender’s written consent to further pledge, assign or grant any such rescission. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower covenants to cause all cash Revenues relating to the Property and all other money received by Borrower with respect to the Property (other than tenant security interest deposits required to be held in escrow accounts) to be deposited in the Cash Management Account by the end of the first Business Day following Borrower’s or the monies deposited therein or permit any lien or encumbrance Property Manager’s receipt thereof; and Borrower shall be permitted to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender deposit in the Cash Management Account such additional amounts as the secured party, to be filed with respect theretoBorrower may elect. (c) Borrower hereby agrees that in Lender shall have the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company right at any time, upon not less than 30 days’ prior written notice to maintain Borrower, to replace the Cash Management Account, but (due Bank with any Eligible Institution at which Eligible Accounts may be maintained that will promptly execute and deliver to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) Lender a Cash Management Agreement substantially identical to the Cash Management Account Agreement executed at Closing; provided that any replacement that is not being maintained and (ii) the with a Pre-Approved Cash Management Account is Bank shall be subject to Borrower’s prior consent, not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreementto be unreasonably withheld, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)conditioned or delayed.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Master Lessee to establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Borrower and Senior Mezzanine Lender and to which, during a Cash Sweep Period, all amounts that otherwise would have been wired to Master Lessee pursuant to the Lockbox Agreement shall be transferred instead, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Xxxxx National HP N-Xxxxxxx MT, LLC, for the benefit of JPMorgan Chase Bank, National Association, as Lender - Cash Management Account.” Master Lessee shall grant to Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to be held by maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in trust for the benefit Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Mortgage LenderBorrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. All Borrower will not, and will not permit Master Lessee to, in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage BorrowerBorrower or Master Lessee. (b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect theretocircumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default and the acceleration of the Loan by Lender may be applied by Lender in such order and priority as Lender shall determine, except that Lender shall in any event make any Collected Taxes available for payment to the relevant taxing authority to the extent required to be so remitted. (d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain Lender may modify the Cash Management Account, but (due to repayment Agreement for the purpose of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Cash Management Account is not being maintained and (ii) the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system establishing additional sub-accounts in connection with Lender substantially the same as that any payments otherwise required under this Agreement and the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage other Loan Documents (and Lender shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant provide notice thereof to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Borrower.

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank a deposit account into which funds transferred by the Lockbox Bank from the Collection Account while an Event of Default or an Escrow Period is continuing will be collected and deposited (the “Cash Management Account”). As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Cash Management Bank to execute and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan deliver a Cash Management Agreement (as applicablethe “Cash Management Agreement”) in the form of Exhibit A-2 attached hereto which may require provides, inter alia, that no party other than Lender and Servicer shall have the establishment right to withdraw funds from the Cash Management Account. The fees and expenses of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account Bank shall be paid by Borrower. Gxxxxxx Sachs Commercial Mortgage Borrower.Capital, L.P. Loan Agreement Life Time Fitness Portfolio (b) Borrower On each Payment Date during the continuance of an Event of Default or an Escrow Period, Lender shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain transfer amounts from the Cash Management Account, but to the extent available therein, to make the following payments in the following order of priority: (due i) to repayment of the Mortgage LoanBasic Carrying Costs Escrow Account, waiver of the requirement by Mortgage amounts then required to be deposited therein pursuant to Section 3.4; (ii) to Lender, the amount of all scheduled or otherwisedelinquent interest and principal on the Loan and all other amounts then due and payable under the Loan Documents (with any amounts in respect of principal paid last); (iii) to Borrower, an amount equal to the Budgeted Operating Expenses, if any, for the month in which such Payment Date occurs, provided that the amounts disbursed to Borrower pursuant to this clause (iii) shall be used by Borrower solely to pay Budgeted Operating Expenses for such month (Borrower agreeing that, in the event that such Budgeted Operating Expenses exceed the actual operating expenses for such month, such excess amounts shall be remitted by Borrower to the Cash Management Account is not being maintained prior to the next succeeding Payment Date) and (ii) the Cash Management Account is not being maintained under Section 2.6.3 provided further that, no amounts will be disbursed to Borrower in respect of the Senior Mezzanine Loan Agreementfees of the Approved Property Manager for so long as Borrower or an Affiliate is the Approved Property Manager, and if another property manager becomes the Approved Property Manager, no amounts will be disbursed to Borrower shall establish a cash management account and system with Lender substantially in respect of the same as that required under fees of such Approved Property Manager to the Mortgage Loan Documents. If Borrower is extent such fees exceed 3% of Operating Income; (iv) to the Capital Expenditure Reserve Account, the amounts required to deposit amounts with Lender be deposited therein pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially Section 3.6; and (v) all remaining amounts to the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)Excess Cash Flow Reserve Account.

Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and Senior Mezzanine Borrower to comply with Section 2.6.3 of maintain a segregated Eligible Account (the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the “Cash Management Account to be held by and in trust Account”) for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the , which Cash Management Account shall be paid by under the sole dominion and control of Mortgage Borrower. (b) Lender pursuant to the Cash Management Agreement. Borrower shall cause Mortgage Borrower to comply with all the terms and conditions of the Cash Management Agreement. Borrower shall not permit or cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto. (c) . Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require will not cause or permit Mortgage Borrower and/or Operating Company in any way to maintain alter or modify the Cash Management Account, but (due Agreement. Mortgage Lender and its servicer shall have the sole right to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) make withdrawals from the Cash Management Account is not being maintained and (ii) all costs and expenses for establishing and maintaining the Cash Management Account is not being maintained under Section 2.6.3 shall be paid by Mortgage Borrower. (b) During the term of the Senior Mezzanine Loan AgreementLoan, Borrower shall establish and maintain a cash management account and system with Lender substantially segregated Eligible Account (the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts “Mezzanine Cash Management Account”) for the benefit of Lender, which Mezzanine Cash Management Account shall be under the sole dominion and control of Lender pursuant to the Cash Management Agreement. Borrower shall comply with all the terms and conditions of the Cash Management Agreement. Borrower shall not further pledge, assign or grant any security interest in the Mezzanine Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as if such provisions were incorporated herein the secured party, to be filed with respect thereto. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Cash Management Agreement. Lender and its servicer shall have the sole right to make withdrawals from the Mezzanine Cash Management Account and all costs and expenses for establishing and maintaining the Mezzanine Cash Management Account shall be paid by Borrower. (c) All transfers of Mortgage Borrower’s funds from the Cash Management Account or other sources to or for the benefit of the Lender or the Borrower pursuant to this Agreement or the Cash Management, the Mortgage Loan Documents or any of the other Loan Documents, are intended by Borrower and the Mortgage Borrower to constitute and shall constitute distributions from the Mortgage Borrower to the Borrower, and must comply with the requirements as to distributions under the Legal Requirements applicable to the Organizational Documents of Mortgage Borrower and each Principal. No provision of the Loan Documents shall create a debtor-creditor relationship between Mortgage Borrower and the Lender).

Cash Management Account. (a) During On or prior to the term Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank a cash management account into which income (other than de minimis items of income which are not payable by Tenants or which are not otherwise payable under Leases) from the Property will be deposited (the "Cash Management Account"). As a condition precedent to the closing of the Loan, Borrower shall cause Mortgage Borrower the Cash Management Bank to execute and Senior Mezzanine Borrower deliver a Cash Management Agreement which provides, inter alia, that no party other than Lender and Servicer shall have the right to comply with Section 2.6.3 of withdraw funds from the Mortgage Loan Agreement Cash Management Account. The fees and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment expenses of the Cash Management Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Cash Management Account Bank shall be paid by Mortgage Borrower. (b) Within five Business Days following the Closing Date, Borrower shall deliver to each Tenant in the Property a written notice (a "Tenant Notice") in the form of Exhibit C instructing that (i) all payments under the Leases shall thereafter be transmitted by them directly to, and deposited directly into, the Cash Management Account or a post office box maintained by the Cash Management Bank and (ii) such instruction may not cause or permit Mortgage be rescinded unless and until the earliest of (A) such Tenant receives from Borrower or Operating Company Lender a copy of Lender's written consent to further pledge, assign such rescission and (B) the Maturity Date. Borrower shall send a copy of each such written notice to Lender and shall periodically redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause all cash Revenues relating to the Property and all other money received by Borrower or grant any the Approved Property Manager with respect to the Property (other than tenant security interest deposits required to be held in escrow accounts and de minimis items of income which are not payable by Tenants or which are not otherwise payable under Leases) to be deposited in the Cash Management Account by the end of the first Business Day following Borrower's or the monies deposited therein or permit any lien or encumbrance Approved Property Manager's receipt thereof; and Borrower shall be permitted to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender deposit in the Cash Management Account such additional amounts as the secured party, to be filed with respect theretoBorrower may elect. (c) Borrower hereby agrees that in During a Cash Trap Period, Lender shall have the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company right at any time, upon not less than 30 days' prior written notice to maintain Borrower, to replace the Cash Management AccountBank with any other financial institution reasonably satisfactory to Borrower in which Eligible Accounts may be maintained which will promptly execute and deliver to Lender a Cash Management Agreement (and Borrower shall cooperate with Lender in connection with such transfer, but (due including delivery of an updated Tenant Notice to repayment of each Tenant). Provided that no Cash Trap Period is in effect, Borrower shall have the Mortgage Loanright at any time, waiver of the requirement by Mortgage upon not less than 30 days' prior written notice to Lender, or otherwise) to replace the Cash Management Account Bank with any other Cash Management Bank selected by Borrower and acceptable to Lender in which Eligible Accounts may be maintained. If a new Cash Management Bank is not being maintained selected, then Borrower, Lender and (ii) such new Cash Management Bank, as a condition to such replacement, shall execute and deliver to Lender a new Cash Management Agreement substantially in the form of the Cash Management Account is not being maintained under Section 2.6.3 of the Senior Mezzanine Loan Agreement, Borrower Agreement executed and delivered in connection herewith and an updated Tenant Notice shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required be delivered to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Lender security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender)each Tenant.