Common use of Cash Management Account Clause in Contracts

Cash Management Account. (a) Upon the occurrence 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 Agent in trust and for the benefit of Borrower 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. The Cash Management Account shall be entitled in the name of Master Tenant for the benefit of Lender. Master Tenant shall grant to Borrower 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 Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, 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 Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower or Master Tenant.

Cash Management Account. (a) Upon Simultaneously with the occurrence of a Cash Sweep EventCompletion of the Project, Borrower shall cause Master Tenant to 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 Agent in trust and for accordance with the benefit terms of Borrower 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 LenderAgreement. The Cash Management Account shall be entitled in the name of Master Tenant for the benefit of Lender. Master Tenant shall grant Borrower hereby grants to Borrower 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 deemed necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest. 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, 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 Account and will notify Lender of the account number thereofif reasonably necessary. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management 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 Master TenantCash 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 48- (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.

Cash Management Account. (a) Upon the occurrence 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 Agent Servicer in trust and for the benefit of Borrower 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 insteadLender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled in the name “Guggenheim Life and Annuity Company, as Lender, pursuant to Loan Agreement dated as of Master Tenant for the benefit of LenderAugust, 2011 – Cash Management Account”. Master Tenant shall grant Borrower hereby grants to Borrower 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 deemed necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest. 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, 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 Account and Account. Lender will notify Lender Borrower and Lockbox Bank of the account number thereofand wiring information for the Cash Management Agreement. Lender and Servicer 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 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 or Master Tenantunless 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.

Cash Management Account. (a) Upon the occurrence of a Cash Sweep Event, Borrower Lender shall cause Master Tenant to establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent Deposit Bank in trust and for the benefit of Borrower 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 insteadLender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled in the name of Master Tenant “Xxxxxx Element LA, LLC, as pledgor, for the benefit of LenderCantor Commercial Real Estate Lending, L.P. and Xxxxxxx Xxxxx Mortgage Company, collectively, as Secured Party – Cash Management Account,” or such other name as required by Lender from time to time. Master Tenant Lender will also establish subaccounts of the Cash Management Account which shall grant at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). Borrower (i) hereby grants to Lender a first-first priority security interest in the Cash Management Account and the Subaccounts and all deposits at any time contained therein and the proceeds thereof thereof, and (ii) will take all actions deemed necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Cash Management AccountAccount and the Subaccounts, including, without limitation, filing or authorizing the filing of Lender to file UCC-1 Financing Statements financing statements and continuations thereof. Borrower will not, and will not permit Master Tenant to, in any way alter alter, modify or modify close the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, 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 Borrower. All monies now or Master Tenanthereafter 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.

Cash Management Account. (a) Upon During the occurrence term of a Cash Sweep Eventthe Loan, Borrower shall cause Master Tenant Mortgage Borrower to establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Borrower and 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 insteadMortgage Lender, which Cash Management Account shall be under the sole dominion and control Control of Mortgage Lender. The Cash Management Account shall be entitled segregate separately for each Minority Interest Property any sums received by it from a Property Account for such Minority Interest Property. To the extent and only to the extent Borrower has the right to do so under the Mortgage Loan Documents, and without any representation as to Borrower’s interest in the name of Master Tenant for Cash Management Agreement or as to Borrower’s right to grant a security interest therein to Lender or as to the benefit of Lender. Master Tenant shall grant perfection thereof, Borrower hereby grants to Borrower Lender a first-first priority security interest in Borrower’s interest, if any, in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions deemed actions, if any, reasonably necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the executing and filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not, and will not cause or permit Master Tenant to, Mortgage Borrower in any way to alter or modify the Cash Management Account without Lender’s consent and will notify Lender of the account number thereof. Mortgage Lender and Servicer its servicer 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 Mortgage Borrower. Borrower shall direct or Master Tenantcause Mortgage Borrower to direct that all cash distributions from the Cash Management Account to be paid to Lender in accordance with the Cash Management Agreement (including the Net Liquidation Proceeds After Debt Service) be deposited into the Mezzanine A Debt Service Account maintained in accordance with the Cash Management Agreement. Disbursements from the Mezzanine A Debt Service Account will be made in accordance with the terms and conditions of the Cash Management Agreement.

Cash Management Account. (a) Upon During the occurrence term of a Cash Sweep Eventthe Loan, Borrower shall cause Master Tenant Lessee to establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Borrower and Lender and to which, during a Cash Sweep Period, all amounts that otherwise would have been wired to Master Tenant Lessee pursuant to the Clearing Account Lockbox Agreement shall be transferred instead, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled in the name of Master Tenant “Xxxxx National HP N-Xxxxxxx MT, LLC, for the benefit of Lender. JPMorgan Chase Bank, National Association, as Lender - Cash Management Account.” Master Tenant Lessee shall grant to Borrower 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 Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall will 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 Lessee to, in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower or Master TenantLessee.

Cash Management Account. (a) Upon During the occurrence term of a Cash Sweep Eventthe Loan, Borrower shall cause Master Tenant Mortgage Borrower to establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Borrower and 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 insteadMortgage Lender, which Cash Management Account shall be under the sole dominion and control Control of Mortgage Lender. The Cash Management Account shall be entitled segregate separately for each Minority Interest Property any sums received by it from a Property Account for such Minority Interest Property. To the extent and only to the extent Borrower has the right to do so under the Mortgage Loan Documents, and without any representation as to Borrower’s interest in the name of Master Tenant for Cash Management Agreement or as to Borrower’s right to grant a security interest therein to Lender or as to the benefit of Lender. Master Tenant shall grant perfection thereof, Borrower hereby grants to Borrower Lender a first-first priority security interest in Borrower’s interest, if any, in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions deemed actions, if any, reasonably necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the executing and filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not, and will not cause or permit Master Tenant to, Mortgage Borrower in any way to alter or modify the Cash Management Account without Lender’s consent and will notify Lender of the account number thereof. Mortgage Lender and Servicer its servicer 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 Mortgage Borrower. Borrower shall direct or Master Tenantcause Mortgage Borrower to direct that all cash distributions from the Cash Management Account to be paid to Lender in accordance with the Cash Management Agreement (including the Net Liquidation Proceeds After Debt Service) be deposited into the Mezzanine C Debt Service Account maintained in accordance with the Cash Management Agreement. Disbursements from the Mezzanine C Debt Service Account will be made in accordance with the terms and conditions of the Cash Management Agreement.

Cash Management Account. (a) Upon the occurrence of Simultaneously herewith, Grantor and Beneficiary shall enter into a Cash Sweep EventManagement Agreement (“Cash Management Agreement”) with LaSalle Bank National Association, Borrower as “Agent”. Grantor shall cause Master Tenant to establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Borrower and 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 insteadBeneficiary, which Cash Management Account shall be under the sole dominion and control of LenderBeneficiary. The Cash Management Account shall be entitled in “Xxxxxxx Macquarie - Cerritos I, LLC, as Grantor and LaSalle Bank National Association, as Beneficiary, pursuant to Leasehold Deed of Trust, Security Agreement and Fixture Filing dated as of January __, 2006 - Cash Management Account”. All monies now or hereafter deposited into the name of Master Tenant Cash Management Account shall be deemed additional security for the benefit of LenderIndebtedness. Master Tenant shall grant Grantor hereby grants to Borrower Beneficiary 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 deemed necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, Beneficiary a perfected first priority security interest in the Cash Management Account. In addition, including, without limitation, authorizing the filing of UCC-1 Grantor hereby authorizes Beneficiary to prepare and file UCC 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 Grantor will not permit Master Tenant to, in any way alter or modify the Cash Management Account and will notify Lender Beneficiary of the account number thereof. Lender Grantor shall not further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein, or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Beneficiary as the secured party, to be filed with respect thereto. On each date that a payment is due Beneficiary under the Loan Documents (a “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 Beneficiary as provided in the Cash Management Agreement. Subject to the terms and Servicer conditions of the Cash Management Agreement, Beneficiary and/or any servicer 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 Borrower Grantor. The insufficiency of funds on deposit in the Cash Management Account shall not relieve Grantor from the obligation to make any payments, as and when due pursuant to this Deed of Trust and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or Master Tenantcircumstance whatsoever. Upon the occurrence of and during the continuance of an Event of Default, Beneficiary may, in addition to any and all other rights and remedies available to Beneficiary, apply any sums then present in the Cash Management Account to the payment of the Indebtedness in such order and priority as Beneficiary shall determine. Grantor hereby agrees that Beneficiary may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Deed of Trust and the other Loan Documents and Beneficiary shall provide notice thereof to Grantor. Grantor shall indemnify, defend and hold Beneficiary harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Cash Management Account (unless arising from the gross negligence or willful misconduct of Beneficiary) or the performance of the obligations for which the Cash Management Account was established. Notwithstanding anything to the contrary contained in this Deed of Trust and the other Loan Documents, and provided no Event of Default has occurred and is continuing, during a Cash Management Period (as defined in the Cash Management Agreement), Grantor’s obligations with respect to the payment of the monthly debt service payment required under the Note and amounts due hereunder for escrows for taxes, ground rents, insurance, Replacement Reserves, TI and Leasing Reserves, Cingular Reserves and any other payment reserves established pursuant to this Deed of Trust or any other Loan Document shall be deemed satisfied to the extent sufficient amounts are deposited in the Cash Management Account established pursuant to the Cash Management Agreement to satisfy such obligations on the dates each such payment is required, regardless of whether any of such amounts are so applied by Beneficiary.

Cash Management Account. (a) Upon On or prior to the occurrence Closing Date, Borrower shall establish and thereafter maintain with the Lockbox Bank one or more lockbox accounts into which income from the Properties will be deposited (the “Lockbox Account”). As a condition precedent to the closing of a Cash Sweep Eventthe Loan, Borrower shall cause Master Tenant the Lockbox Bank to establish execute and maintain deliver an agreement (as modified or replaced in accordance herewith, a segregated Eligible “Deposit Account Control Agreement”) which provides, inter alia, that Borrower shall have no access to funds in the Lockbox Account and that at the end of each Business Day the Lockbox Bank will remit all amounts contained therein directly into an account specified by Lender. So long as no Trigger Period or Event of Default is continuing, Lender shall specify the Operating Account for such remittance by the Lockbox Bank, and during the continuance of a Trigger Period or Event of Default Lender shall specify Lender’s cash management account (the “Cash Management Account”) 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 H instructing that (i) all payments under the Leases shall thereafter be remitted by them directly to, and deposited directly into, the Lockbox Account, and (ii) such instruction may not 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 Properties and all other money received by Borrower or the Approved Property Manager with respect to the Properties (other than tenant security deposits required to be held by Agent in trust and for the benefit of Borrower and Lender and escrow accounts) 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. The Cash Management Account shall be entitled deposited in the name of Master Tenant for the benefit of Lender. Master Tenant shall grant to Borrower a first-priority security interest in Lockbox Account or the Cash Management Account and all deposits by the end of the first Business Day following Borrower’s or the Approved Property Manager’s receipt thereof. (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 deemed necessary or desirable by Lender to maintain in favor the case of Borrower and any such change in respect of Lender, as Borrower’s assignee, a perfected first priority security interest in 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, authorizing or if the filing of UCC-1 Financing Statements Lockbox Bank fails to comply with the Deposit Account Control Agreement or ceases to be an Eligible Institution, Lender shall have the right at any time, upon not less than 30 days’ prior written notice to Borrower, to replace the Lockbox Bank with any Eligible Institution at which Eligible Accounts may be maintained that will promptly execute and continuations thereof. Borrower hereby grants deliver to Lender a first priority security interest Deposit Account Control Agreement satisfactory to Lender. (c) Borrower shall maintain at all times an Operating Account into which amounts may be deposited from time to time pursuant hereto. Borrower shall not permit any amounts unrelated to a Property to be commingled with amounts on deposit in all of Borrower’s right, title and interest in and to the Cash Management Operating Account and shall cause all deposits at any time contained therein and amounts payable with respect to Operating Expenses for 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 Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower or Master Tenant.49 [AM_ACTIVE 400655008_12]

Cash Management Account. (a) Upon the occurrence of a Cash Sweep Event, Borrower and Baltimore Owner shall cause Master Tenant to establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent Servicer in trust and for the benefit of Borrower 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 insteadLender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled in the name of Master Tenant “W-#2 Baltimore, LLC, W-Boston, LLC, El Conquistador Partnership L.P., S.E., Xxxxxxx de San Xxxx Associates, Ft. Lauderdale Owner, LLC, Atlanta American Owner, LLC, Casa Marina Owner, LLC, Key West Reach Owner, LLC and Xxxxxx Real Estate Group Joint Venture - JPMorgan Chase Bank, N.A./Bear Xxxxxxx Commercial Mortgage, Inc. - Cash Management Account.” The Cash Management Account shall segregate separately for the benefit of Lendereach Minority Interest Property any sums received from a Property Account for such Minority Interest Property. Master Tenant shall grant Borrower hereby grants to Borrower 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 deemed necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the executing and filing of UCC-1 Financing Statements and continuations thereof. Borrower will not, and Baltimore Owner will not permit Master Tenant to, in any way alter or modify the Cash Management Account without Lender’s consent and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower Borrower. In addition, any such withdrawals of the funds separately segregated for a Minority Interest Property may only be applied to reduce the applicable Minority Interest Debt for that Minority Interest Property or Master Tenantto pay Operating Expenses, Extraordinary Expenses or Capital Expenditures associated with such Minority Interest Property.

Cash Management Account. (a) Upon Borrower shall deposit, and shall direct each Operating Lessee to deposit all Operating Lease Rent directly into the occurrence of a Cash Sweep EventManagement Account. In addition, Borrower shall cause Master Tenant deliver written instructions to establish and maintain a segregated Eligible Account (any other tenants under Leases and, in the “Cash Management Account”) event an Operating Lease is not in effect for an Individual Property, to be held by Agent in trust and for the benefit of any applicable credit card companies, to deliver all Rents payable to Borrower and Lender and to which, during a Cash Sweep Period, all amounts that otherwise would have been wired to Master Tenant pursuant thereunder directly to the Clearing Account Agreement shall be transferred instead, which Cash Management Account and Borrower shall be under deposit all amounts received by Borrower constituting Rents into the sole dominion and control of Lender. The Cash Management Account shall be entitled in the name of Master Tenant for the benefit of Lenderpromptly upon receipt. Master Tenant shall grant Borrower hereby grants to Borrower 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 deemed necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the executing and 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 Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make All withdrawals from the Cash Management Account, Account shall be made in accordance with the Cash Management Agreement and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) 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 distributed to Lender from the Cash Management Account shall be applied by Lender to the payment of the following items in the order indicated: (i) First, payments to the Tax and Insurance Escrow Fund in accordance with the terms and conditions of Section 5.4 hereof; (ii) 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; (iii) Third, payments to the Replacement Escrow Fund in accordance with the terms and conditions hereof; (iv) Fourth, payment to Lender of any other amounts then due and payable under the Loan Documents (other than Accrued Interest); (v) 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; (vi) Sixth, on or Master Tenant.after the Anticipated Payment Date, payments for Extraordinary Expenses approved by Lender, if any; (vii) Seventh, on or after the Anticipated Payment Date, payments to Lender in reduction of the outstanding principal balance of the Loan; and (viii) Eighth, on or after the Anticipated Payment Date, payments to Lender for Accrued Interest. (c) The insufficiency of funds on deposit in the Cash Management Account shall not absolve 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) Subject to Section 3.2, all amounts on deposit in the Cash Management Account during the continuation of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. SECTION 3.6

Cash Management Account. (a) Upon the occurrence of Simultaneously herewith, Grantor and Beneficiary shall enter into a Cash Sweep EventManagement Agreement (“Cash Management Agreement”) with LaSalle Bank National Association, Borrower as “Agent”. During a Cash Management Period, Grantor shall cause Master Tenant to establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Borrower and 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 insteadBeneficiary, which Cash Management Account shall be under the sole dominion and control of LenderBeneficiary. The Cash Management Account shall be entitled in “NNN Lenox Medical, LLC, as Borrower and LaSalle Bank National Association, as Lender, pursuant to Deed of Trust, Security Agreement and Fixture Filing dated as of January 2, 2007 – Cash Management Account”. All monies now or hereafter deposited into the name of Master Tenant Cash Management Account shall be deemed additional security for the benefit of LenderIndebtedness. Master Tenant shall grant Grantor hereby grants to Borrower Beneficiary 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 deemed necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, Beneficiary a perfected first priority security interest in the Cash Management Account. In addition, including, without limitation, authorizing the filing of UCC-1 Grantor hereby authorizes Beneficiary to prepare and file UCC 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 Grantor will not permit Master Tenant to, in any way alter or modify the Cash Management Account and will notify Lender Beneficiary of the account number thereof. Lender and Servicer Grantor shall not further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Beneficiary as the secured party, to be filed with respect thereto. During a Cash Management Period, on each date that a payment is due Beneficiary under the Loan Documents (a “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 Beneficiary as provided in the Cash Management Agreement. Beneficiary and/or any servicer 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 Borrower Grantor. The insufficiency of funds on deposit in the Cash Management Account shall not relieve Grantor from the obligation to make any payments, as and when due pursuant to this Deed of Trust and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or Master Tenantcircumstance whatsoever. Upon the occurrence of an Event of Default, Beneficiary may, in addition to any and all other rights and remedies available to Beneficiary, apply any sums then present in the Cash Management Account to the payment of the Indebtedness in such order and priority as Beneficiary shall determine. Grantor hereby agrees that Beneficiary may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Deed of Trust and the other Loan Documents and Beneficiary shall provide notice thereof to Grantor. Grantor shall indemnify, defend and hold Beneficiary harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Cash Management Account (unless arising from the gross negligence or willful misconduct of Beneficiary) or the performance of the obligations for which the Cash Management Account was established. Notwithstanding anything to the contrary contained in this Deed of Trust and the other Loan Documents, and provided no Event of Default has occurred and is continuing, during a Cash Management Period, Grantor’s obligations with respect to the payment of the monthly debt service payment required under the Note and amounts due hereunder for escrows for taxes, ground rents, insurance, Replacement Reserves, TI and Leasing Reserves, and any other payment reserves established pursuant to this Deed of Trust or any other Loan Document shall be deemed satisfied to the extent sufficient amounts are deposited in the Cash Management Account established pursuant to the Cash Management Agreement to satisfy such obligations on the dates each such payment is required, regardless of whether any of such amounts are so applied by Beneficiary.

Cash Management Account. (a) Upon During the occurrence term of a Cash Sweep Eventthe Loan, Borrower shall cause Master Tenant Mortgage Borrower and Maryland Owner to establish and maintain (i) a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Mortgage Lender, which Cash Management Account shall be under the sole dominion and control of Mortgage Lender, and (ii) a segregated Eligible Account, the “Senior Mezzanine Loan Cash Management Account” to be held by Agent in trust and for the benefit of Senior Mezzanine Lender, which account shall be under the sole dominion and control of Senior Mezzanine Lender. In addition, during the term of the Loan, Borrower shall, or shall cause Mortgage Borrower and Lender Maryland Owner to establish and maintain a segregated Eligible Account (the “Junior Mezzanine Loan Cash Management Account”) to which, during a Cash Sweep Period, all amounts that otherwise would have been wired to Master Tenant pursuant to be held by Agent in trust and for the Clearing Account Agreement shall be transferred insteadbenefit of Lender, which Junior Mezzanine Loan Cash Management Account shall be under the sole dominion and control of Lender. The Junior Mezzanine Loan Cash Management Account shall be entitled in the name “IW Mezz 2 2009, LLC, as Borrower, and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of Master Tenant for the benefit of LenderDecember 1, 2009 – Cash Management Account”. Master Tenant shall grant Borrower hereby grants to Borrower Lender a first-first priority security interest in the Junior Mezzanine Loan Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions deemed necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Junior Mezzanine Loan 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 Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower or Master Tenant.

Cash Management Account. (a) Upon the occurrence of a Cash Sweep Event, Borrower Lender shall cause Master Tenant to establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent the Deposit Bank in trust and for the benefit of Borrower 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 insteadLender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled in the name of Master Tenant “KAUAI COCONUT BEACH, LLC AND KAUAI COCONUT BEACH OPERATOR, LLC, as pledgor, for the benefit of LenderTH COMMERCIAL MORTGAGE LLC, as Secured Party – Cash Management Account,” or such other name as required by Lender from time to time. Master Tenant Lender will also establish subaccounts of the Cash Management Account which shall grant at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). Borrower (i) hereby grants to Lender a first-first priority security interest in the Cash Management Account and the Subaccounts and all deposits at any time contained therein and the proceeds thereof thereof, and (ii) will take all actions deemed necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Cash Management AccountAccount and the Subaccounts, including, without limitation, filing or authorizing the filing of Lender to file UCC-1 Financing Statements financing statements and continuations thereof. Borrower will not, and will not permit Master Tenant to, in any way alter alter, modify or modify close the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, 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 Borrower. All monies now or Master Tenant.hereafter deposited into the Cash Management Account and the Subaccounts shall be deemed additional security for the Obligations. 50

Cash Management Account. (a) Upon the occurrence of During a Cash Sweep EventPeriod, Borrower shall cause Master Tenant to establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Borrower and 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 insteadLender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled in the “PHR WNC, LLC and PHR WNC OPCO SUB, LLC, as Borrower and Wxxxx Fargo Bank, National Association, as Trustee for Lender - Cash Management Account” or such other name of Master Tenant for the benefit of Lenderas Lender shall approve. Master Tenant shall grant Borrower hereby grants to Borrower 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 deemed necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, 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 Account without Lender’s prior written consent and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, Account in accordance with the Cash Management Agreement and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower or Master TenantBorrower; provided, however, that if the Cash Management Account is with an Eligible Institution selected by Lender, such costs and expenses shall be reasonable market costs and expenses, consistent with those charged by such Eligible Institution in connection with similar mortgage loans.

Cash Management Account. (a) Upon During the occurrence term of a Cash Sweep Eventthe Loan, Borrower shall cause Master Tenant Mortgage Borrower to establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Agent in trust and for the benefit of Borrower and 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 insteadMortgage Lender, which Cash Management Account shall be under the sole dominion and control Control of Mortgage Lender. The Cash Management Account shall be entitled segregate separately for each Minority Interest Property any sums received by it from a Property Account for such Minority Interest Property. To the extent and only to the extent Borrower has the right to do so under the Mortgage Loan Documents, and without any representation as to Borrower’s interest in the name of Master Tenant for Cash Management Agreement or as to Borrower’s right to grant a security interest therein to Lender or as to the benefit of Lender. Master Tenant shall grant perfection thereof, Borrower hereby grants to Borrower Lender a first-first priority security interest in Borrower’s interest, if any, in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions deemed actions, if any, reasonably necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the executing and filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first priority security interest in all of Borrower’s right, title and interest in and to the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not, and will not cause or permit Master Tenant to, Mortgage Borrower in any way to alter or modify the Cash Management Account without Lender’s consent and will notify Lender of the account number thereof. Mortgage Lender and Servicer its servicer 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 Mortgage Borrower. Borrower shall direct or Master Tenantcause Mortgage Borrower to direct that all cash distributions from the Cash Management Account to be paid to Lender in accordance with the Cash Management Agreement (including the Net Liquidation Proceeds After Debt Service) be deposited into the Mezzanine B Debt Service Account maintained in accordance with the Cash Management Agreement. Disbursements from the Mezzanine B Debt Service Account will be made in accordance with the terms and conditions of the Cash Management Agreement.

Cash Management Account. (a) Upon During the occurrence term of a Cash Sweep Eventthe Loan, Borrower shall cause Master Tenant to establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by with Agent in trust and for the benefit of Borrower 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 insteadLender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled in the name of Master Tenant for the benefit of Lender. Master Tenant shall grant to Borrower Borrower, as security for Master Tenant’s obligations under the Master Lease, a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions deemed necessary or desirable by Lender to maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first 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, including 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 Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account, and all All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower or Master Tenant. All monies now or hereafter deposited into the Cash Management Account shall be deemed additional security for Master Tenant’s obligations under the Master Lease, and, to the extent of Borrower’s interest therein, additional security for the Debt. If a Cash Sweep Period does not then exist, all funds in the Cash Management Account, less the reasonable fees of Agent and any minimum balance required to be maintained therein, shall be wire transferred each Business Day to Master Tenant’s operating account specified pursuant to the Cash Management Agreement. The Cash Management Agreement and Cash Management Account shall remain in effect until the Loan has been repaid in full.