Common use of Cash Management Account Clause in Contracts

Cash Management Account. (a) During the Term, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

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

Cash Management Account. (a) During the Term, Borrower Lender and/or Servicer shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank Servicer in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. The Cash Management Account shall be entitled “Xxxxxxx Properties – Gas Tower Project, for the benefit of Nomura Credit & Capital, Inc., its successors and assigns, as Lender, pursuant to Loan Agreement dated as of August 7, 2006 - Cash Management Account.” Each Borrower (i) hereby grants to Lender a first-first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first-first priority security interest in the Cash Management Account, including, without limitation, including executing and filing UCC-1 financing statements Financing Statements and continuations thereof. Neither Borrower will not in any way alter or modify the Cash Management Account or further pledge, assign, encumber or grant a security interest in its interest in the Cash Management Account. Borrowers will notify Lender of the account number of the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by BorrowerBorrowers. (b) The insufficiency Provided no Event of Default shall have occurred and be continuing, on each Payment Date (or, if such Payment Date is not a Business Day, on the immediately preceding Business Day) all funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender to the payment of the following items in such the order and priority as Lender shall determine.indicated: (di) In First, payment to Lender of an amount sufficient to pay the event of any Transfer of any Property, Borrower shall (or shall cause Manager or monthly deposit to the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation Tax and Insurance Escrow Funds in accordance with the terms and conditions of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof.Section 7.2 hereof; (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) Second, payment to Lender of the UCCMonthly Interest Payment due on such Payment Date; (iii) Third, payments to (a) the Rollover Reserve Funds in accordance with the terms and instructions originated conditions of Section 7.4 hereof and (b) the Sidley Austin Reserve Funds in accordance with the terms and conditions of Section 7.6 hereof; (iv) Fourth, payment to Lender of (or reimbursement of Lender for) any other amounts then due and payable under the Loan Documents (including any “protective advances” made by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) respect of the UCCLoan, or a “deposit account”, as defined in Section 9-102(a)(29) but excluding any application on account of the UCC.Outstanding Principal Balance); (hv) During Fifth, payments for monthly Cash Expenses and Capital Expenditures incurred in accordance with the Termrelated Approved Annual Budget pursuant to a written request for payment submitted by Borrowers to Lender specifying the individual Cash Expenses and Capital Expenditures in a form acceptable to Lender; (vi) Sixth, Borrower shall not and shall cause Manager not payment to deposit Rents one or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.both Borrowers of amounts necessary to pay Extraordinary Expenses reasonably approved by Lender, if any;

Cash Management Account. (a) During Upon the Termoccurrence of a Cash Sweep Event, Borrower shall cause Master Tenant to establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank Agent in trust and for the benefit of LenderBorrower and Lender and to which, during a Cash Sweep Period, all amounts that otherwise would have been wired to Master Tenant pursuant to the Clearing Account Agreement shall be transferred instead, which Cash Management Account shall be under the sole dominion and control of Lender or Lender. The Cash Management Account shall be entitled in the Servicer on behalf name of Master Tenant for the benefit of Lender. Master Tenant shall grant to Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions deemed necessary or desirable by Lender to maintain in favor of Lender Borrower and of Lender, as Borrower’s assignee, a perfected first-first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 financing statements Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not, and will not permit Master Tenant to, in any way alter or modify the Cash Management AccountAccount and will notify Lender of the account number thereof. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account Account, and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by BorrowerBorrower or Master Tenant. (b) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default or any Bankruptcy Action of Borrower or Manager and the acceleration of the Loan by Lender may be applied by Lender in such order and priority as Lender shall determine. (d) In . If Lender has not accelerated the event Loan notwithstanding the existence of an Event of Default or any Transfer Bankruptcy Action of any PropertyBorrower, Borrower shall (Master Tenant, Principal or shall cause Manager or the closing title company or escrow agentManager, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lendercontinuing exclusive control of, and neither Borrowerright to withdraw and apply, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account that would constitute rent under the Master Lease and all of Borrower’s Excess Cash Flow (excluding, for the avoidance of doubt, Master Tenant’s Excess Cash Flow) to payment of any and all debts, liabilities and obligations of Borrower to Lender pursuant to or in connection with this Agreement and the Subaccounts without other Loan Documents, in such order, proportion and priority as Lender may determine in its sole discretion. Notwithstanding anything to the further consent of contrary contained in this Section 2.7.2(c), Lender shall make any Collected Taxes available for payment to the relevant tax authorities to the extent such Collected Taxes are required to be so remitted. (d) Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by hereby agrees that Lender directing the transfer or redemption of any financial asset relating to may modify the Cash Management Account or Agreement for the purpose of establishing additional sub-accounts in connection with any Subaccount without further consent by Borrower or any payments otherwise required under this Agreement and the other Person. The Cash Management Account Loan Documents and each Subaccount is and Lender shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCCprovide notice thereof to Borrower. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During The Account Holder hereby directs the TermCustodian, Borrower shall establish pending further instructions, to sweep all un‐invested cash from any source, including, but not limited to, contributions, transfers, and maintain a segregated Eligible Account (income from investments held within the “Cash Management Account”) to be held by , into the Cash Management Account Bank provided by the Custodian; to place such cash in trust and for an FDIC insured demand deposit account; to determine the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower hereby grants to Lender a first-priority security interest banking institution(s) that will participate in the Cash Management Account Program as a depository institution; and all deposits at any time contained therein and determine the proceeds thereof and amount of funds that will take all actions necessary be held by each participating bank. The Account Holder understands it can find a list of participating banks on the Custodian’s website or by making a written request to maintain in favor of Lender a perfected first-priority security interest the Custodian. Account Holder account statements will list each banking institution participating in the Cash Management AccountAccount Program and the amount of funds held by each for the Account Holder. The Account Holder understands that rate paid to the Account Holder on such deposits is in the sole discretion of the Custodian and agrees that the Custodian may retain as a fee an amount equal to the gross interest earned on the amounts deposited with the participating banks less the amount paid to the Account Holder. Account Xxxxxx agrees that interest earned on such cash balances, includingnet of any fee(s) described in Article X, without limitationshall be credited to the Account as of the end of each month, filing UCC-1 financing statements and continuations thereofexcept for the month in which the Account is closed. Borrower When the Account is closed, interest will not be credited for that month and such interest, if any, will be taken as part of the final closing fee charged by the Custodian. The Account Holder understands that funds deposited into the Cash Management Account are insured by the FDIC, an independent agency of the U.S. government, up to a maximum amount of $250,000, per Account Holder at each bank participating in any way alter or modify the Custodian’s Cash Management Program. For Automatic Rollover IRAs administered by the Custodian, funds received from an employer, on behalf of an employee who no longer works at the company, have their balances automatically placed into the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts Trustee of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to previous employer’s retirement plan authorized the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) placement of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections funds into any account other than a Rent Deposit Account or the our Cash Management Account. Funds will remain in the account, subject to our fees as disclosed in our published IRA Fee Schedule, pending further direction from the ex‐employee. Once the ex‐employee makes contact with us and provides the requested information and documentation, they may elect to: 1) maintain the account at M2 Trust; 2) take distribution of the available cash balance; 3) transfer the balance to another IRA Custodian; or 4) request a direct rollover into a new employer’s retirement plan (if the plan allows for such rollovers), subject to our fees as disclosed in our published IRA Fee Schedule.

Cash Management Account. (a) During the Term, Borrower Lender shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Deposit Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the The Cash Management Account shall be paid by Borrower. (b) The insufficiency entitled “Xxxxxx Element LA, LLC, as pledgor, for the benefit of funds on deposit in the Cantor Commercial Real Estate Lending, L.P. and Xxxxxxx Xxxxx Mortgage Company, collectively, as Secured Party – Cash Management Account shall not relieve Borrower from the obligation to make any payments, Account,” or such other name as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied required by Lender in such order and priority as from time to time. Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may will also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by hereby grants to Lender with respect to the disposition of funds a first priority security interest in the Cash Management Account and the Subaccounts without and all deposits at any time contained therein and the further consent of Borrower or Manager or any other Person proceeds thereof, and (ii) will take all “entitlement orders” (as defined actions necessary to maintain in Section 8-102(a)(8) favor of Lender a perfected first priority security interest in the Cash Management Account and the Subaccounts, including, without limitation, filing or authorizing Lender to file UCC-1 financing statements and continuations thereof. Borrower will not in any way alter, modify or close the Cash Management Account and will notify Lender of the UCCaccount number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and the Subaccounts and all costs and expenses for establishing and maintaining the Cash Management Account and the Subaccounts shall be paid by Borrower. All monies now or hereafter deposited into the Cash Management Account and the Subaccounts shall be deemed additional security for the Debt. As of the date hereof, pursuant to the terms of the Cash Management Agreement, the Cash Management Account has been reserved the following number at Deposit Bank: 102-899-2253. (b) Provided no Event of Default shall have occurred and instructions originated be continuing, on each Payment Date during a Cash Management Period (or, if such Payment Date is not a Business Day, on the immediately preceding Business Day), all funds on deposit in the Cash Management Account shall be applied by Lender directing (or by Deposit Bank at Lender’s direction) to the transfer or redemption payment of any financial asset relating the following items in the order indicated: (i) First, payment to Lender (for deposit in the Tax and Insurance Escrow Account) in respect of the Tax and Insurance Escrow Funds in accordance with the terms and conditions of Section 7.2 hereof, to be disbursed as set forth in this Agreement; (ii) Second, payment to Deposit Bank of the fees and expenses of Deposit Bank then due and payable pursuant to the Cash Management Account or Agreement; (iii) Third, payment to Lender of the Monthly Debt Service Payment, applied to the payment of interest computed at the Interest Rate; (iv) Fourth, payment to Lender (for deposit in the Replacement Reserve Account) in respect of the Replacement Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.3.1 hereof; (v) Fifth, payment to Lender of any Subaccount without further consent other amounts then due and payable under the Loan Documents (other than the Outstanding Principal Balance); (vi) Sixth, payment to Borrower in an amount equal to the aggregate of (A) Operating Expenses due and payable by Borrower or during the succeeding month as set forth in the Approved Annual Budget, and (B) Extraordinary Expenses, if any, approved by Lender (all amounts then remaining after payment of items (i) through (v) above and this item (vi), being hereinafter referred to as “Available Cash”); (vii) Seventh, if a Guarantor Downgrade Sweep Event has occurred and is continuing, (A) payment to Lender, for deposit in the Riot Games Recourse Reserve Account and to constitute Riot Games Recourse Reserve Funds, of all Available Cash until such time as the balance of Riot Games Recourse Reserve Funds on deposit in the Riot Games Recourse Reserve Account equals the amount of the outstanding Riot Games Recourse Amounts (all amounts then remaining after payment of items (i) through (vi) above and, if applicable, this item (vii)(A), being hereinafter referred to as “Remaining Available Cash”), and (B) if no other Cash Management Event has occurred and is then continuing, any Remaining Available Cash to Borrower; (viii) Eighth, payment to Lender, for deposit in the Leasing Reserve Account and to constitute Leasing Reserve Funds, of all Remaining Available Cash; provided, however, that if the Cash Management Period then continuing is solely as a result of the continuance of a Tenant Major Event and no other Person. Cash Management Event is then continuing, such payment of Remaining Available Cash to Lender for deposit in the Leasing Reserve Account shall be limited to an amount equal to the positive difference between (A) the applicable Leasing Reserve Account Cap and (B) the amount of Leasing Reserve Funds then on deposit in the Leasing Reserve Account prior to making any such payment of Remaining Available Cash on such Payment Date (the “Leasing Reserve Limited Payment”; and the positive difference between the Remaining Available Cash and the Leasing Reserve Limited Payment”, being hereinafter referred to as the “Leasing Reserve Surplus”); and (ix) Ninth, if the Cash Management Period then continuing is solely as a result of the continuance of a Tenant Major Event and no other Cash Management Event is then continuing, any Leasing Reserve Surplus to Borrower. (c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower of the obligation to make any payments, as and each Subaccount is when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be treated either as a “securities account”separate and independent, as such term is defined in Section 8-501(a) of the UCC, and not conditioned on any event or a “deposit account”, as defined in Section 9-102(a)(29) of the UCCcircumstance whatsoever. (hd) During Notwithstanding Section 2.7.2(b) above, following the Termoccurrence of an Event of Default and during the continuance thereof, Borrower shall not and shall cause Manager not to all funds on deposit Rents or other Collections into any account other than a Rent Deposit Account or in the Cash Management AccountAccount may be applied by Lender in such order and priority as Lender shall determine in its sole discretion until the Debt has been paid in full. (e) Borrower hereby agrees to reasonably cooperate with Lender with respect to any requested modifications to the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents.

Cash Management Account. (a) During On or prior to the Term, Closing Date Borrower shall establish and thereafter maintain with the Cash Management Bank a segregated Eligible cash management account into which distributions from the Senior Mezzanine Cash Management Account will be deposited (the “Cash Management Account”) ), subject to be held by Cash Management Account Bank and in trust and for accordance with the benefit terms hereof. As a condition precedent to the closing of Lenderthe Loan, which Cash Management Account Borrower shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower hereby grants to Lender a first-priority security interest in cause the Cash Management Account Bank to execute and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain deliver an agreement (as modified or replaced in favor of Lender accordance herewith, a perfected first-priority security interest in the “Cash Management AccountAgreement”) which provides, includinginter alia, without limitation, filing UCC-1 financing statements that no party other than Lender and continuations thereof. Borrower will not in any way alter or modify Servicer shall have the right to withdraw funds from the Cash Management Account. Lender The fees and Servicer on behalf expenses of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account Bank shall be paid by Borrower. From and after the Closing Date, Borrower shall cause Senior Mezzanine Borrower to maintain the Senior Mezzanine Loan Cash Management Account and the Senior Mezzanine Loan Collateral Accounts, in each case, in accordance with the Senior Mezzanine Loan Documents, notwithstanding any waiver or future amendment of the Senior Mezzanine Loan Documents. Provided that no Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default shall have occurred and be continuing, on each Business Day, all amounts on deposit in the Senior Mezzanine Cash Management Account in excess of the “Minimum Balance”, as defined in the Senior Mezzanine Loan Agreement, shall be remitted to the Cash Management Account. (b) The insufficiency Subject to the requirements of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Encumbered Property Debt Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account within five Business Days following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any PropertyOriginal Closing Date, Borrower shall cause Senior Mezzanine Borrower to deliver to each Tenant in the Properties (or except for Tenants at Other Properties) a written notice (a “Tenant Notice”) in the form of Exhibit D instructing that (i) all payments under the Leases shall cause Manager or the closing title company or escrow agent, as applicable, thereafter be transmitted by them directly to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager todeposited directly into, deposit any other Collections received by or on behalf of Borrower directly into the Senior Mezzanine Cash Management Account or Rent Deposit a Blocked Account within three and (3ii) Business Days following receipt thereof. such instruction may not be rescinded unless and until such Tenant receives from Borrower or Lender a copy of Lender’s written consent to such rescission or Lender’s written notice that the Loan has been repaid in full. Borrower shall send a copy of each such written notice to Lender and shall cause such notices to be redelivered to each Tenant until such time as such Tenant complies therewith. Subject to the Encumbered Property Debt Documents and any Qualified Joint Venture Agreement, Borrower shall cause (ei) Lender may also establish subaccounts of all cash Revenues relating to the Cash Management Account which shall at all times be Eligible Accounts Properties (other than the Encumbered Properties and may be ledger or book entry accounts and not actual accountsthe TRS Properties) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall money received by Borrower or the Approved Property Manager (other than tenant security deposits required to be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal held in escrow accounts) with respect to the Properties (other than the Encumbered Properties and the TRS Properties) to be deposited in the Senior Mezzanine Cash Management Account or any Subaccounts except with a Blocked Account by the prior written consent end of Lender, and neither the first Business Day following Senior Mezzanine Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account ’s or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person Approved Property Manager’s receipt thereof and (ii) all “entitlement orders” (as defined Distributions to be deposited in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Senior Mezzanine Cash Management Account or any Subaccount without further consent a Blocked Account by Borrower the end of the second Business Day following Borrower’s receipt thereof. “Blocked Account” means an Eligible Account maintained with a financial institution reasonably satisfactory to Lender that enters into a blocked account agreement or any other Personsimilar irrevocable direction instruction (as modified or replaced in accordance herewith, the “Blocked Account Agreement”) reasonably satisfactory to Senior Mezzanine Lender pursuant to which such financial institution will remit, at the end of each Business Day, all amounts contained therein to an account specified by Senior Mezzanine Lender. The For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, no amounts shall be deposited into the Senior Mezzanine Cash Management Account and each Subaccount with respect to any Encumbered Property or TRS Property, except for Distributions pursuant to Section 5.23. Notwithstanding the foregoing, provided no Event of Default is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Termcontinuing, Borrower shall not and shall be required to cause Manager not Senior Mezzanine Borrower to deposit Rents into the Senior Mezzanine Cash Management Account the proceeds from the permitted sale of any Disposition Assets, except to the extent that Borrower is required hereunder to pay to Lender a Release Price or other Collections into any account other than a Rent Deposit Account or the Cash Management Accountamount in connection therewith.

Cash Management Account. (a) During Upon the Termoccurrence and during the continuance of a Cash Sweep Period, Representative Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. The Cash Management Account shall be titled MCZ/Centrum Flamingo III, L.L.C. as Borrower fbo Wells Fargo Bank, National Association et al as Lender. Representative Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereofthereof upon Lender’s request therefor. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect. Borrower will not in any way alter or modify the Cash Management Account without the prior written consent of Lender, and Borrower will notify Lender of the account number of the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) Funds on deposit in the Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (c) During the continuance of an Event of Default, all funds on deposit in the Cash Management Account shall be applied by Lender to the payment of the Debt and/or for any other purpose for which such funds may be applied by Lender pursuant to the provisions of any Loan Document, in such order and priority as Lender shall determine, in its sole discretion, provided, however, the Lender shall continue to make Priority Waterfall Payments to the extent of funds available therefore in the Cash Management Account so long as no Priority Payment Cessation Event has occurred and is continuing. (d) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (ce) All funds Borrower hereby agrees to cooperate with Lender in connection with any amendment to the Cash Management Agreement that Lender deems necessary for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents. (f) Notwithstanding anything contained herein or in the other Loan Documents to the contrary, Lender agrees that, notwithstanding the existence of an Event of Default, prior to a Priority Payment Cessation Event, Lender shall apply amounts on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts to payment of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”)Priority Waterfall Payments. The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds Any amounts remaining in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) after payment of the UCC) and instructions originated by Lender directing Priority Waterfall Payments shall be deposited in the transfer or redemption of any financial asset relating to the Excess Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Flow Reserve Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined applied in accordance with Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC7.5 hereof. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During the Term, Borrower Lender shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Deposit Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the The Cash Management Account shall be paid by Borrower. (b) The insufficiency entitled “INLAND DIVERSIFIED LAS VEGAS EASTERN BELTWAY, L.L.C., as pledgor, for the benefit of funds on deposit in the Cantor Commercial Real Estate Lending, L.P., as Secured Party — Cash Management Account shall not relieve Borrower from the obligation to make any payments, Account,” or such other name as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied required by Lender in such order and priority as from time to time. Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may will also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by hereby grants to Lender with respect to the disposition of funds a first priority security interest in the Cash Management Account and the Subaccounts without and all deposits at any time contained therein and the further consent of Borrower or Manager or any other Person proceeds thereof, and (ii) will take all “entitlement orders” actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account and the Subaccounts, including, without limitation, filing or authorizing Lender to file UCC-1 financing statements and continuations thereof. Borrower will not in any way alter, modify or close the Cash Management Account. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and the Subaccounts and all costs and expenses for establishing and maintaining the Cash Management Account and the Subaccounts shall be paid by Borrower. All monies now or hereafter deposited into the Cash Management Account and the Subaccounts shall be deemed additional security for the Debt. (as defined b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (or, if such Payment Date is not a Business Day, on the immediately preceding Business Day) all funds on deposit in Section 8-102(a)(8the Cash Management Account shall be applied by Lender (or by Deposit Bank at Lender’s direction) to the payment of the UCCfollowing items in the order indicated: (i) First, payment to Lender (for deposit in the Tax and instructions originated Insurance Escrow Account) in respect of the Tax and Insurance Escrow Funds in accordance with the terms and conditions of Section 7.2 hereof, to be disbursed as set forth in this Agreement; (ii) Second, payment to Deposit Bank of the fees and expenses of Deposit Bank then due and payable pursuant to the Cash Management Agreement; (iii) Third, payment to Lender of the Monthly Debt Service Payment Amount; (iv) Fourth, payment to Borrower in an amount equal to the aggregate of (A) operating expenses, if any, due and payable by Borrower during the succeeding month as set forth in the Approved Annual Budget, and (B) Extraordinary Expenses, if any, approved by Lender; (v) Fifth, payment to Lender (for deposit in the Replacement Reserve Account) in respect of the Replacement Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.3 hereof; (vi) Sixth, payment to Lender (for deposit in the Rollover Reserve Account) in respect of the Rollover Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.4 hereof; (vii) Seventh, payment to Lender (for deposit in the Major Tenant Rollover Reserve Account) in respect of the Major Tenant Rollover Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.6 hereof; (viii) Eighth, payment to Lender (for deposit in the Wal-Mart Reserve Account) in respect of the Wal-Mart Rollover Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.7 hereof; (ix) Ninth, payment to Lender (for deposit in the Sam’s Club Reserve Account) in respect of the Sam’s Club Rollover Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.8 hereof; (x) Tenth, payment to Lender of any other amounts then due and payable under the Loan Documents (other than the Outstanding Principal Balance); (xi) Eleventh, if a Wal-Mart Cash Trap Event is then continuing, payment of all amounts then remaining after payment of items (i) through (x) (all amounts then remaining after payment of items (i) through (x) being hereinafter referred to as “Excess Cash”) to the Wal-Mart Rollover Reserve Account in accordance with the terms and conditions of Section 7.7 hereof; (xii) Twelfth, if a Sam’s Club Cash Trap Event (but not a Wal-Mart Cash Trap Event) is then continuing, payment of all Excess Cash to the Sam’s Club Rollover Reserve Account in accordance with the terms and conditions of Section 7.8 hereof; (xiii) Thirteenth, if a Cash Trap Period (but no Wal-Mart Cash Trap Event and no Sam’s Club Cash Trap Event) is then continuing, payment of all amounts then remaining after payment of items (i) through (x) all Excess Cash to the Excess Cash Reserve Account in accordance with the terms and conditions of Section 7.5 hereof; and (xiv) Lastly, if no Wal-Mart Cash Trap Event has occurred and is continuing, no Sam’s Club Cash Trap Event has occurred and is then continuing, and no Cash Trap Period is then continuing, all Excess Cash to Borrower. (c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (d) Notwithstanding Section 2.7.2(b) above, following the occurrence of an Event of Default and during the continuance thereof, all funds on deposit in the Cash Management Account may be applied by Lender directing in such order and priority as Lender shall determine in its sole discretion until the transfer Debt has been paid in full. (e) Lender may exercise in respect of the funds deposited into the Clearing Account or redemption the Cash Management Account all rights and remedies available to Lender hereunder or under the other Loan Documents or otherwise available at law or in equity. Without limiting the generality of the foregoing or the provisions of Section 2.7.1(b) or Section 2.7.2(d) above, upon the occurrence and during the continuance of an Event of Default, Borrower acknowledges and agrees that it will have no further right to request or otherwise require Lender to disburse funds from the Cash Management Account in accordance with the terms of this Agreement, it being agreed that Lender may, at its option, (i) direct Deposit Bank to continue to hold the funds in the Cash Management Account, (ii) continue from time to time to apply all or any financial asset relating portion of the funds held in the Cash Management Account to any payment(s) which such funds could have been applied to prior to such Event of Default, to the extent and in such order and manner as Lender in its sole and absolute discretion may determine, or (iii) direct Deposit Bank from time to time to disburse all or any portion of the funds held in the Cash Management Account or any Subaccount without further consent other Collateral then or thereafter held by Borrower or any other Person. The Deposit Bank to Lender, in which event Lender may apply the funds held in the Cash Management Account or other Collateral to the Obligations in any order and each Subaccount is in such manner as Lender may determine in its sole and absolute discretion. (f) Upon the occurrence and during the continuance of any Event of Default, Lender may, at any time or from time to time, collect, appropriate, redeem, realize upon or otherwise enforce its rights with respect to the Collateral, without notice to Borrower and without the need to institute any legal action, make demand, exhaust any other remedies or otherwise proceed to enforce its rights. (g) No failure on the part of Lender to exercise, and no delay in exercising, any right under this Agreement shall be treated either operate as a “securities account”waiver of such right thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right under this Agreement or the other Loan Documents. The remedies provided in this Agreement, as such term is defined the Note, and the other Loan Documents are cumulative and not exclusive of any remedies provided at law or in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCCequity. (h) During the Term, Borrower shall not and shall cause Manager not hereby agrees to deposit Rents or other Collections into reasonably cooperate with Lender with respect to any account other than a Rent Deposit Account or requested modifications to the Cash Management AccountAgreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents.

Cash Management Account. (a) During Simultaneously with the Termoccurrence of Completion of the Project, Borrower shall establish enter into a Cash Management Agreement with a Cash Management Bank. Borrower acknowledges and maintain agrees that the Cash Management Agreement shall provide, among other things, that upon the commencement of the first Trigger Period (if any) hereunder, a segregated Eligible Account cash collateral account shall be established at the Cash Management Bank (such account, the “Cash Management Account”) to be held by in accordance with the terms of the Cash Management Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of LenderAgreement. Borrower hereby grants to Lender a first-first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-first priority security interest. Borrower hereby agrees that the Cash Management Agreement shall constitute an account control agreement with Cash Management Bank for the purposes of the UCC, and authorizes Lender to file UCC Financing Statements and continuations thereof to perfect Lender’s security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management AccountAccount if reasonably necessary. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account Account, and all neither Borrower or any other Person claiming on behalf of or through Borrower shall have any right or authority, whether express or implied, to make use of, or withdraw any funds, investments or other properties from, the Cash Management Account, or to give any instructions with respect to the Cash Management Account. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower from time to time in accordance with the Cash Management Agreement. The Cash Management Account shall be assigned the federal tax identification number of the Borrower. Borrower shall provide Lender or Cash Management Bank, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the IRS Code. If Bxxxxxxx has not completed the process of opening the Cash Management Account with the Cash Management Bank prior to the first Payment Date during a Trigger Period, then (without limiting Lender’s rights to exercise its remedies under this Agreement by reason of any breach by Borrower) until establishment of the Cash Management Account (i) references to the Cash Management Account shall mean a Reserve Account established and held by Lxxxxx, and (ii) references to the Cash Management Bank shall mean Lender and/or its Servicer and/or the bank at which such Reserve Account is established. (b) The insufficiency Lender shall not require the Lockbox Bank to transfer funds from the Lockbox Account to the Cash Management Account other than during a Trigger Period; during a Trigger Period, Lender may require transfers from the Lockbox Account to the Cash Management Account on a daily basis. At any time that a Trigger Period is not continuing, the funds from the Lockbox Account shall be deposited into the Borrower’s Operating Account. While a Trigger Period is continuing, Lockbox Bank shall be directed to transfer funds available in the Lockbox Account (in accordance with the terms of funds the Lockbox Agreement) to the Cash Management Account at the frequency (not less than weekly) specified in the Lockbox Agreement. Furthermore, in its sole discretion, Borrower may, from time to time deposit amounts into the Cash Management Account from sources of Borrower other than those received by the Lockbox Bank; provided, that if Borrower deposits such amounts, the amounts deposited shall be subject to all of the terms hereof as if not separately deposited by Borrower, and may not be withdrawn or applied other than as provided for in this Section 2.7.2(b). Lender shall give disposition instructions from time to time directing Cash Management Bank that funds, if any, on deposit in the Cash Management Account shall not relieve Borrower from on each Payment Date be disbursed by the obligation Cash Management Bank or Servicer in the following amounts and order of priority: (i) First, to make the payments to the Tax and Insurance Escrow Account in an amount sufficient to pay the monthly deposit required to be made for Taxes and Insurance Premiums in accordance with the terms and conditions of Section 7.3; (ii) Next, to Lender in the amount of the Monthly Debt Service Payment Amount, for application in accordance with the terms and conditions of Section 2.3.1 hereof; (iii) Next, to the Replacement Reserve Account in the amount of the Replacement Reserve Monthly Deposit, for application in accordance with the terms and conditions of Section 7.4 hereof; (iv) Next, funds sufficient to pay any payments, as other amounts due and when due owing to Lender and/or Servicer pursuant to this Agreement and the terms hereof and/or of the other Loan Documents, and such obligations if any, shall be separate and independent, and not conditioned on any event deposited with or circumstance whatsoever.as directed by Lxxxxx; (cv) All funds on deposit Next, an amount equal to the Operating Expense Monthly Disbursement shall be disbursed to Borrower’s Operating Account; and (vi) Last, any amounts remaining in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation after application in accordance with the terms of this Agreement. Except as expressly provided hereinforegoing (such remaining amounts, Borrower shall, and “Excess Cash Flow”) shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly be deposited into the Excess Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Flow Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal applied in accordance with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the SubaccountsSection 7.7(b) hereof. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. 3.5.1 Simultaneously with the execution hereof Borrower has entered into a cash management account agreement among Borrower, Lender and one or more certain financial institutions (atogether with any modifications or amendments thereof, are hereinafter collectively referred to as the "Cash Management Agreement"), which provide, among other things, that (i) During all Operating Lease Rent shall be deposited in accordance with the TermCash Management Agreement, and (ii) if any TRS Lease is in effect and if any of the Properties are subject to a Management Agreement and no Operating Lease, all other sums collected with respect to the Properties and payable to a TRS Lessee or Borrower, as applicable, shall be deposited in accordance with the Cash Management Agreement and that such amounts shall be disbursed in accordance with Section 3.5 hereof. Borrower shall pay all reasonable costs and expenses required under the Cash Management Agreement. Upon the occurrence of an Event of Default, Lender may apply any sums then held pursuant to the Cash Management Agreement to the payment of the Debt in any order in its sole discretion. Until expended or applied, amounts held pursuant to the Cash Management Agreement shall constitute additional security for the Debt. 3.5.2 Borrower shall establish and maintain a segregated Eligible Account (the “"Cash Management Account”") to be held by Cash Management Account Bank the Servicer in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or Lender, subject to the Servicer on behalf of Cash Management Agreement. The Cash Management Account shall be entitled GMAC Commercial Mortgage Corporation, as Lender. , to EQI Financing Partnership V, L.P., as Borrower - Cash Management Agreement." Borrower hereby grants to Lender a first-first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 financing statements Financing Statements and continuations thereof. Borrower will not in any way alter or modify Subject to this Agreement and the Cash Management Account. Agreement, Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. 3.5.3 Borrower shall deliver written instructions to each Operating Lessee (that is not a TRS Lessee) to deliver all Operating Lease Rent received by each such Operating Lessee directly to the Cash Management Account. Borrower shall deliver written instructions to each Manager of any Individual Property that is (i) subject to a TRS Lease, or (ii) not subject to an Operating Lease to deliver all Rents payable to the TRS Lessee or Borrower, as applicable, received by Manager directly to the Cash Management Account. Borrower shall, and shall cause each TRS Lessee to, deposit into the Cash Management Account promptly upon receipt all amounts received by Borrower or the TRS Lessee constituting Rents. 3.5.4 Provided no Event of Default shall have occurred and be continuing, and provided no Trigger Event has occurred and no Trigger Period shall be continuing, then all Funds on deposit on the Cash Management Account shall be disbursed in accordance with the Cash Management Agreement to the Borrower Account (as defined in the Cash Management Agreement). 3.5.5 Following the occurrence of a Trigger Event and during the continuance of a Trigger Period, provided no Event of Default shall have occurred and be continuing, on the first day of each calendar month (or, if such day is not a Business Day, on the immediately preceding Business Day) all funds on deposit in the Cash Management Account shall be applied by Lender to the payment of the following items in the order indicated: (a) First, payments to the Tax and Insurance Escrow Fund in accordance with the terms and conditions of Section 5.4 hereof; (b) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Contract Rate with the remainder applied to the reduction of the outstanding principal balance of the Note; (c) Third, payments to the Replacement Escrow Fund in accordance with the terms and conditions hereof; (d) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents (other than Accrued Interest); (e) Fifth, on or after the Anticipated Payment Date, payments for monthly Cash Expenses incurred in accordance with the related Approved Annual Budget pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Cash Expenses in a form acceptable to Lender; (f) Sixth, on or after the Anticipated Payment Date, payments for Extraordinary Expenses approved by Lender, if any; (g) Seventh, on or after the occurrence of a Trigger Event and during the continuance of a Trigger Period due to PIP Noncompliance, payments for monthly expenses for PIP Requirements approved by Lender; (h) Eighth, on or after the Anticipated Payment Date, payments to Lender in reduction of the outstanding principal balance of the Loan; (i) Ninth, on or after the Anticipated Payment Date, payments to Lender for Accrued Interest; and (j) Lastly, payment of any excess amounts to Borrower. 3.5.6 The insufficiency of funds on deposit in the Cash Management Account shall not relieve absolve Borrower from of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) 3.5.7 All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In ; provided, however, that any amounts in excess of amounts necessary to pay the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation Debt in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts full shall be subject released to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During 2.1 On the Termdate of execution of this Custodial Agreement, Borrower the Bank shall establish and maintain a segregated Eligible Account an account (the “Cash Management Account”) to be held by Cash Management Account Bank in trust and for the benefit of Lender, which Buyers. The Cash Management Account shall be an Eligible Account under the sole dominion and control of Lender or Buyers and Buyers shall be deemed the Servicer on behalf “customer” of Lendersuch account. Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest The Bank shall deposit in the Cash Management Account, includingwhen received or as otherwise required hereunder, without limitationall amounts received by the Bank with respect to all Purchased Assets subject to this Custodial Agreement and any other amounts required to be deposited in the Cash Management Account as provided by this Custodial Agreement. If the Bank shall deposit in the Cash Management Account any amount not required to be deposited therein, filing UCC-1 financing statements and continuations thereof. Borrower will not in it may at any way alter or modify time withdraw such amount from the Cash Management Account, any provision herein to the contrary notwithstanding. Lender and Servicer on behalf of Lender The Bank shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) The insufficiency of apply funds on deposit in the Cash Management Account in accordance with Section 4 of the Repurchase Agreement or, subject to terms of the Repurchase Agreement and this Custodial Agreement, as otherwise directed by Buyers. 2.2 Notwithstanding any other provisions contained herein, Custodian shall not relieve Borrower be entitled to withdraw from the obligation Cash Management Account, prior to make any paymentsdistribution to Buyers or Seller on any Remittance Date, (i) the fee of the Bank, as set forth in a separate agreement between Seller and when Bank, and (ii) any amount that is due and payable, or any amount, cost or expense that is reimbursable pursuant to this Custodial Agreement and to the other Loan DocumentsBank or any of its directors, and such obligations shall be separate and independentofficers, and not conditioned on any event or circumstance whatsoeveremployees, agent. (c) All funds on deposit 2.3 Seller shall direct Bank in writing to invest and reinvest any balance in the Cash Management Account following from time to time in Permitted Investments; provided, however, that (i) the occurrence maturity of the Permitted Investments on deposit therein shall be at the discretion of Seller, but in any event no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn therefrom pursuant to the Repurchase Agreement, (ii) after Custodian has received written notice from Buyers that an Event of Default may be applied by Lender has occurred and is continuing, Seller shall not have any right to direct investment of the balance in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shallAccount, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3iii) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts Permitted Investments shall be subject to held in the Blocked Account Control Agreement name of Custodian as Securities Intermediary for the benefit of Buyers. Buyers and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager Custodian shall have the right of withdrawal with respect to the Cash Management Account or no liability for any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition loss in investments of funds in the Cash Management Account and that are invested in Permitted Investments (unless, in the Subaccounts without case of Bank, invested contrary to written direction). All interest paid or other earnings on the further consent Permitted Investments of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to funds deposited into the Cash Management Account or any Subaccount without further consent by Borrower or any other Personshall be deposited into the Cash Management Account. The Seller shall include all earnings on the Cash Management Account as income of Seller for federal and each Subaccount is applicable state tax purposes. 2.4 The parties hereto acknowledge and agree that the Cash Management Account is, and shall be treated either be, maintained as a “securities account”, as such term is defined in Section §8-501(a) 501 of the UCC. Notwithstanding any other provision of this Custodial Agreement, if at any time the Bank receives an instruction or a “deposit account”, as defined order from Buyers directing the disposition of funds in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management AccountAccount it will comply with such instruction or order without further consent of Seller or any other person. It is the intention of the parties that the perfection and priority of Buyers’ security interest hereunder shall be governed by the UCC in the State of New York. 2.5 CharterMac Mortgage Capital Corporation shall have the right to access, and Bank shall make available to CharterMac Mortgage Capital Corporation, information regarding the Cash Management Account through the internet.

Cash Management Account. (a) During the Term, Borrower Lender shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account the Deposit Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the The Cash Management Account shall be paid by Borrower. (b) The insufficiency entitled “KAUAI COCONUT BEACH, LLC AND KAUAI COCONUT BEACH OPERATOR, LLC, as pledgor, for the benefit of funds on deposit in the TH COMMERCIAL MORTGAGE LLC, as Secured Party – Cash Management Account shall not relieve Borrower from the obligation to make any payments, Account,” or such other name as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied required by Lender in such order and priority as from time to time. Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may will also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by hereby grants to Lender with respect to the disposition of funds a first priority security interest in the Cash Management Account and the Subaccounts without and all deposits at any time contained therein and the further consent of Borrower or Manager or any other Person proceeds thereof, and (ii) will take all “entitlement orders” (as defined actions necessary to maintain in Section 8-102(a)(8) favor of Lender a perfected first priority security interest in the Cash Management Account and the Subaccounts, including, without limitation, filing or authorizing Lender to file UCC-1 financing statements and continuations thereof. Borrower will not in any way alter, modify or close the Cash Management Account and will notify Lender of the UCCaccount number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and the Subaccounts and all costs and expenses for establishing and maintaining the Cash Management Account and the Subaccounts shall be paid by Borrower. All monies now or hereafter deposited into the Cash Management Account and the Subaccounts shall be deemed additional security for the Obligations. (b) Provided no Event of Default shall have occurred and instructions originated be continuing, on each Payment Date during a Cash Trap Period (or, if such Payment Date is not a Business Day, on the immediately succeeding Business Day) all funds on deposit in the Cash Management Account shall be applied by Lender directing (or by the transfer or redemption Deposit Bank at Lender’s direction) to the payment of any financial asset relating the following items in the order indicated: (i) First, payment to Lender (for deposit in the Tax and Insurance Escrow Account) in respect of the Tax and Insurance Escrow Funds in accordance with the terms and conditions of Section 7.1 hereof, to be disbursed as set forth in this Agreement; (ii) Second, payment to the Deposit Bank of the fees and expenses of the Deposit Bank then due and payable pursuant to the Cash Management Account or any Subaccount without further consent Agreement; (iii) Third, payment to Borrower in an amount equal to the aggregate of (A) operating expenses due and payable by Borrower during the succeeding month as set forth in the Approved Annual Budget (which, for the avoidance of doubt, shall not include amounts for the asset management fee payable to Kauai Hotel Series of JMIR Investments III, LP and/or Behringer Harvard Kauai Hotel, LLC pursuant to the terms of the JV Agreement), (B) Extraordinary Expenses, if any, approved by Lender; less (C) any amounts which were previously disbursed to Borrower pursuant to this Section 2.7.2(b)(iii) and which are not being used by Borrower to pay operating expenses or Extraordinary Expenses; provided, however, that Lender shall have no obligation to disburse any funds to Borrower under this Section 2.7.2(b)(iii) unless Borrower has delivered to Lender not less than five (5) Business Days prior to the disbursement date an Officer’s Certificate in form and substance reasonably acceptable to Lender certifying to Lender: (x) a list in reasonable detail of the operating expenses which are due and payable by Borrower during the succeeding month as set forth in the Annual Budget, and (y) a reconciliation showing all operating expenses and Extraordinary Expenses actually paid by Borrower for the prior quarter and all amounts distributed to Borrower under this Section 2.7.2(b)(iii); (iv) Fourth, payment to Lender of the Monthly Debt Service Payment Amount; (v) Fifth, payment to Lender (for deposit in the FF&E Reserve Account) in respect of the FF&E Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.6.1 hereof; (vi) Sixth, payment to Lender of any other Person. amounts then due and payable under the Loan Documents; (vii) Seventh, payment to Borrower for distribution to the Joint Venture for payment to Kauai Hotel Series of JMIR Investments III, LP and/or Behringer Harvard Kauai Hotel, LLC of an amount equal to fifty percent (50%) of the asset management fees then due and payable pursuant to the terms of the JV Agreement; (viii) Eighth, payment of all amounts then remaining after payment of items (i) through (vii) (all amounts then remaining after payment of items (i) through (vii) being hereinafter referred to as “Excess Cash”) to the Excess Cash Reserve Fund in accordance with the terms and conditions of Section 7.7 hereof; and (ix) Lastly, if no Cash Trap Period is then continuing, payment of all available Excess Cash to Borrower. (c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower of the obligation to make any payments, as and each Subaccount is when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be treated either as a “securities account”separate and independent, as such term is defined in Section 8-501(a) of the UCC, and not conditioned on any event or a “deposit account”, as defined in Section 9-102(a)(29) of the UCCcircumstance whatsoever. (hd) During Notwithstanding Section 2.7.2(b) above, following the Termoccurrence of an Event of Default and during the continuance thereof, all funds on deposit in the Cash Management Account may be applied by Lender in such order and priority as Lender shall determine in its sole discretion until the Debt has been indefeasibly paid in full. (e) Borrower hereby agrees to reasonably cooperate with Lender with respect to any requested modifications to the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents. (f) Borrower shall not indemnify Lender and shall cause Manager not to deposit Rents the Deposit Bank and hold Lender and the Deposit Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or other Collections into in any account other than a Rent Deposit Account or way connected with the Cash Management Account, the Cash Management Agreement or the performance of the obligations for which the Cash Management Account was established (unless arising from the gross negligence or willful misconduct of Lender or the Deposit Bank, as applicable).

Cash Management Account. (a) During the Term, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 UCC‑1 financing statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all reasonable out-of-pocket costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof; provided, that Insurance Proceeds and Condemnation Proceeds shall be handled in accordance with Sections 5.2, 5.3 and 5.4. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections (other than Insurance Proceeds and Condemnation Proceeds, which shall be deposited into the Casualty and Condemnation Subaccount pursuant to the terms hereof) into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During Upon the Termoccurrence and during the continuance of a Cash Sweep Period, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank Agent in trust and for the benefit of LenderAdministrative Agent for the benefit of Lenders, which Cash Management Account shall be under the sole dominion and control of Lender or Administrative Agent for the Servicer on behalf benefit of LenderLenders. The Cash Management Account shall be entitled “Excel East Chase LLC as Borrower fbo Xxxxx Fargo Bank, National Association, as Administrative Agent.” Borrower hereby grants to Lender Administrative Agent for the benefit of Lenders a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender Administrative Agent a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereofthereof upon Administrative Agent’s request therefor. Borrower will not in any way alter or modify the Cash Management Account. Lender and Servicer Account without the prior written consent of Administrative Agent on behalf of Lender Lenders, and Borrower will notify Administrative Agent of the account number of the Cash Management Account. Administrative Agent and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Cash Management Account shall be applied by Administrative Agent to the payment of the Debt and amounts due and payable to Administrative Agent pursuant to the terms of the Loan Documents and the Fee Letter and/or for any other purpose for which such funds may be applied by Administrative Agent pursuant to the provisions of any Loan Document, in such order and priority as Administrative Agent shall determine, in its sole discretion. (c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of Borrower hereby agrees to cooperate with Administrative Agent in connection with any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect amendment to the Cash Management Account or Agreement that Administrative Agent deems necessary for the purpose of establishing additional sub-accounts in connection with any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account payments otherwise required under this Agreement and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCCLoan Documents. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During Upon the Termoccurrence and during the continuance of a Cash Sweep Period, Borrower Representative Xxxxxxxx shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank in trust and for the benefit of LenderAdministrative Agent for the benefit of Lenders, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of LenderAdministrative Agent. The Cash Management Account shall be titled “AIR Mezzo, LLC as Borrower fbo Xxxxx Fargo Bank, National Association”. Representative Xxxxxxxx hereby grants to Administrative Agent for the benefit of Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender Administrative Agent a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereofthereof upon Administrative Agent’s request therefor. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect. Borrower will not in any way alter or modify the Cash Management Account without the prior written consent of Administrative Agent, and Xxxxxxxx will notify Administrative Agent of the account number of the Cash Management Account. Lender and Servicer on behalf of Lender Administrative Agent shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by BorrowerXxxxxxxx. (b) Funds on deposit in the Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (c) During the continuance of an Event of Default, all funds on deposit in the Cash Management Account shall be applied by Administrative Agent to the payment of the Debt and/or for any other purpose for which such funds may be applied by Administrative Agent pursuant to the provisions of any Loan Document, in such order and priority as Administrative Agent shall determine, in its sole discretion, provided, however, the Administrative Agent shall continue to make Priority Waterfall Payments to the extent of funds available therefore in the Cash Management Account so long as no Priority Payment Cessation Event has occurred and is continuing. (d) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (ce) All funds Xxxxxxxx hereby agrees to cooperate with Administrative Agent in connection with any amendment to the Cash Management Agreement that Administrative Agent deems necessary for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents. (f) Notwithstanding anything contained herein or in the other Loan Documents to the contrary, Administrative Agent agrees that, notwithstanding the existence of an Event of Default, prior to a Priority Payment Cessation Event, Administrative Agent shall apply amounts on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts to payment of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”)Priority Waterfall Payments. The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds Any amounts remaining in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) after payment of the UCC) and instructions originated by Lender directing Priority Waterfall Payments shall be deposited in the transfer or redemption of any financial asset relating to the Excess Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Flow Reserve Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined applied in accordance with Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC7.5 hereof. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During Upon the Termoccurrence and during the continuance of a Cash Sweep Period, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank Agent in trust and for the benefit of LenderAdministrative Agent for the benefit of Lenders, which Cash Management Account shall be under the sole dominion and control of Lender or Administrative Agent for the Servicer on behalf benefit of LenderLenders. The Cash Management Account shall be entitled “Excel Anthem LLC as Borrower fbo Xxxxx Fargo Bank, National Association, as Administrative Agent.” Borrower hereby grants to Lender Administrative Agent for the benefit of Lenders a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender Administrative Agent a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereofthereof upon Administrative Agent’s request therefor. Borrower will not in any way alter or modify the Cash Management Account. Lender and Servicer Account without the prior written consent of Administrative Agent on behalf of Lender Lenders, and Borrower will notify Administrative Agent of the account number of the Cash Management Account. Administrative Agent and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Cash Management Account shall be applied by Administrative Agent to the payment of the Debt and amounts due and payable to Administrative Agent pursuant to the terms of the Loan Documents and the Fee Letter and/or for any other purpose for which such funds may be applied by Administrative Agent pursuant to the provisions of any Loan Document, in such order and priority as Administrative Agent shall determine, in its sole discretion. (c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of Borrower hereby agrees to cooperate with Administrative Agent in connection with any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect amendment to the Cash Management Account or Agreement that Administrative Agent deems necessary for the purpose of establishing additional sub-accounts in connection with any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account payments otherwise required under this Agreement and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCCLoan Documents. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During the Termterm of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. The Cash Management Account shall be entitled “TNP SRT Summit Point, LLC, as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December 21, 2011 - Cash Management Account.” Borrower hereby grants to Lender a first-first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management AccountAccount and will notify Lender of the account number thereof. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into hereby agrees that Lender may modify the Cash Management Account Agreement for the Net Transfer Proceeds for allocation purpose of establishing additional sub-accounts in accordance connection with any payments otherwise required under this Agreement and the terms of this Agreement. Except as expressly provided herein, Borrower shall, other Loan Documents and Lender shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereofprovide notice thereof to Borrower. (e) If Lender receives the Preferred Member Notice, Borrower may also establish subaccounts of the Cash Management Account which shall at thereafter direct Agent to disburse all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and Borrower Remainder Subaccount to Preferred Member until such time that the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCCPreferred Member Redemption has occurred. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During Upon the Termoccurrence of a Cash Sweep Event, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to shall be held by Cash Management Account Bank established and maintained with Agent in trust and Borrower’s name for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower hereby grants to Lender a first-first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will shall take all actions necessary to maintain in favor of Lender a perfected first-first priority security interest in the Cash Management Account, including, without limitationat Xxxxxx’s request, filing UCC-1 financing statements Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following during the occurrence continuance of an Event of Default or any Bankruptcy Action of Borrower may be applied by Lender in such order and priority as Lender shall determine. Upon cessation (or waiver) of such Event of Default or Bankruptcy Action, all such funds (to the extent same have not been applied to the Debt) shall be returned to the Clearing Account. (d) In the event Xxxxxxxx hereby agrees that Lender may, at no cost or expense of any Transfer of any PropertyBorrower, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into modify the Cash Management Account Agreement for the Net Transfer Proceeds for allocation sole purpose of establishing additional sub-accounts in accordance connection with the terms of any payments otherwise required under this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and the other Loan Documents and Lender shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect provide notice thereof to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During From and after the TermFunding Date and during the term of the Loan, Borrower Holdco, on behalf of Bxxxxxxx, shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. The Cash Management Account shall be entitled “NLO Holding Company f/b/o Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of September 20, 2023 - Cash Management Account.” Borrower and Holdco hereby grants grant to Lender a first-first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 financing statements Financing Statements and continuations thereof. Neither Borrower nor Holdco will not in any way alter or modify the Cash Management AccountAccount and will notify Lender of the account number thereof. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following during the occurrence continuance of an a Lockbox Event of Default may be applied by Lender in such order and priority as Lender shall determinedetermine in its sole discretion; provided, however, that, (i) unless a Material Event of Default has occurred and is continuing, Borrower shall have the right to request distributions (and Lender shall make such distributions to or as directed by Borrower) for any amount necessary to pay amounts set forth in Section 2.6.2(f)(vii) and Quarterly TRS Tax Distributions to the relevant TRS Subsidiary from any amounts then on deposit in the Excess Cash Flow Reserve Account; provided, further, that before any funds shall be so disbursed to Mezzanine Borrower or the relevant TRS Subsidiary for such Quarterly REIT Distributions or Quarterly TRS Tax Distributions, as applicable, Borrower shall provide an Officer’s Certificate certifying the amount of such Quarterly REIT Distributions or Quarterly TRS Tax Distributions, as applicable and (ii) unless a Mezzanine Trigger Event has occurred and is continuing, Lender shall permit disbursements to the Mezzanine Lender for application to the Mezzanine Current Interest as provided in Section 2.6.2(f)(x). (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into hereby agrees that Lender may modify the Cash Management Account Agreement for the Net Transfer Proceeds for allocation purpose of establishing additional sub-accounts in accordance connection with any payments otherwise required under this Agreement and the terms of this Agreement. Except as expressly provided herein, Borrower shall, other Loan Documents and Lender shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereofprovide notice thereof to Borrower. (e) Lender may also establish subaccounts All transfers of funds on deposit in the Cash Management Account which to Mezzanine Lender or otherwise to or for the benefit of Mezzanine Lender or Mezzanine Borrower, pursuant to this Agreement, the Cash Management Agreement or any of the other Loan Documents or the Mezzanine Loan Documents are intended by Borrower and Mezzanine Borrower to constitute, and shall at all times be Eligible Accounts (constitute, distributions from Borrower to Holdco and may be ledger then from Holdco to Pledgor and then Pledgor to Mezzanine Borrower. No provision of this Agreement, the Cash Management Agreement, the other Loan Documents or book entry accounts the Mezzanine Loan Documents shall create a debtor-creditor relationship between Borrower and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in SubaccountsMezzanine Lender or between Mezzanine Borrower and Lender. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal Provided no Lockbox Event Period is continuing (except with respect to disbursements for the Cash Management Account or any Subaccounts except with the prior written consent of LenderMezzanine Current Interest described in clause (x) below, which shall be permitted unless a Mezzanine Trigger Event has occurred and neither Borroweris continuing), Manager, nor any Person claiming available funds on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds deposit in the Cash Management Account shall be disbursed monthly on each Payment Date after the Funding Date for the following purposes, in the following amounts and order of priority: (i) to Cash Management Bank, funds sufficient to pay the Subaccounts without the further consent fees and expenses of Borrower or Manager or any other Person Cash Management Bank then due and payable; (ii) to the Ground Lease Reserve Account in the amount required to be deposited in such Ground Lease Reserve Account in accordance with Section 7.5.1; (iii) to the Tax and Insurance Escrow Fund in the amount required to be deposited in the Tax and Insurance Escrow Fund in accordance with Section 7.2; (iv) an amount equal to the Monthly Debt Service Payment Amount then due and payable under the Loan, together with all “entitlement orders” other amounts then due and payable to Lender under the Loan Documents (as defined including, without limitation, the Administration Fee and all of Lender’s reasonable out-of-pocket expenses incurred in Section 8connection with any Lockbox Event Cure (including reasonable out-102(a)(8of-pocket attorneys’ fees and expenses)), shall be paid to Lender; (v) an amount equal to all Operating Expenses of the UCCProperties that are or will be due and payable during (or which are allocable to) the calendar month in which the applicable Payment Date occurs which are set forth in the Approved Annual Budget or are otherwise approved by Lender, shall be disbursed to Borrower for payment of such Operating Expenses; provided, however, that (A) Lender may deduct from any such disbursement the amount of any previous disbursement made to Borrower for Operating Expenses which Lender reasonably determines exceeds the Operating Expenses actually incurred for the applicable previous calendar month or Fiscal Quarter, and instructions originated (B) in the event that, as of the first Payment Date after any Fiscal Quarter, Borrower incurred Operating Expenses during such Fiscal Quarter which were not fully reimbursed under this clause (v), then the disbursement on such Payment Date under this clause (v) shall be increased by the lesser of (x) the amount necessary to fully reimburse Borrower for such Operating Expenses or (y) the remaining amount of available funds as of such Payment Date after the application of the foregoing clauses (i) through (iv) if: (1) Borrower shall have provided to Lender a request for disbursement no less than ten (10) Business Days prior to the applicable Payment Date including (aa) evidence reasonably satisfactory to Lender detailing the excess amounts incurred and whether or not such excess amounts were incurred in accordance with the Approved Annual Budget for such Fiscal Quarter and (bb) an Officer’s Certificate certifying that such excess amounts were incurred, and (2) Lender shall have reasonably determined that such excess amounts were incurred in accordance with the Approved Annual Budget or shall have approved such excess amounts, such approval not to be unreasonably withheld; (vi) an amount equal to all Extraordinary Expenses of the Properties approved by Lender directing that are or will be due and payable during (or which are allocable to) the transfer or redemption calendar month in which the applicable Payment Date occurs, shall be disbursed to Borrower for payment of such Extraordinary Expenses (vii) an amount equal to the sums due and payable with respect to Mezzanine Borrower Preferred Interests and any financial asset relating Subsidiary REIT Preferred Interests not to exceed $30,000.00 in the aggregate in any calendar year; (viii) to the Replacement Reserve Fund, in the amount required to be deposited in the Replacement Reserve Fund in accordance with Section 7.3.1; (ix) to the Rollover Reserve Fund, in the amount required to be deposited in the Rollover Reserve Fund in accordance with Section 7.4.1; (x) an amount equal to the Mezzanine Current Interest which is allocable to the calendar month in which the applicable Payment Date occurs, to the Mezzanine Lender to be applied in accordance with the Mezzanine Loan Documents; (xi) all amounts remaining in the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The after deposits for items (i) through (x) (“Excess Cash Management Flow”) shall be deposited in the Excess Cash Flow Reserve Account and each Subaccount is and shall be treated either held by the Lender as a “securities account”, as such term is defined additional collateral for the Loan or disbursed in accordance with Section 8-501(a) 7.8.2 of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCCthis Agreement. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During Upon the Termoccurrence and during the continuance of a Cash Sweep Period, Representative Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. The Cash Management Account shall be titled MCZ/Centrum Flamingo III, L.L.C. as Borrower fbo Xxxxx Fargo Bank, National Association et al as Lender. Representative Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereofthereof upon Xxxxxx’s request therefor. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect. Borrower will not in any way alter or modify the Cash Management Account without the prior written consent of Xxxxxx, and Xxxxxxxx will notify Lender of the account number of the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) Funds on deposit in the Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank. (c) During the continuance of an Event of Default, all funds on deposit in the Cash Management Account shall be applied by Lender to the payment of the Debt and/or for any other purpose for which such funds may be applied by Lender pursuant to the provisions of any Loan Document, in such order and priority as Lender shall determine, in its sole discretion, provided, however, the Lender shall continue to make Priority Waterfall Payments to the extent of funds available therefore in the Cash Management Account so long as no Priority Payment Cessation Event has occurred and is continuing. (d) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (ce) All funds Borrower hereby agrees to cooperate with Xxxxxx in connection with any amendment to the Cash Management Agreement that Lender deems necessary for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents. (f) Notwithstanding anything contained herein or in the other Loan Documents to the contrary, Xxxxxx agrees that, notwithstanding the existence of an Event of Default, prior to a Priority Payment Cessation Event, Lender shall apply amounts on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts to payment of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”)Priority Waterfall Payments. The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds Any amounts remaining in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) after payment of the UCC) and instructions originated by Lender directing Priority Waterfall Payments shall be deposited in the transfer or redemption of any financial asset relating to the Excess Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Flow Reserve Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined applied in accordance with Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC7.5 hereof. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During On or prior to the TermClosing Date, Borrower shall establish and thereafter maintain with the Lockbox Bank one or more lockbox accounts into which income from the Properties will be deposited (the “Lockbox Account”). As a segregated Eligible condition precedent to the closing of the Loan, Borrower shall cause the Lockbox Bank to execute and deliver an agreement (as modified or replaced in accordance herewith, a “Lockbox Account Agreement”) which provides, inter alia, that Borrower shall have no access to funds in the Lockbox Account(s) and that at the end of each Business Day the Lockbox Bank will remit all amounts contained therein directly into an account specified by Lender. Lender shall specify Lender’s cash management account (the “Cash Management Account”) for such remittance by the Lockbox Bank. (b) Within fifteen days following the Closing Date, Borrower shall deliver to each Tenant in the Property a written notice (a “Tenant Notice”) in the form of Schedule J instructing that (i) all payments under the Leases shall thereafter be remitted by them directly to, and deposited directly into, the Lockbox Account, and (ii) such instruction may not be rescinded unless and until such Tenant receives from Borrower or Lender a copy of Lender’s written consent to such rescission. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause all cash Revenues relating to the Property and all other money received by Borrower or the Approved Property Manager with respect to the Property (other than tenant security deposits), including all amounts received in respect of operation of the Central Plant, to be held by Cash Management deposited in the Lockbox Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account by the end of the first Business Day following Borrower’s or the Approved Property Manager’s receipt thereof. In addition, within fifteen days following the Closing Date, Borrower shall deliver to each customer receiving services from the Central Plant a written notice instructing that (i) all payments in respect of the services provided by the Central Plant shall thereafter be remitted by them directly to, and all deposits deposited directly into, the Lockbox Account, and (ii) such instruction may not be rescinded unless and until such customer receives from Borrower or Lender a copy of Lender’s written consent to such rescission. (c) Lender shall have the right at any time contained therein and from time to time in its sole discretion to change the proceeds thereof Eligible Institution at which any one or more of the Collateral Accounts (other than the Lockbox Account) is maintained (and will take all actions necessary to maintain in favor the case of Lender a perfected first-priority security interest any such change in respect of the Cash Management Account, includingLender shall deliver not less than five Business Days’ prior written notice to Borrower and the Lockbox Bank). In addition, without limitationduring the continuance of an Event of Default, filing UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify if the Cash Management Account. Lender and Servicer on behalf of Lockbox Bank fails to comply with the Lockbox Account Agreement or ceases to be an Eligible Institution, Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) The insufficiency of funds on deposit in the Cash Management Account shall at any time, upon not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other less than a Rent Deposit Account or the Cash Management Account.44

Cash Management Account. (a) During the Term, Borrower shall establish and and, during the term of the Loan, maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Centro NP Holdings 11 SPE, LLC, et al. as Borrower fbo JPMorgan Chase Bank, N.A., as Lender or the Servicer on behalf together with its successors and assigns pursuant to Loan Agreement dated as of LenderJuly 28, 2010 - Cash Management Account”. Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereofthereof upon Lender’s request therefor. Borrower will not in any way alter or modify the Cash Management Account without the prior written consent of Lender, and Borrower will notify Lender of the account number of the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Cash Management Account shall be applied by Lender to the payment of the Debt and/or for any other purpose for which such funds may be applied by Lender pursuant to the provisions of any Loan Document, in such order and priority as Lender shall determine, in its sole discretion. (c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (cd) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Borrower hereby agrees to cooperate with Lender in such order and priority as Lender shall determine. (d) In the event of connection with any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect amendment to the Cash Management Account or Agreement that Lender deems necessary for the purpose of establishing additional sub-accounts in connection with any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account payments otherwise required under this Agreement and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCCLoan Documents. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During the TermSimultaneously herewith, Borrower and Operating Lessee shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank in trust and for the benefit of LenderAgent, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf Agent. The Cash Management Account shall be entitled “ARC NY21618001 LLC et al CMA FBO Column Financial, Inc. its successors and assigns as Lender”. Each of Lender. Borrower and Operating Lessee hereby grants to Lender Agent a first-first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender Agent a perfected first-first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements Financing Statements and continuations thereof. Neither Borrower nor Operating Lessee will not in any way alter or modify the Cash Management AccountAccount and will notify Agent of the account number thereof. Lender Agent and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account Account. Borrower acknowledges and agrees that it solely shall be, and shall at all times remain, liable to Agent, Cash Management Bank or Servicer (in its capacity as administrator of the Cash Management Account) for all fees, charges, costs and expenses for establishing in connection with the Cash Management Account, including, without limitation, any monthly or annual fees or charges as may be assessed by Agent, Cash Management Bank or Servicer in connection with the administration of the Cash Management Account and maintaining the actual out-of-pocket fees and expenses of legal counsel to Agent, Cash Management Bank and Servicer as needed to enforce, protect or preserve the rights and remedies of Agent or Servicer under this Agreement with respect to the Cash Management Account. (b) Upon the occurrence and during the continuance of any Cash Sweep Period, provided no Event of Default shall have occurred and be continuing, on each Payment Date (or, if such Payment Date is not a Business Day, on the immediately preceding Business Day) all funds on deposit in the Cash Management Account shall be applied by Agent or Servicer (in its capacity as administrator of the Cash Management Account) to the payment of the following items in the order indicated: (i) First, payment to the Ground Lease Reserve Fund in accordance with the terms and conditions of Section 7.5 hereof; (ii) Second, payments to the Tax and Insurance Reserve Fund in accordance with the terms and conditions of Section 7.2 hereof; (iii) Third, payment to the Common Charge Reserve Fund in accordance with the terms and conditions of Section 7.11 hereof; (iv) Fourth, payment of the Monthly Debt Service Payment Amount; (v) Fifth, payment to Borrower or Operating Lessee (as applicable) for payments for the succeeding monthly Cash Expenses incurred or to be incurred in accordance with the related Approved Annual Budget; (vi) Sixth, payment to Borrower or Operating Lessee (as applicable) for payments for Extraordinary Expenses reasonably approved by Agent, if any; (vii) Seventh, payment to the Replacement Reserve of the Replacement Reserve Monthly Deposit as required by and in accordance with the terms and conditions of Section 7.3 hereof; (viii) Eighth, payment to the FF&E Reserve Fund in accordance with the terms and conditions of Section 7.10 hereof; (ix) Ninth, payment to the Rollover Reserve of the Rollover Reserve Monthly Deposit as required by and in accordance with the terms and conditions of Section 7.4 hereof; (x) Tenth, payment to Agent or any Lender of any other amounts then due and payable under the Loan Documents; (xi) Eleventh, until the Mezzanine Loan has been paid in full, payment to the Mezzanine Deposit Account of funds sufficient to pay the Mezzanine Monthly Debt Service Payment Amount, together with any interest accruing at the Default Rate as applicable (as defined in the Mezzanine Loan Agreement); and (xii) Lastly, payment to the Excess Cash Flow Reserve of any excess amounts after the payment of items (i) through (xi) above (“Excess Cash Flow”) to be held in accordance with the terms and conditions hereof; provided, however, if the Cash Sweep Event is caused solely by Borrowerthe occurrence of Viceroy Litigation Trigger and no other Cash Sweep Event has occurred and is continuing, Excess Cash Flow shall be held pursuant to this clause (xii) up to (but not exceeding) the Viceroy Litigation Amount. (bc) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any paymentspayments (unless due to Lender’s or Servicer’s gross negligence or willful misconduct), as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (cd) All funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied by Lender Agent or Cash Management Bank in such order and priority as Lender Agent shall determine. (de) In the event of any Transfer of any Property, Borrower shall (hereby agrees that Lender or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation Bank may establish additional sub-accounts in accordance connection with the terms of any payments otherwise required under this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccountsother Loan Documents. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. Simultaneously herewith, Mortgagor is executing and delivering to Mortgagee that certain Cash Management Agreement of even date herewith (athe “Cash Management Agreement”). (i) During the Term, Borrower Mortgagor shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank in trust and Mortgagee or its servicer for the benefit of LenderMortgagee, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of LenderMortgagee. Borrower The Cash Management Account shall be entitled “Midland National Life Insurance Company – Xxxxxxx Capital Portfolio Cash Management Account”. Mortgagor hereby grants to Lender Mortgagee a first-first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender Mortgagee a perfected first-first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements Financing Statements and continuations thereof. Borrower Mortgagor will not in any way alter or modify the Cash Management AccountAccount and will notify Mortgagee of the account number thereof. Lender Mortgagee and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by BorrowerMortgagor. (ii) Provided no Event of Default shall have occurred and be continuing, on each Payment Date under the Note (or, if such Payment Date is not a Business Day, on the immediately succeeding Business Day) all funds on deposit in the Cash Management Account shall be applied by Mortgagee to the payment of the following items in the order indicated: (a) First, payments to the Tax and Insurance Escrow Fund in accordance with the terms and conditions of Section 5 hereof (if such payments are then required by the terms and provisions of this Mortgage); (b) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Note’s stated interest rate with the remainder, if any, applied to the reduction of the outstanding principal balance of the Note (if the Note is not then in an interest-only period); (c) Third, payment to the Mortgagee of any other amounts then due and payable under the Loan Documents; (d) Fourth, if any Trigger Event has occurred which is continuing, payments for monthly Cash Expenses incurred in accordance with the related Approved Annual Budget pursuant to a written request for payment submitted by Mortgagor to Mortgagee specifying the individual Cash Expenses in a form acceptable to Mortgagee; (e) Fifth, if any Trigger Event has occurred which is continuing, payments for Extraordinary Expenses approved by Mortgagee, if any; (f) Sixth, if any Tenant Trigger Event has occurred which is continuing, payment of any excess amounts after the payment of items (a) through (e) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Fund to be held in accordance with the terms and conditions hereof; and (g) Lastly, provided no Tenant Trigger Event exists which is continuing, Excess Cash Flow shall be distributed to Mortgagor. (iii) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower Mortgagor from the obligation to make any payments, as and when due pursuant to the Note, this Agreement Mortgage and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (civ) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender Mortgagee in such order and priority as Lender Mortgagee shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During the Term, Borrower shall establish and and, during the term of the Loan, maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Centro NP Holdings 11 SPE, LLC, et al. as Borrower fbo JPMorgan Chase Bank, N.A., as Lender or the Servicer on behalf together with its successors and assigns pursuant to Loan Agreement dated as of LenderJuly 28, 2010 — Cash Management Account”. Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereofthereof upon Lender’s request therefor. Borrower will not in any way alter or modify the Cash Management Account without the prior written consent of Lender, and Borrower will notify Lender of the account number of the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Cash Management Account shall be applied by Lender to the payment of the Debt and/or for any other purpose for which such funds may be applied by Lender pursuant to the provisions of any Loan Document, in such order and priority as Lender shall determine, in its sole discretion. (c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (cd) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Borrower hereby agrees to cooperate with Lender in such order and priority as Lender shall determine. (d) In the event of connection with any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect amendment to the Cash Management Account or Agreement that Lender deems necessary for the purpose of establishing additional sub-accounts in connection with any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account payments otherwise required under this Agreement and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCCLoan Documents. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

Cash Management Account. (a) During The Account Holder hereby directs the TermCustodian, Borrower shall establish pending further instructions, to sweep all un-invested cash from any source, including, but not limited to, contributions, transfers, and maintain a segregated Eligible Account (income from investments held within the “Cash Management Account”) to be held by , into the Cash Management Account Bank provided by the Custodian; to place such cash in trust and for an FDIC insured demand deposit account; to determine the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower hereby grants to Lender a first-priority security interest banking institution(s) that will participate in the Cash Management Account Program as a depository institution; and all deposits at any time contained therein and determine the proceeds thereof and amount of funds that will take all actions necessary be held by each participating bank. The Account Holder understands it can find a list of participating banks on the Custodian’s website or by making a written request to maintain in favor of Lender a perfected first-priority security interest the Custodian. Account Holder account statements will list each banking institution participating in the Cash Management AccountAccount Program and the amount of funds held by each for the Account Holder. The Account Holder understands that rate paid to the Account Holder on such deposits is in the sole discretion of the Custodian and agrees that the Custodian may retain as a fee an amount equal to the gross interest earned on the amounts deposited with the participating banks less the amount paid to the Account Holder. Account Holder agrees that interest earned on such cash balances, includingnet of any fee(s) described in Article XI, without limitationshall be credited to the Account as of the end of each month, filing UCC-1 financing statements and continuations thereofexcept for the month in which the Account is closed. Borrower When the Account is closed, interest will not be credited for that month and such interest, if any, will be taken as part of the final closing fee charged by the Custodian. The Account Holder understands that funds deposited into the Cash Management Account are insured by the FDIC, an independent agency of the U.S. government, up to a maximum amount of $250,000 per Account Holder at each bank participating in any way alter or modify the Custodian’s Cash Management Program. For Automatic Rollover IRAs administered by the Custodian, funds received from an employer, on behalf of an employee who no longer works at the company, have their balances automatically placed into the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts Trustee of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to previous employer’s retirement plan authorized the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) placement of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections funds into any account other than a Rent Deposit Account or the our Cash Management Account. Funds will remain in the account, subject to our fees as disclosed in our published XXX Fee Schedule, pending further direction from the ex- employee. Once the ex-employee makes contact with us and provides the requested information and documentation, they may elect to: 1) maintain the account at ITrust Custodial Services; 2) take distribution of the available cash balance; 3) transfer the balance to another XXX Custodian; or 4) request a direct rollover into a new employer’s retirement plan (if the plan allows for such rollovers), subject to our fees as disclosed in our published XXX Fee Schedule.

Cash Management Account. (a) During On or prior to the TermClosing Date, Borrower shall establish and thereafter maintain with the Lockbox Bank one or more lockbox accounts into which income from the Properties will be deposited (the “Lockbox Account”). As a segregated Eligible condition precedent to the closing of the Loan, Borrower shall cause the Lockbox Bank to execute and deliver an agreement (as modified or replaced in accordance herewith, a “Lockbox Account Agreement”) which provides, inter alia, that Borrower shall have no access to funds in the Lockbox Account(s) and that at the end of each Business Day the Lockbox Bank will remit all amounts contained therein directly into an account specified by Lender. Lender shall specify Lender’s cash management account (the “Cash Management Account”) for such remittance by the Lockbox Bank. (b) Within fifteen days following the Closing Date, Borrower shall deliver to each Tenant in the Property a written notice (a “Tenant Notice”) in the form of Schedule J instructing that (i) all payments under the Leases shall thereafter be remitted by them directly to, and deposited directly into, the Lockbox Account, and (ii) such instruction may not be rescinded unless and until such Tenant receives from Borrower or Lender a copy of Lender’s written consent to such rescission. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause all cash Revenues relating to the Property and all other money received by Borrower or the Approved Property Manager with respect to the Property (other than tenant security deposits), including all amounts received in respect of operation of the Central Plant, to be held by Cash Management deposited in the Lockbox Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account by the end of the first Business Day following Borrower’s or the Approved Property Manager’s receipt thereof. In addition, within fifteen days following the Closing Date, Borrower shall deliver to each customer receiving services from the Central Plant a written notice instructing that (i) all payments in respect of the services provided by the Central Plant shall thereafter be remitted by them directly to, and all deposits deposited directly into, the Lockbox Account, and (ii) such instruction may not be rescinded unless and until such customer receives from Borrower or Lender a copy of Lender’s written consent to such rescission. (c) Lender shall have the right at any time contained therein and from time to time in its sole discretion to change the proceeds thereof Eligible Institution at which any one or more of the Collateral Accounts (other than the Lockbox Account) is maintained (and will take all actions necessary to maintain in favor the case of Lender a perfected first-priority security interest any such change in respect of the Cash Management Account, includingLender shall deliver not less than five Business Days’ prior written notice to Borrower and the Lockbox Bank). In addition, without limitationduring the continuance of an Event of Default, filing UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify if the Cash Management Account. Lender and Servicer on behalf of Lockbox Bank fails to comply with the Lockbox Account Agreement or ceases to be an Eligible Institution, Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.at any time, upon not less than (bd) The insufficiency of funds Borrower shall maintain at all times an Operating Account into which amounts may be deposited from time to time pursuant to Section 3.2(a). Borrower shall not permit any amounts unrelated to the Property to be commingled with amounts on deposit in the Cash Management Operating Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal amounts payable with respect to Operating Expenses for the Cash Management Account or any Subaccounts except with Property to be paid from the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Operating Account or the Cash Management Account (to the extent required or permitted hereunder) and no other account. Borrower shall deliver to Lender each month the monthly bank statement related to such Operating Account. So long as no Event of Default is continuing, Borrower shall be permitted to withdraw amounts from the Operating Account for the purpose of paying bona fide Property expenses incurred in accordance with this Agreement; and provided no Event of Default or Trigger Period is continuing, Borrower shall be permitted to make equity distributions from amounts remaining therein after Property expenses that are then due and payable have been paid. During the continuance of an Event of Default, all amounts contained in the Operating Account shall be remitted to the Cash Management Account.

Cash Management Account. (a) During the Term, Borrower Lender shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Deposit Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the The Cash Management Account shall be paid by Borrower. (b) The insufficiency entitled “INLAND DIVERSIFIED LAS VEGAS CENTENNIAL CENTER, L.L.C., as pledgor, for the benefit of funds on deposit in the Cantor Commercial Real Estate Lending, L.P., as Secured Party — Cash Management Account shall not relieve Borrower from the obligation to make any payments, Account,” or such other name as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied required by Lender in such order and priority as from time to time. Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may will also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by hereby grants to Lender with respect to the disposition of funds a first priority security interest in the Cash Management Account and the Subaccounts without and all deposits at any time contained therein and the further consent of Borrower or Manager or any other Person proceeds thereof, and (ii) will take all “entitlement orders” actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account and the Subaccounts, including, without limitation, filing or authorizing Lender to file UCC-1 financing statements and continuations thereof. Borrower will not in any way alter, modify or close the Cash Management Account. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and the Subaccounts and all costs and expenses for establishing and maintaining the Cash Management Account and the Subaccounts shall be paid by Borrower. All monies now or hereafter deposited into the Cash Management Account and the Subaccounts shall be deemed additional security for the Debt. (as defined b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (or, if such Payment Date is not a Business Day, on the immediately preceding Business Day) all funds on deposit in Section 8-102(a)(8the Cash Management Account shall be applied by Lender (or by Deposit Bank at Lender’s direction) to the payment of the UCCfollowing items in the order indicated: (i) First, payment to Lender (for deposit in the Tax and instructions originated Insurance Escrow Account) in respect of the Tax and Insurance Escrow Funds in accordance with the terms and conditions of Section 7.2 hereof, to be disbursed as set forth in this Agreement; (ii) Second, payment to Deposit Bank of the fees and expenses of Deposit Bank then due and payable pursuant to the Cash Management Agreement; (iii) Third, payment to Lender of the Monthly Debt Service Payment Amount; (iv) Fourth, payment to Borrower in an amount equal to the aggregate of (A) operating expenses, if any, due and payable by Borrower during the succeeding month as set forth in the Approved Annual Budget, and (B) Extraordinary Expenses, if any, approved by Lender; (v) Fifth, payment to Lender (for deposit in the Replacement Reserve Account) in respect of the Replacement Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.3 hereof; (vi) Sixth, payment to Lender (for deposit in the Rollover Reserve Account) in respect of the Rollover Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.4 hereof; (vii) Seventh, payment to Lender (for deposit in the Major Tenant Rollover Reserve Account) in respect of the Major Tenant Rollover Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.6 hereof; (viii) Eighth, payment to Lender (for deposit in the Anchor Tenant Rollover Reserve Account) in respect of the Anchor Tenant Rollover Reserve Monthly Deposit in accordance with the terms and conditions of Section 7.7 hereof; (ix) Ninth, payment to Lender of any other amounts then due and payable under the Loan Documents (other than the Outstanding Principal Balance); (x) Tenth, if an Anchor Tenant Cash Trap Event is then continuing, payment of all amounts then remaining after payment of items (i) through (ix) (all amounts then remaining after payment of items (i) through (ix) being hereinafter referred to as “Excess Cash”) above to the Rollover Reserve Account in accordance with the terms and conditions of Section 7.4 hereof; (xi) Eleventh, if a Cash Trap Period (but no Anchor Tenant Cash Trap Period) is then continuing, payment of all amounts then remaining after payment of items (i) through (ix) all Excess Cash to the Excess Cash Reserve Account in accordance with the terms and conditions of Section 7.5 hereof; and (xii) Lastly, if no Anchor Tenant Cash Trap Period and no Cash Trap Period is then continuing, all Excess Cash to Borrower. (c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (d) Notwithstanding Section 2.7.2(b) above, following the occurrence of an Event of Default and during the continuance thereof, all funds on deposit in the Cash Management Account may be applied by Lender directing in such order and priority as Lender shall determine in its sole discretion until the transfer Debt has been paid in full. (e) Lender may exercise in respect of the funds deposited into the Clearing Account or redemption the Cash Management Account all rights and remedies available to Lender hereunder or under the other Loan Documents or otherwise available at law or in equity. Without limiting the generality of the foregoing or the provisions of Section 2.7.1(b) or Section 2.7.2(d) above, upon the occurrence and during the continuance of an Event of Default, Borrower acknowledges and agrees that it will have no further right to request or otherwise require Lender to disburse funds from the Cash Management Account in accordance with the terms of this Agreement, it being agreed that Lender may, at its option, (i) direct Deposit Bank to continue to hold the funds in the Cash Management Account, (ii) continue from time to time to apply all or any financial asset relating portion of the funds held in the Cash Management Account to any payment(s) which such funds could have been applied to prior to such Event of Default, to the extent and in such order and manner as Lender in its sole and absolute discretion may determine, or (iii) direct Deposit Bank from time to time to disburse all or any portion of the funds held in the Cash Management Account or any Subaccount without further consent other Collateral then or thereafter held by Borrower or any other Person. The Deposit Bank to Lender, in which event Lender may apply the funds held in the Cash Management Account or other Collateral to the Obligations in any order and each Subaccount is in such manner as Lender may determine in its sole and absolute discretion. (f) Upon the occurrence and during the continuance of any Event of Default, Lender may, at any time or from time to time, collect, appropriate, redeem, realize upon or otherwise enforce its rights with respect to the Collateral, without notice to Borrower and without the need to institute any legal action, make demand, exhaust any other remedies or otherwise proceed to enforce its rights. (g) No failure on the part of Lender to exercise, and no delay in exercising, any right under this Agreement shall be treated either operate as a “securities account”waiver of such right thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right under this Agreement or the other Loan Documents. The remedies provided in this Agreement, as such term is defined the Note, and the other Loan Documents are cumulative and not exclusive of any remedies provided at law or in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCCequity. (h) During the Term, Borrower shall not and shall cause Manager not hereby agrees to deposit Rents or other Collections into reasonably cooperate with Lender with respect to any account other than a Rent Deposit Account or requested modifications to the Cash Management AccountAgreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents.

Cash Management Account. (a) During the Term, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. The Cash Management Account shall be entitled “ARG FEMRGWV001, LLC et al CMA FBO Column Financial, Inc. and Citi Real Estate Funding Inc. and their successors and assigns as Lender”. Borrower hereby grants to Lender a first-first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account. Borrower shall not in any way alter or modify the Cash Management Account and shall notify Lender of the account number thereof. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account Account. Borrower acknowledges and agrees that it solely shall be, and shall at all times remain, liable to Lender, Cash Management Bank or Servicer (in its capacity as administrator of the Cash Management Account) for all fees, charges, costs and expenses for establishing in connection with the Cash Management Account, including, without limitation, any monthly or annual fees or charges as may be assessed by Lender, Cash Management Bank or Servicer in connection with the administration of the Cash Management Account and maintaining the actual out-of-pocket fees and expenses of legal counsel to Lender, Cash Management Bank and Servicer as needed to enforce, protect or preserve the rights and remedies of Lender or Servicer under this Agreement with respect to the Cash Management Account. (a) Provided no Event of Default shall have occurred and be continuing, on each Business Day all funds on deposit in the Cash Management Account shall be applied by Lender or Servicer (in its capacity as administrator of the Cash Management Account) to the payment of the following items in the order indicated: (i) First, during the continuance of a Cash Sweep Period only, payments to the Tax and Insurance Reserve Account in accordance with the terms and conditions of Section 7.2 hereof; (ii) Second, payment to pay the fees and expenses of Cash Management Bank when due and payable pursuant to the Cash Management Agreement; (iii) Third, payment of the Monthly Debt Service Payment Amount; (iv) Fourth, during the continuance of a Cash Sweep Period only, payment to Borrower for payments for the monthly Cash Expenses to be paid in the period from such Payment Date through the next Payment Date (or reimbursed to Borrower for funds previously paid) in accordance with the related Approved Annual Budget, provided, that in no event shall management fees in excess of two percent (2%) be disbursed to any Affiliated Manger under this clause (iv); (v) Fifth, during the continuance of a Cash Sweep Period only, payment to Borrower for payments for Extraordinary Expenses reasonably approved by Lender, if any; (vi) Sixth, during the continuance of a Cash Sweep Period only, payment to the Replacement Reserve Account of the Replacement Reserve Monthly Deposit as required by and in accordance with the terms and conditions of Section 7.3 hereof; (vii) Seventh, during the continuance of a Cash Sweep Period only, payment to the Rollover Reserve Account of the Rollover Reserve Monthly Deposit as required by and in accordance with the terms and conditions of Section 7.4 hereof; (viii) Eighth, during the continuance of a Cash Sweep Period only, payment to Lender of any other amounts then due and payable under the Loan Documents; (ix) Lastly, (A) during the continuance of a Cash Sweep Period only (whether or not a Lease Sweep Period exists), payment to the Excess Cash Flow Reserve Account of any excess amounts after the payment of items (i) through (viii) above (“Excess Cash Flow”) to be held in accordance with the terms and conditions hereof, (B) provided no Cash Sweep Period exists, during the continuance of a Lease Sweep Period only, (1) first, an amount equal to all cash flow attributable to any Lease which caused the Lease Sweep Event (or, for the avoidance of doubt, would have caused a Lease Sweep Period to commence if a Lease Sweep Period did not already exist) shall be deposited into the Rollover Reserve Account and (2) second, to Borrower, or (C) provided no Cash Sweep Period or Lease Sweep Period exists, to Borrower. (b) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any paymentspayments (unless due to Lender’s or Servicer’s gross negligence or willful misconduct), as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (c) All funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (d) In the event of any Transfer of any Property, Borrower shall (hereby agrees that Lender or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation Bank may establish additional sub-accounts in accordance connection with the terms of any payments otherwise required under this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccountsother Loan Documents. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.

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

Cash Management Account. (a) During the Term, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Account Bank Servicer in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf Lender. The Cash Management Account shall be entitled “Guggenheim Life and Annuity Company, as Lender, pursuant to Loan Agreement dated as of LenderAugust, 2011 – Cash Management Account”. Borrower hereby grants to Lender a first-first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-first priority security interest. Borrower hereby authorizes Lender to enter into an account control agreement with Deposit Bank and to file UCC Financing Statements and continuations thereof to perfect Lender’s security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account. Lender will notify Borrower and Lockbox Bank of the account number and wiring information for the Cash Management Agreement. Lender and Servicer on behalf of Lender shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. Pursuant to the Lockbox Agreement, funds on deposit in the Lockbox Account shall be transferred on each Business Day to or at the direction of Borrower unless a Trigger Period exists, in which case such funds shall be transferred on each Business Day to the Cash Management Account. The Lender may establish and maintain sub-accounts (collectively, the “Loan Agreement Sub-accounts”) of the Cash Management Account on a ledger-entry basis for purposes of administering the funds on deposit in the Cash Management Account and applying such funds in accordance with the terms of this Loan Agreement. Borrower agrees to pay the fees of Deposit Bank in accordance with the customary fees charged by Deposit Bank for the services described herein, as such fees are established from time to time. (b) On each Payment Date, Lender or Servicer (as applicable), shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (i) First, to the payments to the Tax and Insurance Escrow Fund in an amount sufficient to pay the monthly deposit required to be made for Taxes and Insurance Premiums in accordance with the terms and conditions of Section 7.2; (ii) Second, to Lender in the amount of the Monthly Debt Service Payment Amount, for application in accordance with the terms and conditions of Section 2.3.1 hereof; (iii) Third, to the Replacement Reserve Account in an amount sufficient to pay the monthly deposit required to be made in accordance with the terms and conditions of Section 7.3 hereof; (iv) Fourth, to the Rollover Reserve Account in an amount sufficient to pay the monthly deposit required to be made in accordance with the terms and conditions of Section 7.4 hereof; (v) Fifth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (vi) Sixth, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Payment Date, if any, shall be deposited in the Operating Expense Account; and (vii) Last, all amounts remaining in the Cash Management Account after deposits for items (i) through (vi) above (such remaining amounts, the “Excess Cash Flow”) shall be deposited as follows: (A) if a Trigger Period is then in effect, any Excess Cash Flow shall be deposited (1) if an Excess Cash Flow TI/LC Trigger Period is then in effect, to the Excess Cash Flow TI/LC Reserve Account and (2) if no Excess Cash Flow TI/LC Trigger Period is then in effect, into the Excess Cash Flow Account; and (B) if no Trigger Period is then in effect, any Excess Cash Flow shall be disbursed to Borrower. (c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (cd) All Notwithstanding anything to the contrary in this Agreement or the Loan Documents, Borrower hereby agrees and acknowledges that following the occurrence and continuance of any Event of Default, all funds on deposit in and thereafter deposited in the Cash Management Account following the occurrence of an Event of Default may be administered and applied by Lender or Servicer in such order and priority as Lender in its sole discretion shall determine. (d) In the event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof. (e) Lender may also establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts. (f) The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts. (g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by Lender directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC. (h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.