Common use of Cash Management Account Clause in Contracts

Cash Management Account. (a) Upon the occurrence of a Cash Sweep Event, a segregated Eligible Account (the “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 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 shall take all actions necessary to 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. 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 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 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. (d) Borrower hereby agrees that Lender may, at no cost or expense of Borrower, modify the Cash Management Agreement for the sole 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.

Cash Management Account. (a) Upon the occurrence and during the continuance of a Cash Sweep EventManagement Period, a segregated Eligible Account (the “Cash Management Account”) shall be established and maintained with Agent in Borrower’s name for the benefit of LenderLender in accordance with the Cash Management Agreement, together with any 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”), which Cash Management Account shall be under the sole dominion and control of Lender. Borrower 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 shall take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management AccountAccount and the Subaccounts, including filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and the Subaccounts and all reasonable costs and expenses for establishing and maintaining the Cash Management Account and the Subaccounts shall be paid by Borrower. All monies now or hereafter deposited into the Cash Management Account and the Subaccounts shall be deemed additional security for the Debt. (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 during following the continuance 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 Lender may, at no cost or expense of Borrower, may modify the Cash Management Agreement for the sole 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.

Cash Management Account. (a) Upon the occurrence of a Cash Sweep EventCompletion, a segregated Eligible Account (the “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 LenderLender to the extent 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 shall Lender is hereby authorized to take all actions necessary to 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. Upon the occurrence of a Cash Sweep Event, 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 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 during following the continuance 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 mayFor clarification purposes, at no cost or expense of Borrower, modify funds shall be directed from the Clearing Account to the Cash Management Agreement for Account solely during a Cash Sweep Period. At all other times, all funds in the sole purpose of establishing additional sub-accounts Clearing Account will be released to Borrower in connection accordance with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower.Section 2.7.1

Cash Management Account. (a) Upon During the occurrence term of a Cash Sweep Eventthe Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) shall to be established and maintained with held by Agent in Borrower’s name 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 “GIT Heritage IV TX, LLC, as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of October 27, 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 shall will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including filing Account and Borrower hereby authorizes Lender to file UCC-1 Financing Statements and continuations thereof in connection therewith. 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 reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by 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 and 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. (d) Borrower hereby agrees that Lender may, at no cost or expense of Borrower, may modify the Cash Management Agreement for the sole 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.

Cash Management Account. (a) Upon During the occurrence term of a Cash Sweep Eventthe Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) shall to be established and maintained with held by Agent in Borrower’s name 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 “IN-105 Heritage III, LLC, as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of June , 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 shall will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including filing Account and Borrower hereby authorizes Lender to file UCC-1 Financing Statements and continuations thereof in connection therewith. 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 reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by 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 and 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. (d) Borrower hereby agrees that Lender may, at no cost or expense of Borrower, may modify the Cash Management Agreement for the sole 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.

Cash Management Account. (a) Upon Following the occurrence of a Cash Sweep Event, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) shall to be established and maintained with held by Agent in Borrower’s name trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. 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 shall take all actions necessary to 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 any way alter or modify the Cash Management Account and shall 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 reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by 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 during following the continuance 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, at no cost or expense of Borrower, may modify the Cash Management Agreement for the sole 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.

Cash Management Account. (a) Upon During the occurrence term of a Cash Sweep Eventthe Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) shall to be established and maintained with held by Agent in Borrower’s name 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 I, LLC Cash Management Account FBO KeyBank National Association, successors and assigns.” 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 shall take all actions necessary to 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 any way alter or modify the Cash Management Account and shall 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 reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by 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 during following the continuance 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, at no cost or expense of Borrower, may modify the Cash Management Agreement for the sole 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.

Cash Management Account. (a) Upon Pursuant to and in accordance with the occurrence of a Cash Sweep EventManagement Agreement, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) shall to be established held by an Eligible Institution selected by Lender (the “Cash Management Bank”) in trust 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. The Cash Management Account shall be entitled “Acadia Atlantic Avenue LLC as Borrower and Bear Sxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of December 26, 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 shall will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including 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 reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) During a Cash Trap Period, and provided no Event of Default shall have occurred, on each Payment Date (or, if such Payment Date is not a Business Day, on the immediately preceding Business Day), all funds on deposit in the Cash Management Account shall be applied as set forth in the Cash Management Agreement (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. (c) All funds on deposit in the Cash Management Account 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. (d) Borrower hereby agrees that Lender may, at no cost or expense of Borrower, may modify the Cash Management Agreement for the sole 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. (e) 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. (f) Notwithstanding anything to the contrary herein, all transfers of Borrower’s funds from the Cash Management Account or other sources to or for the benefit of any mezzanine lender under any Subordinate Financing pursuant to this Agreement or any of the other Loan Documents shall constitute distributions from Borrower to the Mezzanine Borrower and must comply with the requirements as to distributions of the Delaware Limited Liability Company Act. No provision of any of the Loan Documents shall create a debtor-creditor relationship between Borrower and any mezzanine or subordinate lender.

Cash Management Account. (a) Upon Pursuant to and in accordance with the occurrence of a Cash Sweep EventManagement Agreement, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) shall to be established held by an Eligible Institution selected by Lender (the “Cash Management Bank”) in trust 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. The Cash Management Account shall be entitled “Acadia Atlantic Avenue LLC as Borrower and Bear Xxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of December 26, 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 shall will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including 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 reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) During a Cash Trap Period, and provided no Event of Default shall have occurred, on each Payment Date (or, if such Payment Date is not a Business Day, on the immediately preceding Business Day), all funds on deposit in the Cash Management Account shall be applied as set forth in the Cash Management Agreement (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. (c) All funds on deposit in the Cash Management Account 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. (d) Borrower hereby agrees that Lender may, at no cost or expense of Borrower, may modify the Cash Management Agreement for the sole 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. (e) 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. (f) Notwithstanding anything to the contrary herein, all transfers of Borrower's funds from the Cash Management Account or other sources to or for the benefit of any mezzanine lender under any Subordinate Financing pursuant to this Agreement or any of the other Loan Documents shall constitute distributions from Borrower to the Mezzanine Borrower and must comply with the requirements as to distributions of the Delaware Limited Liability Company Act. No provision of any of the Loan Documents shall create a debtor-creditor relationship between Borrower and any mezzanine or subordinate lender.

Cash Management Account. (a) Upon the occurrence of a Cash Sweep EventAt Closing, a segregated Eligible Account (the “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 LenderLender to the extent 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 shall Lender is hereby authorized to take all actions necessary to 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. Upon the occurrence of a Cash Sweep Event, 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 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 during following the continuance 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 mayFor clarification purposes, at no cost or expense of Borrower, modify funds shall be directed from the Clearing Account to the Cash Management Agreement for Account solely during a Cash Sweep Period. At all other times, all funds in the sole purpose of establishing additional sub-accounts Clearing Account will be released to Borrower in connection accordance with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower.Section 2.7.1

Cash Management Account. (a) Upon Borrower shall establish and, during the occurrence term of a Cash Sweep Eventthe Loan, maintain a segregated Eligible Account (the “Cash Management Account”) shall to be established and maintained with held by Agent in Borrower’s name 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 “BRE Retail NP Owner 1 LLC as Borrower fbo Xxxxx Fargo Bank, National Association, as Lender together with its successors and assigns pursuant to Loan Agreement dated as of June 28, 2011 — Cash Management Account”. Borrower hereby grants to Lender a first first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall will take all actions necessary to maintain in favor of Lender a perfected first first-priority security interest in the Cash Management Account, including including, without limitation, filing UCC-1 Financing Statements financing statements and continuations thereofthereof upon Lender’s request therefor. Borrower will not in any way alter or modify the Cash Management Account without the prior written consent of Lender, and Borrower will notify Lender of the account number of the Cash Management Account. 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 Borrower. (b) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Cash Management Account shall be applied by Lender to the payment of the Debt and/or for any other purpose for which such funds may be applied by Lender pursuant to the provisions of any Loan Document, in such order and priority as Lender shall determine, in its sole discretion. (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. (c) All funds on deposit in the Cash Management Account 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. (d) Borrower hereby agrees that to cooperate with Lender may, at no cost or expense of Borrower, modify in connection with any amendment to the Cash Management Agreement that Lender deems necessary for the sole 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 BorrowerDocuments.

Cash Management Account. (a) Upon the occurrence of a Cash Sweep Event, a A segregated Eligible Account (the “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 LenderLender to the extent 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 shall Lender is hereby authorized to take all actions necessary to 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. Upon the occurrence of a Cash Sweep Event, 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 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 during following the continuance 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 mayFor clarification purposes, at no cost or expense of Borrower, modify funds shall be directed from the Clearing Account to the Cash Management Agreement for Account solely during a Cash Sweep Period. At all other times, all funds in the sole purpose of establishing additional sub-accounts Clearing Account will be released to Borrower in connection accordance with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower.Section 2.7.1

Cash Management Account. (a) Upon the occurrence of a Cash Sweep Event, a segregated Eligible Account (the “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 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 shall take (or shall authorize Lender to take) all actions reasonably necessary to 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. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all reasonable and customary costs and expenses for establishing and maintaining the Cash Management Account shall be paid by 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 and during the continuance 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, at no cost or expense of Borrower, may modify the Cash Management Agreement for the sole 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.

Cash Management Account. (a) Upon Following the occurrence of a Cash Sweep Event, Lender shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) shall to be established and maintained with held by Agent in Borrower’s name trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. 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 shall take all actions necessary to 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. 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 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 during (excepting any Tenant Insurance Revenue) following the continuance 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, at no cost or expense of Borrower, may modify the Cash Management Agreement for the sole 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. (e) To the extent the Clearing Account or the Cash Management Account contains any Tenant Insurance 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 Borrower’s satisfaction of the TIR Disbursement Conditions (hereinafter defined), Lender shall cause the disbursement of all Tenant Insurance Revenues then held in the Cash Management Account, subject to satisfaction of the following disbursement conditions (the “TIR Disbursement Conditions”): Borrower certifies in writing to Lender, prior to any such requested disbursement (including any disbursement of Tenant Insurance Revenue upon a Payment Date pursuant to Section 3.4(a) of the Cash Management Agreement), (i) the amount of the Tenant Insurance Revenue then held in the Cash Management Account, (ii) that such Tenant Insurance Revenue amount does not include Tenant Insurance Revenue amounts previously paid or disbursed, and (iii) that the calculation of the Tenant Insurance Revenue is true and correct in all material respects.