Common use of Cash Management Account Clause in Contracts

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account ; (b) Each of the Lockbox Account and Cash Management Account constitute “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkDelaware) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account ; (b) Each of the Lockbox Account and Cash Management Account constitute “"deposit accounts” " and/or “"securities accounts” " within the meaning of the Uniform Commercial Code of the State of New YorkDelaware); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documentshereof, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and the Cash Management Account (when and to the extent opened) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from BorrowerBorrower subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and the Cash Management Account Account; (b) Each of the Lockbox Account and the Cash Management Account constitute (when and to the extent opened) constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Account and Cash Management Account (when and to the extent opened) are not and shall not be in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower Neither of Owner nor Operating Tenant has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and the Cash Management Account from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated as of the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkDelaware) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account ; (b) Each of the Lockbox Account and Cash Management Account constitute “"deposit accounts” " and/or “"securities accounts” " within the meaning of the Uniform Commercial Code of the State of New YorkDelaware); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender or another Person designated by Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkCode) in the Lockbox Clearing Account and Cash Management Account (when and to the extent opened) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower, subject to applicable bankruptcy, insolvency and similar laws affecting rights of credits generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Clearing Account and or Cash Management Account Account; (b) Each of the Lockbox Clearing Account and Cash Management Account constitute (when and to the extent opened) constitutes a “deposit accountsaccount” and/or or “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New York)Code; (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Clearing Bank and Agent have has agreed to comply with all instructions originated by LenderLxxxxx, without further consent by BorrowerBxxxxxxx, directing disposition of the Lockbox Clearing Account and Cash Management Account (when and to the extent opened) and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Clearing Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower Bxxxxxxx has not consented to the Lockbox Clearing Bank and Agent complying with instructions with respect to the Lockbox Clearing Account and Cash Management Account from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof (or will be terminated by delivery of the Tenant Direction Letters in accordance with the terms of this Agreement).

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and or the Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes a “deposit accountsaccount” and/or “securities accountsaccount” within the meaning of the Uniform Commercial Code of as in effect in the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and, and Borrower has not consented to the Lockbox Bank or Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender; (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. ; and (e) None of the Properties are subject to any cash management system (other than pursuant to the Loan Documents), and Borrower has not consented prepared the Tenant Direction Letters, which Tenant Direction Letters (i) direct the Tenants to deposit all Rents directly into the Lockbox Account, (ii) state that any and all existing tenant instruction letters issued in connection with any previous financing are terminated, and (iii) shall be delivered to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than LenderTenants as required by Section 2.7.1(b).

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of LenderAdministrative Agent for the benefit of Lenders, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and or the Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes a “deposit accountsaccount” and/or “securities accountsaccount” within the meaning of the Uniform Commercial Code of as in effect in the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by LenderAdministrative Agent, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and, and Borrower has not consented to the Lockbox Bank or Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Administrative Agent; (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or LenderAdministrative Agent for the benefit of Lenders, as pledgee. ; and (e) None of the Properties are subject to any cash management system (other than pursuant to the Loan Documents), and Borrower has not consented prepared the Tenant Direction Letters, which Tenant Direction Letters (i) direct the Tenants to the Lockbox Bank and Agent complying with instructions with respect to deposit all Rents directly into the Lockbox Account and Cash Management Account from any Person other than Lender(ii) shall be delivered to the Tenants as required by Section 2.7.1(b).

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code Code) in, once established, Borrower’s interest in each of the State of New York) in the Lockbox Clearing Account and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, neither Borrower nor Master Tenant has not sold, pledged, transferred or otherwise conveyed any interest in the Lockbox Clearing Account or Cash Management Account (and shall not take any of the foregoing actions); (b) Once established, each of the Clearing Account and Cash Management Account ; (b) Each of the Lockbox Account and Cash Management Account shall constitute a “deposit accountsaccount” and/or or “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New YorkCode); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents or Master Lease Documents, the Lockbox Clearing Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by BorrowerBorrower or Master Tenant, directing disposition of the Lockbox Clearing Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Clearing Account and Cash Management Account are shall not be in the name of any Person other than BorrowerMaster Tenant, as pledgor, or Lender, as pledgee. Neither Borrower nor Master Tenant has not consented to the Lockbox Clearing Bank and Agent complying with instructions with respect to the Lockbox Clearing Account and Cash Management Account from any Person other than Lender, except that, unless a Cash Sweep Period is in effect, the Clearing Bank is instructed to remit funds to Master Tenant’s operating account as set forth in Section 2.7.1; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender. (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated and/or superseded prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and or the Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes a “deposit accountsaccount” and/or “securities accountsaccount” within the meaning of the Uniform Commercial Code of as in effect in the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and, and Borrower has not consented to the Lockbox. Bank or Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender; (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. ; and (e) None of the Properties are subject to any cash management system (other than pursuant to the Loan Documents), and Borrower has not consented prepared the Tenant Direction Letters, which Tenant Direction Letters (i) direct the Tenants to deposit all Rents directly into the Lockbox Account, (ii) state that any and all existing tenant instruction letters issued in connection with any previous financing are terminated, and (iii) shall be delivered to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than LenderTenants as required by Section 2.7.1(b).

Cash Management Account. Borrower hereby represents Upon the opening of the Lockbox Account and warrants to Lender that: (a) This the Cash Management Account, this Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from BorrowerBorrower and Holdco (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations). Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower Holdco has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and the Cash Management Account Account; (ba) Each Upon the opening of the Lockbox Account and the Cash Management Account, each of the Lockbox Account and the Cash Management Account will constitute “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (cb) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent Cash Management Bank have (or will have prior to the Funding Date) agreed to comply with all instructions originated by LenderLxxxxx, without further consent by BorrowerBxxxxxxx, directing disposition of the Lockbox Account and the Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (dc) The Lockbox Account and Cash Management Account are will not be in the name of any Person other than BorrowerHxxxxx, as pledgor, or Lender, as pledgee. Neither Borrower has not consented nor Holdco will consent to the Lockbox Bank and Agent Cash Management Bank complying with instructions with respect to the Lockbox Account and the Cash Management Account from any Person other than Lender. (d) As of the Funding Date, the Property will not be subject to any cash management system (other than pursuant to the Loan Documents).

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkCode) in the Lockbox Clearing Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Clearing Account and or Cash Management Account Account; (b) Each of the Lockbox Clearing Account and Cash Management Account constitute constitutes a “deposit accountsaccount” and/or or “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New YorkCode); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Clearing Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Clearing Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Clearing Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Clearing Bank and Agent complying with instructions with respect to the Lockbox Clearing Account and Cash Management Account from any Person other than Lender; and 39 (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents and as between the Borrowers), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents Upon the opening of the Lockbox Account and warrants to Lender that: (a) This the Cash Management Account, this Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from BorrowerBorrower and Holdco (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations). Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower Holdco has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and the Cash Management Account Account; (ba) Each Upon the opening of the Lockbox Account and the Cash Management Account, each of the Lockbox Account and the Cash Management Account will constitute “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (cb) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent Cash Management Bank have (or will have prior to the Funding Date) agreed to comply with all instructions originated by LenderXxxxxx, without further consent by BorrowerXxxxxxxx, directing disposition of the Lockbox Account and the Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (dc) The Lockbox Account and Cash Management Account are will not be in the name of any Person other than BorrowerXxxxxx, as pledgor, or Lender, as pledgee. Neither Borrower has not consented nor Holdco will consent to the Lockbox Bank and Agent Cash Management Bank complying with instructions with respect to the Lockbox Account and the Cash Management Account from any Person other than Lender. (d) As of the Funding Date, the Property will not be subject to any cash management system (other than pursuant to the Loan Documents).

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Property Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from BorrowerBorrower and Baltimore Owner. Other than in connection with the Loan Documents and except for Permitted Encumbrances, neither Borrower nor Baltimore Owner has not sold, pledged, transferred or otherwise conveyed the Lockbox Property Account and Cash Management Account Account; (b) Each of the Lockbox Property Account and Cash Management Account constitute “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documentshereof, the Lockbox Property Account Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by BorrowerBorrower or Baltimore Owner, directing disposition of the Lockbox Account and Property Account, the Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Property Account and Cash Management Account are not in the name of any Person other than BorrowerBorrower or Baltimore Owner, as pledgor, or Lender, as pledgee. Neither Borrower nor Baltimore Owner has not consented to the Lockbox Property Account Bank and Agent complying with instructions with respect to the Lockbox Property Account and Cash Management Account from any Person other than Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkCode) in the Lockbox Clearing Account 53 and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Clearing Account and or Cash Management Account Account; (b) Each of the Lockbox Clearing Account and Cash Management Account constitute constitutes a “deposit accountsaccount” and/or or “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New YorkCode); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Clearing Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Clearing Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Clearing Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Clearing Bank and Agent complying with instructions with respect to the Lockbox Clearing Account and Cash Management Account from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan DocumentsCash Management Agreement and Lockbox Agreement, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and the Cash Management Account ;Account. (b) Each of the Lockbox Account and the Cash Management Account constitute constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York);. (c) Pursuant and subject to the terms hereof hereof, the Cash Management Agreement and the other applicable Loan DocumentsLockbox Agreement, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested thereinin the Lockbox Account and the Cash Management Account, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and. (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and the Cash Management Account from any Person other than Lender. (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkCode) in the Lockbox Clearing Account and Cash Management Account (when and to the extent opened) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower, subject to applicable bankruptcy, insolvency and similar laws affecting rights of credits generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Clearing Account and or Cash Management Account Account; (b) Each of the Lockbox Clearing Account and Cash Management Account constitute (when and to the extent opened) constitutes a “deposit accountsaccount” and/or or “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New York)Code; (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Clearing Bank and Agent have has agreed to comply with all instructions originated by LenderLxxxxx, without further consent by BorrowerBxxxxxxx, directing disposition of the Lockbox Clearing Account and Cash Management Account (when and to the extent opened) and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Clearing Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower Bxxxxxxx has not consented to the Lockbox Clearing Bank and Agent Deposit Bank complying with instructions with respect to the Lockbox Clearing Account and Cash Management Account from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof (or will be terminated by delivery of the Tenant Direction Letters in accordance with the terms of this Agreement).

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with The Cash Management Agreement and the other Loan Documents, Lockbox Agreement and this Agreement create a valid and continuing perfected security interest (as defined in the Uniform Commercial Code of the State of New York) in Lockbox Account (to the extent the Lockbox Account is opened as of the date hereof) and the Cash Management Account (to the extent the Cash Management Account is opened as of the date hereof) in favor of Administrative Agent for the benefit of Lender, which perfected security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with prior financings that have been repaid or discharged or that will be repaid or discharged as of the closing of the Loan or in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and or the Cash Management Account Account; (b) Each of The Lockbox Account (to the extent the Lockbox Account is opened as of the date hereof) constitutes a “deposit account” within the meaning of the Uniform Commercial Code of the State of New York and the Cash Management Account constitute “deposit accounts” and/or (to the extent the Cash Management Account is opened as of the date hereof) constitutes a “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof hereof, the Cash Management Agreement, and the other applicable Loan DocumentsLockbox Agreement, the Lockbox Bank and Agent have agreed (or, to the extent the Lockbox Account is not opened as of the date hereof, will agree) to comply with all instructions originated by LenderAdministrative Agent, without further consent by Borrower, directing disposition of the Lockbox Account and the Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Account (to the extent the Lockbox Account is opened as of the date hereof) Account and the Cash Management Account (to the extent the Cash Management Account is opened as of the date hereof) are not in the name of any Person other than Borrower, as pledgor, or Administrative Agent for the benefit of Lender, as pledgee. Other than as set forth in the Cash Management Agreement or the Lockbox Agreement, Borrower has not consented to the Lockbox Bank and and/or Agent complying with instructions with respect to the Lockbox Account and and/or the Cash Management Account (to the extent the Cash Management Account is opened as of the date hereof) from any Person other than LenderAdministrative Agent.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the each Lockbox Account and the Cash Management Account (to the extent the Cash Management Account is open as of the Closing Date) in favor of Administrative Agent, for the benefit of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than (i) with respect to prior financings that have been repaid or otherwise discharged or that will be repaid or discharged as of the closing of the Loan, (ii) in connection with the Loan Documents and except for or (iii) Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed any Lockbox Account or the Cash Management Account; (b) Each Lockbox Account and Cash Management Account ; (b) Each of to the Lockbox Account and extent that the Cash Management Account constitute is open as of the Closing Date) constitutes a “deposit accounts” and/or “securities accountsaccount” within the meaning of the Uniform Commercial Code of as in effect in the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent Cash Management Bank have agreed to comply with all instructions originated by LenderAdministrative Agent, without further consent by BorrowerXxxxxxxx, directing disposition of the Lockbox Account and the Cash Management Account Account, to the extent open, and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The , and Xxxxxxxx has not consented to the Lockbox Bank or Cash Management Bank complying with instructions with respect to each Lockbox Account and Cash Management Account are from any Person other than Administrative Agent; (d) Each Lockbox Account is not in the name of any Person other than Xxxxxxxx, as pledgor or Administrative Agent, as pledgee and the Cash Management Account (to the extent the Cash Management Account is open as of the Closing Date) is not in the name of any Person other than Borrower, as pledgor, or Lenderpledgor and Administrative Agent, as pledgee. ; and (e) None of the Rents from the Properties are deposited by or on behalf of Borrower has not consented into any “deposit accounts” or “securities accounts” which are subject to a security interest in favor of third parties, other than pursuant to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than LenderLoan Documents.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in Borrower’s interest in each of the Lockbox Account and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, Liens and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted EncumbrancesDocuments, neither Borrower nor Master Lessee has not sold, pledged, transferred or otherwise conveyed any interest in the Lockbox Account and or the Cash Management Account Account; (b) Each of the Lockbox Account and the Cash Management Account constitute constitutes a “deposit accountsaccount” and/or “securities accountsaccount” (within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents or Master Lease Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by BorrowerBorrower or Master Lessee, directing disposition of the Lockbox Account and the Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than BorrowerMaster Lessee, as pledgor, or Lender, as pledgee. ; (e) Neither Borrower nor Master Lessee has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender, except that, unless a Cash Sweep Period is in effect, the Lockbox Bank is instructed to remit funds to Master Lessee’s operating account as set forth in Section 2.7.1; and (f) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkDelaware) in the Lockbox Account Account, the Medicare/Medicaid Receivables Accounts and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred sold or otherwise conveyed the Lockbox Account Account, the Medicare/Medicaid Receivables Accounts, and the Cash Management Account Account; (b) Each of the Lockbox Account Account, the Medicare/Medicaid Receivables Accounts and the Cash Management Account constitute “"deposit accounts” and/or “securities accounts” " within the meaning of the Uniform Commercial Code of the State state of New York)where such account is located; (c) Pursuant and subject to the terms hereof and the other applicable Loan Documentshereof, the Lockbox Bank and Agent have has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account Account, the Medicare/Medicaid Receivables Accounts and the Cash Management Account are not in the name of any Person other than the applicable Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkUCC) in the Lockbox Clearing Account and Cash Management Account in favor of Agent, for the ratable benefit of Lender, as and when each such account may be established, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed its interest in the Lockbox Clearing Account and Cash Management Account ;Account. (b) Each of the Lockbox Clearing Account and Cash Management Account shall constitute a “deposit accounts” and/or “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New York);UCC. (c) Pursuant and subject to the terms hereof and of the other applicable Loan Documents, Borrower agrees that it shall instruct the Lockbox Clearing Bank and Agent have agreed Deposit Bank to comply with all instructions originated by LenderAgent, without further consent by BorrowerBorrower or any other Person, directing disposition of the Lockbox Clearing Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and. USActive 36631986.12 -90- (d) The Lockbox Clearing Account and Cash Management Account are shall not be held in the name of any Person other than Borrower, as pledgor, or for the benefit of Agent, for the ratable benefit of Lender, as pledgee. Borrower has secured party. (e) The Property is not consented subject to any cash management system (other than pursuant to the Lockbox Bank Loan Documents), and Agent complying any and all existing tenant instruction letters issued in connection with instructions with respect any previous financing have been duly terminated prior to the Lockbox Account and Cash Management Account from any Person other than Lenderdate hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of LenderLender or Agent, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account ; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender; and (e) The Properties are not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender. (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account ; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent Cash Management Bank have agreed to comply with all instructions originated by LenderXxxxxx, without further consent by Borrower, Borrower or Operating Lessee directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, Borrower or Operating Lessee as pledgor, or Lender, as pledgee. Borrower Operating Lessee has not consented to the Lockbox Bank and Agent Cash Management Bank complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender. (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkDelaware) in the each Lockbox Account and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account Accounts and Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New YorkDelaware); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documentshereof, the each Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account Accounts and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account Accounts and Cash Management Account are not in the name of any Person other than Borrower (or Manager, as agent for Borrower), as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank Banks and Agent complying with instructions with respect to the Lockbox Account Accounts and Cash Management Account from any Person other than Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This The Cash Management Agreement, together with the other Loan Documents, Clearing Account Agreements and this Agreement create a valid and continuing security interest (as defined in the Uniform Commercial Code of in effect in the State of New YorkYork or under the Personal Property Security Act (Ontario), as applicable) in each of the Lockbox Account Clearing Accounts and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from BorrowerBorrower or any other Loan Party. Other than in connection with the Loan Documents and or in connection with any previous loans that have been satisfied on or prior to the Closing Date, except for Permitted Encumbrances, neither Borrower nor any other Loan Party has not sold, pledged, transferred or otherwise conveyed any Clearing Account or the Lockbox Account and Cash Management Account ;Account. (b) Each of the Lockbox Account Clearing Accounts, the Property Accounts and the Cash Management Account constitute constitutes a “deposit accountsaccount” and/or or “securities accountssecurity account” within the meaning of the Uniform Commercial Code of in effect in the State of New York);. (c) Pursuant and subject to the terms hereof and the other applicable Loan DocumentsClearing Account Agreements and the Cash Management Agreement, the Lockbox Borrower has caused each Clearing Bank and Agent have agreed to agree to comply with all written instructions originated by Lender, without further consent by BorrowerBorrower or any other Loan Party, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested thereinin the Clearing Accounts, the Property Accounts and the Cash Management Account, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and. (d) The Lockbox Account Clearing Accounts, the Property Accounts and the Cash Management Account are not in the name of any Person other than BorrowerBorrower (or another Loan Party), as pledgor, or Lender, as pledgee. Neither Borrower nor any other Loan Party has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender; and (e) None of the Properties are subject to any cash management system (other than pursuant to the Loan Documents and pursuant to any cash management agreement entered into in connection with prior mortgage loans secured by any or all of the Properties, which prior mortgage loans have been satisfied in full or will be satisfied and paid in full from the proceeds of the Loan), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Clearing Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Clearing Account and Cash Management Account ; (b) Each of the Lockbox Clearing Account and Cash Management Account constitute “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Clearing Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Clearing Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Clearing Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Clearing Bank and Agent complying with instructions with respect to the Lockbox Clearing Account and Cash Management Account from any Person other than Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the each Lockbox Account and the Cash Management Account (to the extent the Cash Management Account is open as of the Closing Date) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than (i) with respect to prior financings that have been repaid or otherwise discharged or that will be repaid or discharged as of the closing of the Loan, (ii) in connection with the Loan Documents and except for or (iii) Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed any Lockbox Account or the Cash Management Account; (b) Each Lockbox Account and Cash Management Account ; (b) Each of to the Lockbox Account and extent that the Cash Management Account constitute is open as of the Closing Date) constitutes a “deposit accounts” and/or “securities accountsaccount” within the meaning of the Uniform Commercial Code of as in effect in the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by LenderXxxxxx, without further consent by BorrowerXxxxxxxx, directing disposition of the Lockbox Account and the Cash Management Account Account, to the extent open, and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The , and Xxxxxxxx has not consented to the Lockbox Bank or Agent complying with instructions with respect to each Lockbox Account and Cash Management Account are from any Person other than Lender; (d) Each Lockbox Account is not in the name of any Person other than Borrower, as pledgor, pledgor or Lender, as pledgee. Borrower has not consented to pledgee and the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from (to the extent the Cash Management Account is open as of the Closing Date) is not in the name of any Person other than Borrower, as pledgor and Lender, as pledgee; and (e) None of the Rents from the Properties are deposited by or on behalf of Borrower into any “deposit accounts” or “securities accounts” which are subject to a security interest in favor of third parties, other than pursuant to the Loan Documents.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of LenderLender or Agent, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account ; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, thereon and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; andthereof; (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender; and (e) The Properties are not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkDelaware) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred sold or otherwise conveyed the Lockbox Account and Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute “deposit accounts” and/or or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New YorkDelaware); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documentshereof, the Lockbox Bank and Agent have has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than BorrowerBorrower or its designee approved by Lender, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkCode) in Borrower’s interest in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, neither Borrower nor Master Tenant has not sold, pledged, transferred or otherwise conveyed any interest in the Lockbox Account and Cash Management Account (and shall not take any of the foregoing actions); (b) Each of the Lockbox Account and The Cash Management Account constitute constitutes a “deposit accountsaccount” and/or or “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New YorkCode); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents or Master Lease Documents, the Lockbox Bank and Agent have has agreed to comply with all instructions originated by Lender, without further consent by BorrowerBorrower or Master Tenant, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Account and Cash Management Account are shall not be in the name of any Person other than BorrowerMaster Tenant, as pledgor, or Lender, as pledgee. Neither Borrower nor Master Tenant has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender, except that, unless a Cash Sweep Period is in effect, the Clearing Bank is instructed to remit funds to Master Tenant’s operating account as set forth in Section 2.7.1; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with The Cash Management Agreement and the other Loan Documents, Lockbox Agreement and this Agreement create a valid and continuing perfected security interest (as defined in the Uniform Commercial Code of the State of New York) in Lockbox Account (to the extent the Lockbox Account is opened as of the date hereof) and the Cash Management Account (to the extent the Cash Management Account is opened as of the date hereof) in favor of Administrative Agent for the benefit of Lender, which perfected security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with prior financings that have been repaid or discharged or that will be repaid or discharged as of the closing of the Loan or in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and or the Cash Management Account Account; (b) Each of The Lockbox Account (to the extent the Lockbox Account is opened as of the date hereof) constitutes a “deposit account” within the meaning of the Uniform Commercial Code of the State of New York and the Cash Management Account constitute “deposit accounts” and/or (to the extent the Cash Management Account is opened as of the date hereof) constitutes a “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof hereof, the Cash Management Agreement, and the other applicable Loan DocumentsLockbox Agreement, the Lockbox Bank and Agent have agreed (or, to the extent the Lockbox Account is not opened as of the date hereof, will agree) to comply with all instructions originated by LenderAdministrative Agent, without further consent by BorrowerXxxxxxxx, directing disposition of the Lockbox Account and the Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Account (to the extent the Lockbox Account is opened as of the date hereof) Account and the Cash Management Account (to the extent the Cash Management Account is opened as of the date hereof) are not in the name of any Person other than Borrower, as pledgor, or Administrative Agent for the benefit of Lender, as pledgee. Other than as set forth in the Cash Management Agreement or the Lockbox Agreement, Borrower has not consented to the Lockbox Bank and and/or Agent complying with instructions with respect to the Lockbox Account and and/or the Cash Management Account (to the extent the Cash Management Account is opened as of the date hereof) from any Person other than LenderAdministrative Agent.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This The Cash Management Agreement, together with the other Loan Documents, Lockbox Agreement and this Agreement create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkYork or the State of California, as applicable) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Borrowers Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has Borrowers have not sold, pledged, transferred sold or otherwise conveyed the Lockbox Account and Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute “"deposit accounts” and/or “securities accounts” " within the meaning of the Uniform Commercial Code of the State of State of New York); (c) Pursuant and subject to the terms hereof hereof, and the other applicable Loan Documentsterms of any additional agreements among Lender, Borrowers and Lockbox Bank, the Lockbox Bank and Agent have has agreed to comply with all instructions originated by Lender, without further consent by BorrowerBorrowers, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkCalifornia) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New YorkCalifornia); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender. (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkCode) in the Lockbox Clearing Account and Cash Management Account (when and to the extent opened) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower, subject to applicable bankruptcy, insolvency and similar laws affecting rights of credits generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Clearing Account and or Cash Management Account Account; (b) Each of the Lockbox Clearing Account and Cash Management Account constitute (when and to the extent opened) constitutes a “deposit accountsaccount” and/or or “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New York);Code; 63 0123905.0782082 4863-1270-3898v11 (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Clearing Bank and Agent have has agreed to comply with all instructions originated by LenderXxxxxx, without further consent by BorrowerXxxxxxxx, directing disposition of the Lockbox Clearing Account and Cash Management Account (when and to the extent opened) and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Clearing Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower Xxxxxxxx has not consented to the Lockbox Clearing Bank and Agent complying with instructions with respect to the Lockbox Clearing Account and Cash Management Account from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof (or will be terminated by delivery of the Tenant Direction Letters in accordance with the terms of this Agreement).

Cash Management Account. Each of Borrower and Maryland Owner hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrowereach of Borrower and Maryland Owner. Other than in connection with the Loan Documents and except for Permitted Encumbrances, neither Borrower nor Maryland Owner has not sold, pledged, transferred or otherwise conveyed any interest in the Lockbox Account and and/or the Cash Management Account Account; (b) Each of the Lockbox Account and the Cash Management Account constitute constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by BorrowerBorrower and/or Maryland Owner, directing disposition of the Lockbox Account and the Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Neither the Lockbox Account and nor the Cash Management Account are not in the name of any Person other than BorrowerBorrower or Maryland Owner, as applicable, as pledgor, or Lender, as pledgee. Neither Borrower nor Maryland Owner has not consented to the Lockbox Bank and and/or Agent complying with instructions with respect to the Lockbox Account and and/or the Cash Management Account from any Person other than Lender. (e) None of the Properties are subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This The Cash Management Agreement, together with the other Loan DocumentsConcentration Account Agreement, each Clearing Account Agreement and this Agreement create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in each Clearing Account, the Lockbox Concentration Account and the Cash Management Account (to the extent the Cash Management Account is opened as of the date hereof) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from BorrowerBorrower and/or Operating Lessee. Other than in connection with prior financings that have been repaid or discharged or that will be repaid or discharged as of the closing of the Loan or in connection with the Loan Documents and except for Permitted Encumbrances, neither Borrower nor Operating Lessee has not sold, pledged, transferred or otherwise conveyed any Clearing Accounts, the Lockbox Account and Concentration Accounts and/or Cash Management Account Account; (b) Each of the Lockbox Clearing Account, each Concentration Account and the Cash Management Account constitute constitutes a “deposit accountsaccount” and/or “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank Concentration Account Agreements and the Clearing Account Agreements, the Concentration Banks, the Clearing Banks and Agent have agreed to comply with all instructions originated by Lender, without further consent by BorrowerBorrower and/or Operating Lessee, directing disposition of each Clearing Account, the Lockbox Concentration Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Each Clearing Account, each Concentration Account and the Cash Management Account are not in the name of any Person other than BorrowerBorrower or Operating Lessee (as applicable), as pledgor, or Lender, as pledgee. Other than as set forth in the Clearing Account Agreements or the Concentration Account Agreements, neither Borrower nor Operating Lessee has not consented to the Lockbox Clearing Bank, Concentration Bank and and/or Agent complying with instructions with respect to the Lockbox Clearing Account, the Concentration Account and and/or the Cash Management Account from any Person other than Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and the Management Agreement, and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account ; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) York in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and or the Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes a “deposit accountsaccount” and/or “securities accountsaccount” within the meaning of the Uniform Commercial Code of as in effect in the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and, and Borrower has not consented to the Lockbox Bank or Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender; (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. ; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and Borrower has not consented prepared the Tenant Direction Letters, which Tenant Direction Letters (i) direct the Tenants to deposit all Rents directly into the Lockbox Account, (ii) state that any and all existing tenant instruction letters issued in connection with any previous financing are terminated, and (iii) shall be delivered to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than LenderTenants as required by Section 2.7.1(b).

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkCode) in the Lockbox Clearing Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Clearing Account and or Cash Management Account Account; (b) Each of the Lockbox Clearing Account and Cash Management Account constitute constitutes a “deposit accountsaccount” and/or or “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New YorkCode); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Clearing Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Clearing Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Clearing Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Clearing Bank and Agent complying with instructions with respect to the Lockbox Clearing Account and Cash Management Account from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated or superseded prior to the date hereof or will be duly terminated or superseded promptly following the Closing Date.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the each Lockbox Account and the Cash Management Account (to the extent the Cash Management Account is open as of the Closing Date) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than (i) with respect to prior financings that have been repaid or otherwise discharged or that will be repaid or discharged as of the closing of the Loan, (ii) in connection with the Loan Documents and except for or (iii) Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed any Lockbox Account or the Cash Management Account; (b) Each Lockbox Account and Cash Management Account ; (b) Each of to the Lockbox Account and extent that the Cash Management Account constitute is open as of the Closing Date) constitutes a “deposit accounts” and/or “securities accountsaccount” within the meaning of the Uniform Commercial Code of as in effect in the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and the Cash Management Account Account, to the extent open, and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The , and Borrower has not consented to the Lockbox Bank or Agent complying with instructions with respect to each Lockbox Account and Cash Management Account are from any Person other than Lender; (d) Each Lockbox Account is not in the name of any Person other than Borrower, as pledgor, pledgor or Lender, as pledgee. Borrower has not consented to pledgee and the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from (to the extent the Cash Management Account is open as of the Closing Date) is not in the name of any Person other than Borrower, as pledgor and Lender, as pledgee; and (e) None of the Rents from the Properties are deposited by or on behalf of Borrower into any “deposit accounts” or “securities accounts” which are subject to a security interest in favor of third parties, other than pursuant to the Loan Documents.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Mezzanine Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable Liens as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted EncumbrancesDocuments, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Mezzanine Cash Management Account ;Account. (b) Each of the Lockbox Account and Account, Cash Management Account constitute and Mezzanine Cash Management Account constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and of the other applicable Mortgage Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Mortgage Lender, without further consent by Mortgage Borrower, directing disposition of the Lockbox Account, Cash Management Account and Mezzanine Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Mortgage Borrower, as pledgor, or Mortgage Lender, as pledgee. The Mezzanine Cash Management Account is not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Mortgage Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Mortgage Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This The Cash Management Agreement, together with the other Loan Documents, and this Agreement create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrowerany Individual Borrower or any Individual Operating Lessee. Other than in connection with the Loan Documents and except for Permitted Encumbrances, no Individual Borrower or Individual Operating Lessee has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account Account; (b) Each of the Lockbox Account and The Cash Management Account constitute constitutes a “deposit accountsaccount” and/or “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have has agreed to comply with all instructions originated by Lender, without further consent by Borrowerany Individual Borrower or any Individual Operating Lessee, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are is not in the name of any Person other than Borrowerthe applicable Individual Borrower or Individual Operating Lessee, as pledgor, or Lender, as pledgee. No Individual Borrower or Individual Operating Lessee has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and the Cash Management Account (when and to the extent opened) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute (when and to the extent opened) constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York);; 45 0107842.0726822 4821-7262-8396v10 (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Account and Cash Management Account (when and to the extent opened) are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with The Cash Management Agreement and the other Loan Documents, Clearing Account Agreements and this Agreement create a valid and continuing security interest (as defined in the Uniform Commercial Code of in effect in the State of New York) in each of the Lockbox Account Clearing Accounts, the Concentration Accounts and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from BorrowerBorrower or any other Loan Party. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower neither Borrower, nor Operating Lessee nor any other Loan Party has not sold, pledged, transferred or otherwise conveyed any Clearing Account, any Concentration Account or the Lockbox Account and Cash Management Account ;Account. (b) Each of the Lockbox Account Clearing Accounts, the Concentration Accounts and the Cash Management Account constitute constitutes a “deposit accountsaccount” and/or or “securities accountssecurity account” within the meaning of the Uniform Commercial Code of in effect in the State of New York);. (c) Pursuant and subject to the terms hereof and the other applicable Loan DocumentsClearing Account Agreements and the Cash Management Agreement, Borrower and/or Operating Lessee have caused each Clearing Bank, the Lockbox Concentration Bank and Agent have agreed to agree to comply with all written instructions originated by Lender, without further consent by Borrower, Operating Lessee or any other Loan Party, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested thereinin the Clearing Accounts, the Concentration Accounts and the Cash Management Account, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and. (d) The Lockbox Account Clearing Accounts, the Concentration Accounts and the Cash Management Account are not in the name of any Person other than BorrowerBorrower (or another Loan Party), as pledgor, or Lender, as pledgee. Borrower Neither Borrower, nor Operating Lessee nor any other Loan Party has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account ; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender. (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower Each Loan Party hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from BorrowerBorrower or any other Loan Party. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and the Cash Management Account Account; (b) Each of the The Lockbox Account and the Cash Management Account constitute shall be and shall be treated as “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by BorrowerBorrower or any other Loan Party, directing disposition of the Lockbox Account and the Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and; (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than BorrowerBorrower or another Loan Party, as pledgor, or Lender, as pledgee. Borrower and each other Loan Party has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and the Cash Management Account from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to Cash Management Agreement and the other Loan Documents), and any and all existing tenant instruction letters and other payment direction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New YorkCode) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account Account; (b) Each of the Lockbox Account and Cash Management Account constitute constitutes a “deposit accountsaccount” and/or “securities accountsaccount” within the meaning of the Uniform Commercial Code of the State of New YorkCode); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender. (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents and as between the Borrowers), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.