Common use of Cash Management Account Clause in Contracts

Cash Management Account. (a) Borrower acknowledges and confirms that, pursuant to the Clearing Account Agreement, an Eligible Account with Clearing Account Bank shall be established into which all Rents and other revenue from the Properties which Borrower or Operating Lessee is entitled to (or permitted to) receive pursuant to the Management Agreements (after payment of all operating expenses, management fees, working capital and other amounts required pursuant to the applicable Management Agreement) shall be deposited (such account, the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Clearing Account”). Borrower further acknowledges and confirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank shall be established into which all amounts in the Clearing Account shall be deposited (such account, the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Cash Management Account”). (b) The Clearing Account and Cash Management Account shall be in the name of Borrower for the benefit of Lender, provided that Borrower shall be the owner of all funds on deposit in such accounts for federal and applicable state and local tax purposes. (c) The Clearing Account and Cash Management Account shall be subject to the exclusive dominion and control of Lender and, except as otherwise expressly provided herein, neither Borrower, Manager nor any other party claiming on behalf of, or through, Borrower or Manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) Borrower acknowledges and confirms that, pursuant to the Clearing Account This Agreement, an Eligible Account together with Clearing Account Bank shall be established into which all Rents the other Loan Documents, create a valid and other revenue from continuing security interest (as defined in the Properties which Borrower or Operating Lessee is entitled to (or permitted toUniform Commercial Code) receive pursuant to the Management Agreements (after payment of all operating expenses, management fees, working capital and other amounts required pursuant to the applicable Management Agreement) shall be deposited (such account, the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Clearing Account”). Borrower further acknowledges and confirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank shall be established into which all amounts in the Clearing Account shall be deposited and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Clearing Account or Cash Management Account; (such b) Each of the Clearing Account and Cash Management Account constitutes a “deposit account” or “securities account” within the meaning of the Uniform Commercial Code); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the sub accounts thereofClearing Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Clearing Account and Cash Management Account and all funds sums at any time on deposit therein and any proceedsheld, replacements deposited or substitutions of such account or funds invested therein, are collectively referred to herein as the “Cash Management Account”together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions)., whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; (bd) The Clearing Account and Cash Management Account shall be are not in the name of Borrower for the benefit of any Person other than Borrower, as pledgor, or Lender, provided that as pledgee. Borrower shall be has not consented to the owner of all funds on deposit in such accounts for federal Clearing Bank and applicable state and local tax purposes. (c) The Agent complying with instructions with respect to the Clearing Account and Cash Management Account shall be from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the exclusive dominion Loan Documents), and control of Lender and, except as otherwise expressly provided herein, neither Borrower, Manager nor any other party claiming on behalf of, or through, Borrower or Manager, shall and all existing tenant instruction letters issued in connection with any previous financing have any right of withdrawal therefrom or any other right or power with respect theretobeen duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) Borrower acknowledges and confirms that, pursuant to the Clearing Account This Agreement, an Eligible Account together with Clearing Account Bank shall be established into which all Rents the other Loan Documents, create a valid and other revenue from continuing security interest (as defined in the Properties which Borrower or Operating Lessee is entitled to (or permitted toUniform Commercial Code of the State of Delaware) receive pursuant to the Management Agreements (after payment of all operating expenses, management fees, working capital and other amounts required pursuant to the applicable Management Agreement) shall be deposited (such account, the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Clearing Account”). Borrower further acknowledges and confirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank shall be established into which all amounts in the Clearing Account shall be deposited and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Clearing Account and Cash Management Account; (such b) Each of the Clearing Account and Cash Management Account constitutes a “deposit account” within the meaning of the Uniform Commercial Code of the State of Delaware; (c) Pursuant and subject to the terms hereof, the sub accounts thereofClearing Bank and the Cash Management Bank have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Clearing Account and Cash Management Account and all funds sums at any time on deposit therein and any proceedsheld, replacements deposited or substitutions of such account or funds invested therein, are collectively referred to herein as the “Cash Management Account”together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions)., whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (bd) The Clearing Account and Cash Management Account shall be are not in the name of Borrower for the benefit of any Person other than Borrower, as pledgor, or Lender, provided that as pledgee. Borrower shall be has not consented to the owner of all funds on deposit in such accounts for federal Clearing Bank and applicable state and local tax purposes. (c) The the Cash Management Bank complying with instructions with respect to the Clearing Account and Cash Management Account shall be subject to the exclusive dominion and control of Lender and, except as otherwise expressly provided herein, neither Borrower, Manager nor from any Person other party claiming on behalf of, or through, Borrower or Manager, shall have any right of withdrawal therefrom or any other right or power with respect theretothan Lender.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) Borrower acknowledges and confirms that, pursuant to the Clearing Account This Agreement, an Eligible Account together with Clearing Account Bank shall be established into which all Rents the other Loan Documents, create a valid and other revenue from the Properties which Borrower or Operating Lessee is entitled to continuing security interest (or permitted to) receive pursuant to the Management Agreements (after payment of all operating expenses, management fees, working capital and other amounts required pursuant to the applicable Management Agreement) shall be deposited (such account, the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Clearing Account”). Borrower further acknowledges and confirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank shall be established into which all amounts defined in the Clearing Account shall be deposited (such account, Uniform Commercial Code) in the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Cash Management Account”). (b) The Clearing Lockbox Account and Cash Management Account shall be in the name of Borrower for the benefit favor of Lender, provided that which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower shall be has not sold, pledged, transferred or otherwise conveyed the owner of all funds on deposit in such accounts for federal Lockbox Account and applicable state and local tax purposes.Cash Management Account; (cb) The Clearing Each of the Lockbox Account and Cash Management Account shall be constitutes a “deposit account” and/or “securities account” within the meaning of the Uniform Commercial Code); (c) Pursuant and subject to the exclusive dominion terms hereof and control of Lender andthe other applicable Loan Documents, except as otherwise expressly provided hereinthe Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, neither without further consent by Borrower, Manager nor directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other party claiming on behalf ofearnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or throughLender, as pledgee. Borrower or Manager, shall have any right of withdrawal therefrom or any other right or power has not consented to the Lockbox Bank and Agent complying with instructions with respect theretoto the Lockbox Account and Cash Management Account from any Person other than Lender. (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. (a) Borrower acknowledges and confirms thatthat Borrower has established, pursuant to the Clearing Account Agreement, and Borrower covenants that it shall maintain an Eligible Account with Clearing Account Bank shall be established into which Borrower shall, and shall cause Manager to, deposit or cause to be deposited all Rents and other revenue from the Properties which Borrower Property during the Cash Management Period or Operating Lessee is entitled upon the occurrence of an Event of Default prior to (or permitted to) receive the commencement of the Cash Management Period pursuant to the Management Agreements (after payment terms of all operating expenses, management fees, working capital and other amounts required pursuant to the applicable Management Agreement) shall be deposited Section 10.2 hereof (such account, the sub sub-accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Clearing Account”). Borrower further acknowledges and confirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank shall be established into which all amounts in the Clearing Account shall be deposited (such account, the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Cash Management Account”). (b) The Clearing Account and Cash Management Account shall be in the name of Borrower for the benefit of Lender, provided that Borrower shall be the owner of all funds on deposit in such accounts for federal and applicable state and local tax purposespurposes (except to the extent Lender retains any interest earned on the Cash Management Account for its own account following the occurrence and during the continuance of an Event of Default). Sums on deposit in the Cash Management Account shall not be invested except in such Permitted Investments as determined and directed by Lender and all income earned thereon shall be the income of Borrower and be applied to and become part of the Cash Management Account, to be disbursed in accordance with this Article 10. Lender shall have no liability for any loss resulting from the investment of funds in Permitted Investments in accordance with the terms and conditions of this Agreement. (c) The Clearing Account and Cash Management Account shall be subject to the exclusive dominion and control of Lender during the Cash Management Period or the continuance of an Event of Default and, except as otherwise expressly provided herein, neither Borrower, Manager nor any other party claiming on behalf of, or through, Borrower or Manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto. (d) Borrower agrees to pay the customary fees and expenses incurred in connection with maintaining the Cash Management Account. (e) Lender shall be responsible for the performance only of such duties with respect to the Cash Management Account as are specifically set forth herein, and no duty shall be implied from any provision hereof. Lender shall not be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof, or to advance any of its own monies. Borrower shall indemnify and hold Lender and its directors, employees, officers and agents harmless from and against any loss, cost or damage (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by such parties in connection with the Cash Management Account other than such as result from the gross negligence or willful misconduct of Lender or intentional nonperformance by Lender of its obligations under this Agreement.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) Borrower acknowledges and confirms that, pursuant to the Clearing Account This Agreement, an Eligible Account together with Clearing Account Bank shall be established into which all Rents the other Loan Documents, create a valid and other revenue from the Properties which Borrower or Operating Lessee is entitled to continuing security interest (or permitted to) receive pursuant to the Management Agreements (after payment of all operating expenses, management fees, working capital and other amounts required pursuant to the applicable Management Agreement) shall be deposited (such account, the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Clearing Account”). Borrower further acknowledges and confirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank shall be established into which all amounts defined in the Clearing Account shall be deposited (such account, Uniform Commercial Code of the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions State of such account or funds therein, are collectively referred to herein as New York) in the “Cash Management Account”). (b) The Clearing Lockbox Account and Cash Management Account shall be in the name of Borrower for the benefit favor of Lender, provided that which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower shall be has not sold, pledged, transferred or otherwise conveyed the owner of all funds on deposit in such accounts for federal Lockbox Account and applicable state and local tax purposes.Cash Management Account; (cb) The Clearing Each of the Lockbox Account and Cash Management Account shall be constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York; (c) Pursuant and subject to the exclusive dominion terms hereof and control of Lender andthe other applicable Loan Documents, except as otherwise expressly provided hereinthe Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, neither without further consent by Borrower, Manager nor directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other party claiming on behalf ofearnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; (d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or throughLender, as pledgee. Borrower or Manager, shall have any right of withdrawal therefrom or any other right or power has not consented to the Lockbox Bank and Agent complying with instructions with respect theretoto the Lockbox Account and Cash Management Account from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) Borrower acknowledges and confirms that, pursuant to the Clearing Account This Agreement, an Eligible Account together with Clearing Account Bank shall be established into which all Rents the other Loan Documents, create a valid and other revenue from continuing security interest (as defined in the Properties which Borrower or Operating Lessee is entitled to (or permitted toUniform Commercial Code) receive pursuant to the Management Agreements (after payment of all operating expenses, management fees, working capital and other amounts required pursuant to the applicable Management Agreement) shall be deposited (such account, the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Clearing Account”). Borrower further acknowledges and confirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank shall be established into which all amounts in the Clearing Account shall be deposited and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Clearing Account or Cash Management Account; (such b) Each of the Clearing Account and Cash Management Account constitutes a “deposit account” or “securities account” within the meaning of the Uniform Commercial Code); (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the sub accounts thereofClearing Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Clearing Account and Cash Management Account and all funds sums at any time on deposit therein and any proceedsheld, replacements deposited or substitutions of such account or funds invested therein, are collectively referred to herein as the “Cash Management Account”together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions)., whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; (bd) The Clearing Account and Cash Management Account shall be are not in the name of Borrower for the benefit of any Person other than Borrower, as pledgor, or Lender, provided that as pledgee. Borrower shall be has not consented to the owner of all funds on deposit in such accounts for federal Clearing Bank and applicable state and local tax purposes. (c) The Agent complying with instructions with respect to the Clearing Account and Cash Management Account shall be from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the exclusive dominion Loan Documents and control of Lender andas between the Borrowers), except as otherwise expressly provided herein, neither Borrower, Manager nor and any other party claiming on behalf of, or through, Borrower or Manager, shall and all existing tenant instruction letters issued in connection with any previous financing have any right of withdrawal therefrom or any other right or power with respect theretobeen duly terminated prior to the date hereof.

Cash Management Account. Borrower hereby represents and warrants to Lender that: (a) Borrower acknowledges and confirms that, pursuant to the Clearing Account This Agreement, an Eligible Account together with Clearing Account Bank shall be established into which all Rents the other Loan Documents, create a valid and other revenue from continuing security interest (as defined in the Properties which Borrower or Operating Lessee is entitled to (or permitted toUniform Commercial Code) receive pursuant to the Management Agreements (after payment of all operating expenses, management fees, working capital and other amounts required pursuant to the applicable Management Agreement) shall be deposited (such account, the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Clearing Account”). Borrower further acknowledges and confirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank shall be established into which all amounts in the Clearing Account shall be deposited and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Clearing Account or Cash Management Account; (such b) Each of the Clearing Account and Cash Management Account constitutes a “deposit account” or “securities account” within the meaning of the Uniform Commercial Code; (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the sub accounts thereofClearing Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Clearing Account and Cash Management Account and all funds sums at any time on deposit therein and any proceedsheld, replacements deposited or substitutions of such account or funds invested therein, are collectively referred to herein as the “Cash Management Account”together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions)., whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; (bd) The Clearing Account and Cash Management Account shall be are not in the name of Borrower for the benefit of any Person other than Borrower, as pledgor, or Lender, provided that as pledgee. Borrower shall be has not consented to the owner of all funds on deposit in such accounts for federal Clearing Bank and applicable state and local tax purposes. (c) The Agent complying with instructions with respect to the Clearing Account and Cash Management Account shall be from any Person other than Lender; and (e) The Property is not subject to any cash management system (other than pursuant to the exclusive dominion Loan Documents), and control of Lender and, except as otherwise expressly provided herein, neither Borrower, Manager nor any other party claiming on behalf of, or through, Borrower or Manager, shall and all existing tenant instruction letters issued in connection with any previous financing have any right of withdrawal therefrom or any other right or power with respect theretobeen duly terminated prior to the date hereof.

Cash Management Account. (a) Borrower acknowledges and confirms thatthat Borrower has established, pursuant to the Clearing Account Agreement, and Borrower covenants that it shall maintain an Eligible Account with Clearing Account Bank shall be established into which Borrower shall, and shall cause Manager to, deposit or cause to be deposited all Rents and other revenue from the Properties which Borrower Property during the Cash Management Period or Operating Lessee is entitled upon the occurrence of an Event of Default prior to (or permitted to) receive the commencement of the Cash Management Period pursuant to the Management Agreements (after payment terms of all operating expenses, management fees, working capital and other amounts required pursuant to the applicable Management Agreement) shall be deposited Section 10.2 hereof (such account, the sub sub-accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Clearing Account”). Borrower further acknowledges and confirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank shall be established into which all amounts in the Clearing Account shall be deposited (such account, the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Cash Management Account”). (b) The Clearing Account and Cash Management Account shall be in the name of Borrower for the benefit of Lender, provided that Borrower shall be the owner of all funds on deposit in such accounts for federal and applicable state state, provincial and local tax purposespurposes (except to the extent Lender retains any interest earned on the Cash Management Account for its own account following the occurrence and during the continuance of an Event of Default). Sums on deposit in the Cash Management Account shall not be invested except in such Permitted Investments as determined and directed by Lender and all income earned thereon shall be the income of Borrower and be applied to and become part of the Cash Management Account, to be disbursed in accordance with this Article 10. Lender shall have no liability for any loss resulting from the investment of funds in Permitted Investments in accordance with the terms and conditions of this Agreement. (c) The Clearing Account and Cash Management Account shall be subject to the exclusive dominion and control of Lender during the Cash Management Period or the continuance of an Event of Default and, except as otherwise expressly provided herein, neither Borrower, Manager nor any other party claiming on behalf of, or through, Borrower or Manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto. (d) Borrower agrees to pay the customary fees and expenses incurred in connection with maintaining the Cash Management Account. (e) Lender shall be responsible for the performance only of such duties with respect to the Cash Management Account as are specifically set forth herein, and no duty shall be implied from any provision hereof. Lender shall not be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof, or to advance any of its own monies. Borrower shall indemnify and hold Lender and its directors, employees, officers and agents harmless from and against any loss, cost or damage (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by such parties in connection with the Cash Management Account other than such as result from the gross negligence or willful misconduct of Lender or intentional nonperformance by Lender of its obligations under this Agreement.

Cash Management Account. (a) Borrower acknowledges and confirms thatthat Borrower has established, pursuant to the Clearing Account Agreement, and Borrower covenants that it shall maintain an interest bearing Eligible Account with Clearing Account Bank shall be established into which Borrower shall deposit or cause to be deposited, all Rents and other revenue from the Properties Property to which Borrower or Operating Lessee is entitled to entitled, including all proceeds of any sale of an Individual Property but excluding any Insurance Proceeds (or permitted to) receive except for the monthly allocation of proceeds paid pursuant to the Management Agreements (after payment of all operating expenses, management fees, working capital and other amounts insurance policy required to be maintained pursuant to the applicable Management AgreementSection 8.01(a)(iii) shall be deposited hereof) and Awards (such account, account and the sub sub-accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Clearing Account”). Borrower further acknowledges and confirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank shall be established into which all amounts in the Clearing Account shall be deposited (such account, the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Cash Management Account”). The Cash Management Account is currently established with Bank of America, N.A., is in the name of Bonstores Realty Two, LLC and bears account number 1235865674. (b) The Clearing Account and Cash Management Account shall be in the name of Borrower for the benefit of Lender, provided that Borrower shall be the owner of all funds on deposit in such accounts account for federal and applicable state and local tax purposes. Sums on deposit in the Cash Management Account shall be invested only in such Permitted Investments as determined and directed by Lender and all income earned thereon shall be the income of Borrower and be applied to and become part of the Cash Management Account, to be disbursed in accordance with this Article X. Lender shall have no liability for any loss resulting from the investment of funds in Permitted Investments in accordance with the terms and conditions of this Agreement. (c) The Clearing Account and Cash Management Account shall be subject to the exclusive dominion and control of Lender and, except as otherwise expressly provided herein, neither Borrower, Manager Borrower nor any other party claiming on behalf of, or through, Borrower or Manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto. (d) Lender shall be responsible for the performance only of such duties with respect to the Cash Management Account as are specifically set forth herein, and no duty shall be implied from any provision hereof. Lender shall not be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof, or to advance any of its own monies, except in connection with its gross negligence or willful misconduct. Borrower shall indemnify and hold Lender and its directors, employees, officers and agents harmless from and against any loss, cost or damage (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by such parties in connection with the Cash Management Account other than such as result from the gross negligence or willful misconduct of Lender or its officers, employees and/or agents or intentional nonperformance by Lender of its obligations under this Agreement.

Cash Management Account. (a) Borrower acknowledges and confirms thatthat Borrower has established, pursuant to the Clearing Account Agreement, and Borrower covenants that it shall maintain an interest bearing Eligible Account with Clearing Account Bank shall be established into which Borrower shall deposit or cause to be deposited, all Rents and other revenue from the Properties Property to which Borrower or Operating Lessee is entitled to entitled, including all proceeds of any sale of an Individual Property but excluding any Insurance Proceeds (or permitted to) receive except for the monthly allocation of proceeds paid pursuant to the Management Agreements (after payment of all operating expenses, management fees, working capital and other amounts insurance policy required to be maintained pursuant to the applicable Management AgreementSection 8.01(a)(iii) shall be deposited hereof) and Awards (such account, account and the sub sub-accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Clearing Account”). Borrower further acknowledges and confirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank shall be established into which all amounts in the Clearing Account shall be deposited (such account, the sub accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the “Cash Management Account”). The Cash Management Account is currently established with Bank of America, N.A., is in the name of Bonstores Realty One, LLC and bears account number 1235865655. (b) The Clearing Account and Cash Management Account shall be in the name of Borrower for the benefit of Lender, provided that Borrower shall be the owner of all funds on deposit in such accounts account for federal and applicable state and local tax purposes. Sums on deposit in the Cash Management Account shall be invested only in such Permitted Investments as determined and directed by Lender and all income earned thereon shall be the income of Borrower and be applied to and become part of the Cash Management Account, to be disbursed in accordance with this Article X. Lender shall have no liability for any loss resulting from the investment of funds in Permitted Investments in accordance with the terms and conditions of this Agreement. (c) The Clearing Account and Cash Management Account shall be subject to the exclusive dominion and control of Lender and, except as otherwise expressly provided herein, neither Borrower, Manager Borrower nor any other party claiming on behalf of, or through, Borrower or Manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto. (d) Lender shall be responsible for the performance only of such duties with respect to the Cash Management Account as are specifically set forth herein, and no duty shall be implied from any provision hereof. Lender shall not be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof, or to advance any of its own monies, except in connection with its gross negligence or willful misconduct. Borrower shall indemnify and hold Lender and its directors, employees, officers and agents harmless from and against any loss, cost or damage (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by such parties in connection with the Cash Management Account other than such as result from the gross negligence or willful misconduct of Lender or its officers, employees and/or agents or intentional nonperformance by Lender of its obligations under this Agreement.