Common use of Cash Management Accounts Clause in Contracts

Cash Management Accounts. (a) On or prior to the Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank (i) a cash management account into which income from the Properties will be deposited (the “Presidents Cash Management Account”) and (ii) a cash management account into which RKB Excess Cash Flow will be deposited when required to be so deposited pursuant to this Agreement (the “RKB Cash Management Account”). As a condition precedent to the closing of the Loan, Borrower shall cause the Cash Management Bank to execute and deliver a separate Cash Management Agreement in respect of each of the Presidents Cash Management Account (“Presidents Cash Management Agreement”) and the RKB Cash Management Account (“RKB Cash Management Agreement”), each of which provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from the Presidents Cash Management Account or the RKB Cash Management Account, as the case may be. The fees and expenses of the Cash Management Bank shall be paid by Borrower. At such time that the Junior Indebtedness is reduced to zero, the RKB Cash Management Agreement shall terminate and there shall be no further requirement to maintain the RKB Cash Management Account or to make any deposit to such account. (b) In connection with the establishment of the Presidents Cash Management Account and the RKB Cash Management Account: (i) Within five Business Days following the Closing Date, Borrower shall deliver to each Tenant in the Properties a written notice (a “Tenant Notice”) in the form of Exhibit A instructing that (x) all payments under the Leases shall thereafter be transmitted by them directly to, and deposited directly into, the Presidents Cash Management Account and (y) such instruction may not be rescinded unless and until such Tenant receives from Borrower or Lender a copy of Lender’s written consent to such rescission.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 covenants to 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 in escrow accounts) to be deposited in the Presidents Cash Management Account by the end of the first Business Day following Borrower’s or the Approved Property Manager’s receipt thereof; and Borrower shall be permitted to deposit in the Presidents Cash Management Account such additional amounts as Borrower may elect; and (ii) Prior to the Closing Date, Borrower shall deliver to Lender a written acknowledgment from each RKB Subsidiary (a “Distribution Acknowledgment”) in the form of Exhibit F agreeing and acknowledging that prior to such time that the Junior Indebtedness has been reduced to zero, (x) to the extent any RKB Subsidiary shall make a distribution of RKB Excess Cash Flow, such distribution shall be directly deposited into the RKB Cash Management Account; (y) during the continuance of an Event of Default, at the request of Lender, each RKB Subsidiary shall distribute all available RKB Excess Cash Flow, after payment of property-related expenses approved by Lender (pursuant to an approved budget or otherwise), directly into the RKB Cash Management Account to the extent such distribution is not prohibited under the applicable RKB Subsidiary Loan Documents; and (z) each RKB Subsidiary shall continue to distribute RKB Excess Cash Flow in accordance with the Distribution Acknowledgment until such time as it shall receive from Borrower or Lender a copy of Lender’s written confirmation that such instructions have been rescinded. (c) Lender shall have the right to replace the Cash Management Bank with any other financial institution reasonably satisfactory to Borrower in which Eligible Accounts may be maintained which will promptly execute and deliver to Lender a Cash Management Agreement in respect of each of the Presidents Cash Management Account and the RKB Cash Management Account (and Borrower shall cooperate with Lender in connection with such transfer) in the event that (i) at any time the Cash Management Bank ceases to be an Eligible Institution (unless the Collateral Accounts are maintained as segregated trust accounts in accordance with clause (ii) of the definition of Eligible Accounts), or (ii) the Cash Management Bank fails to comply with the Presidents Cash Management Agreement or the RKB Cash Management Agreement.

Cash Management Accounts. (a) On or prior to the Closing Date, Borrower shall establish has established and thereafter will maintain with the Cash Management Bank (i) a cash management account into which income from the Properties will be deposited segregated Eligible Account (the “Presidents Borrower Cash Management Account”) to be held by Agent in trust and for the benefit of Lender, which Borrower Cash Management Account shall be under the sole dominion and control of Lender. On or before the Operating Lease Effective Date, Operating Lessee will establish (iiand will thereafter maintain) a cash management account into which RKB Excess Cash Flow will be deposited when required to be so deposited pursuant to this Agreement segregated Eligible Account (the “RKB Operating Lessee Cash Management Account”). As a condition precedent to the closing of the Loan, Borrower shall cause the Cash Management Bank to execute and deliver a separate Cash Management Agreement in respect of ; each of the Presidents Borrower Cash Management Account (and the Operating Lessee Cash Management Account is sometimes referred to herein as a “Presidents Cash Management Account” and, collectively, as the “Cash Management Accounts”) to be held by Agent in trust and for the benefit of Lender, which Operating Lessee Cash Management Account shall be under the sole dominion and control of Lender. Each Cash Management Account shall be entitled as set forth in the applicable Cash Management Agreement”) . Each of Borrower and Operating Lessee hereby grants to Lender a first priority security interest in the RKB applicable Cash Management Account (“RKB and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in such Cash Management Agreement”)Account, each including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Neither Borrower nor Operating Lessee will in any way alter or modify the applicable Cash Management Account, and Borrower and Operating Lessee (as applicable) will notify Lender of which provides, inter alia, that no party other than the account number thereof. Lender and Servicer shall have the sole right to withdraw funds make withdrawals from the Presidents each Cash Management Account or the RKB and all costs and expenses for establishing and maintaining each such Cash Management Account, as the case may be. The fees and expenses of the Cash Management Bank Account shall be paid by Borrower. At such time that the Junior Indebtedness is reduced to zero, the RKB Cash Management Agreement shall terminate and there shall be no further requirement to maintain the RKB Cash Management Account or to make any deposit to such account. (b) In connection with the establishment The insufficiency of the Presidents funds on deposit in either Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the RKB Cash Management Account:other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (ic) Within five Business Days following the Closing Date, Borrower shall deliver to All funds on deposit in each Tenant in the Properties a written notice (a “Tenant Notice”) in the form of Exhibit A instructing that (x) all payments under the Leases shall thereafter be transmitted by them directly to, and deposited directly into, the Presidents Cash Management Account following the occurrence and (y) 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 covenants to 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 in escrow accounts) to be deposited in the Presidents Cash Management Account by the end of the first Business Day following Borrower’s or the Approved Property Manager’s receipt thereof; and Borrower shall be permitted to deposit in the Presidents Cash Management Account such additional amounts as Borrower may elect; and (ii) Prior to the Closing Date, Borrower shall deliver to Lender a written acknowledgment from each RKB Subsidiary (a “Distribution Acknowledgment”) in the form of Exhibit F agreeing and acknowledging that prior to such time that the Junior Indebtedness has been reduced to zero, (x) to the extent any RKB Subsidiary shall make a distribution of RKB Excess Cash Flow, such distribution shall be directly deposited into the RKB Cash Management Account; (y) during the continuance of an Event of Default may be applied by Lender pursuant to the terms of any Loan Document in such order and priority as Lender shall determine, subject to the terms of Sections 2.6.2(e) and 7.10 of this Agreement and subject to payment of Priority Waterfall Payments. (d) Borrower hereby agrees that Lender may modify either Cash Management Agreement (or both such Cash Management Agreements) for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide prior written notice thereof to Borrower and Operating Lessee no less than five (5) Business Days prior to such modification. (e) Notwithstanding anything contained herein or in the other Loan Documents to the contrary, Lender agrees that, notwithstanding the existence of an Event of Default, Lender shall at all times (i) instruct Property Bank to transfer to each Operating Account (other than reasonable fees of the request Property Bank as more particularly described in the applicable Property Account Agreement) in immediately available funds by federal wire transfer or ACH transfer all amounts on deposit in such Property Account (except for a reasonable peg balance established under the Property Account Agreement) not less than once every Business Day, (ii) intentionally omitted, (iii) instruct Operating Account Bank to (A) permit Manager, or prior to an R&A Manager Event, R&A Sub-Manager (without further notice or direction required from Lender) to access and draw upon the applicable Operating Account for the payment of LenderManager Required Payments and to maintain amounts in each such Operating Account equal to the then applicable Working Capital Peg Balance, (B) disburse funds from (1) prior to the consummation of the Restructuring, the Borrower Operating Account, and (2) from and after the consummation of the Restructuring, the Operating Lessee Operating Account to the FF&E Account in the amount of the Replacement Reserve Monthly Deposit, (C) intentionally omitted, and (D) transfer to each RKB Subsidiary shall distribute Cash Management Account, on each Payment Date, all available RKB Excess amounts on deposit in either Operating Account that is not otherwise disbursed in accordance with the foregoing clauses (A) through (C) and (iv) during a Cash FlowTrap Period, instruct Agent to apply amounts on deposit in the Cash Management Accounts to payment of the Priority Waterfall Payments (but without duplication of any such payments). During a Cash Trap Period, any amounts remaining in each Cash Management Account after payment of property-related expenses approved the Priority Waterfall Payments shall be deposited in the corresponding Excess Cash Flow Reserve Account on each Payment Date and applied in accordance with Section 7.5 hereof. Notwithstanding the existence of an Event of Default or any remedies that are undertaken by Lender in connection with an Event of Default (pursuant to an approved budget or otherwiseincluding any foreclosure action), directly into Lender shall not have any right to apply any funds on deposit in either Operating Account to the RKB Debt (or direct the Operating Account Bank to deliver any such funds to Lender, including any transfer of the same to the applicable Cash Management Account, other than as expressly provided in this Agreement), provided that the foregoing shall not otherwise affect Lender’s right to apply funds that are properly transferred to either Cash Management Account to the extent such distribution is not prohibited under the applicable RKB Subsidiary Loan Documents; and (z) each RKB Subsidiary shall continue to distribute RKB Excess Cash Flow Debt in accordance with Section 2.6.1(h). If no Debt Yield Trigger Period is then continuing, all amounts on deposit in (A) the Distribution Acknowledgment until such time as it shall receive from Borrower or Lender a copy of Lender’s written confirmation that such instructions have been rescinded. (c) Lender shall have the right to replace the Cash Management Bank with any other financial institution reasonably satisfactory to Borrower in which Eligible Accounts may be maintained which will promptly execute and deliver to Lender a Cash Management Agreement in respect of each of the Presidents Cash Management Account shall be disbursed to Borrower and (B) the RKB Operating Lessee Cash Management Account (and Borrower shall cooperate with Lender be disbursed to Operating Lessee, in connection with such transfer) in each case, on the event that (i) at any time Business Day immediately following the Cash Management Bank ceases to be an Eligible Institution (unless the Collateral Accounts are maintained as segregated trust accounts in accordance with clause (ii) of the definition of Eligible Accounts), or (ii) the Cash Management Bank fails to comply with the Presidents Cash Management Agreement or the RKB Cash Management Agreementdeposit thereof.

Cash Management Accounts. Borrower hereby represents and warrants to Lender that: (a) On or The Cash Management Agreement and this Agreement create (and, upon the execution of the Operating Lessee Cash Management Agreement, such Operating Lessee Cash Management Agreement and this Agreement will create) a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the applicable Cash Management Account in favor of Lender, which security interest is prior to the Closing Dateall other Liens, other than Permitted Encumbrances, and is (or will be, as applicable) enforceable as such against creditors of and purchasers from Borrower shall establish and thereafter maintain or Operating Lessee (as applicable). Other than in connection with the Cash Management Bank (i) a cash management account into which income from Loan Documents and except for Permitted Encumbrances, neither Borrower nor Operating Lessee has sold, pledged, transferred or otherwise conveyed the Properties will be deposited (the “Presidents applicable Cash Management Account”) and (ii) a cash management account into which RKB Excess Cash Flow will be deposited when required to be so deposited pursuant to this Agreement (the “RKB Cash Management Account”). As a condition precedent to the closing of the Loan, Borrower shall cause the Cash Management Bank to execute and deliver a separate Cash Management Agreement in respect of each of the Presidents Cash Management Account (“Presidents Cash Management Agreement”) and the RKB Cash Management Account (“RKB Cash Management Agreement”), each of which provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from the Presidents Cash Management Account or the RKB Cash Management Account, as the case may be. The fees and expenses of the Cash Management Bank shall be paid by Borrower. At such time that the Junior Indebtedness is reduced to zero, the RKB Cash Management Agreement shall terminate and there shall be no further requirement to maintain the RKB Cash Management Account or to make any deposit to such account.; (b) In connection with The Borrower Cash Management Account constitutes (and, upon the establishment thereof, the Operating Lessee Cash Management Account will constitute) a “deposit account” and/or “securities account” within the meaning of the Presidents Uniform Commercial Code of the State of New York; (c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower or Operating Lessee, directing disposition of each Cash Management Account and the RKB Cash Management Account: (i) Within five Business Days following the Closing Dateall sums at any time held, Borrower shall deliver to each Tenant in the Properties a written notice (a “Tenant Notice”) in the form of Exhibit A instructing that (x) all payments under the Leases shall thereafter be transmitted by them directly todeposited or invested therein, together with any interest or other earnings thereon, and deposited directly intoall proceeds thereof (including proceeds of sales and other dispositions), the Presidents Cash Management Account and (y) such instruction may not be rescinded unless and until such Tenant receives from Borrower whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents 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 covenants to 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 in escrow accounts) to be deposited in the Presidents Cash Management Account by the end of the first Business Day following Borrower’s or the Approved Property Manager’s receipt thereof; and Borrower shall be permitted to deposit in the Presidents Cash Management Account such additional amounts as Borrower may electsecurities; and (iid) Prior to The Borrower Cash Management Account is not (and, upon the Closing Dateestablishment thereof, Borrower shall deliver to Lender a written acknowledgment from each RKB Subsidiary (a “Distribution Acknowledgment”the Operating Lessee Cash Management Account will not be) in the form name of Exhibit F agreeing and acknowledging that prior to such time that the Junior Indebtedness has been reduced to zeroany Person other than Borrower or Operating Lessee (as applicable), (x) to the extent any RKB Subsidiary shall make a distribution of RKB Excess Cash Flowas pledgor, such distribution shall be directly deposited into the RKB Cash Management Account; (y) during the continuance of an Event of Default, at the request of or Lender, each RKB Subsidiary shall distribute all available RKB Excess Cash Flow, after payment of property-related expenses approved by Lender (pursuant as pledgee. Neither Borrower nor Operating Lessee has consented to an approved budget or otherwise), directly into the RKB Agent complying with instructions with respect to either Cash Management Account to the extent such distribution is not prohibited under the applicable RKB Subsidiary Loan Documents; and (z) each RKB Subsidiary shall continue to distribute RKB Excess Cash Flow in accordance with the Distribution Acknowledgment until such time as it shall receive from Borrower or Lender a copy of any Person other than Lender’s written confirmation that such instructions have been rescinded. (c) Lender shall have the right to replace the Cash Management Bank with any other financial institution reasonably satisfactory to Borrower in which Eligible Accounts may be maintained which will promptly execute and deliver to Lender a Cash Management Agreement in respect of each of the Presidents Cash Management Account and the RKB Cash Management Account (and Borrower shall cooperate with Lender in connection with such transfer) in the event that (i) at any time the Cash Management Bank ceases to be an Eligible Institution (unless the Collateral Accounts are maintained as segregated trust accounts in accordance with clause (ii) of the definition of Eligible Accounts), or (ii) the Cash Management Bank fails to comply with the Presidents Cash Management Agreement or the RKB Cash Management Agreement.

Cash Management Accounts. (a) On or prior Each Borrower shall cause all Space Lease Rents and all other revenue, income and other profits (other than Lease Termination Payments which are required to be deposited into the Lease Termination Account pursuant to Section 2.21 hereof) arising from the Borrowing Base Properties to be paid and deposited into their respective Operating Accounts immediately upon receipt except to the Closing Dateextent otherwise provided herein or in any other Financing Document. Each Borrower hereby grants to Agent and the Lenders a security interest in all of its right, title and interest in and to its Operating Account and all other accounts opened or maintained by such Borrower in connection with the ownership, operation and leasing of the Borrowing Base Properties (collectively, but not including any Tenant Security Accounts, the Lease Termination Account, the Additional Collateral Account or the Guaranty Collateral Account, the “Cash Management Accounts”) and all sums on deposit therein as additional security for the Obligations and all other obligations of the Credit Parties under the Financing Documents. (i) Provided that no Event of Default has occurred and is continuing, and subject to the other limitations on withdrawals and uses of revenue set forth herein and in the other Financing Documents, and the other terms and provisions of the Financing Documents with respect to insurance proceeds and other particular sums, each Borrower may make withdrawals from its Cash Management Accounts (x) to pay reasonable and necessary expenditures relating to the Borrowing Base Properties in the ordinary course of business, including property management fees paid to Manager pursuant to the applicable Management Agreement, (y) to pay the Obligations or other obligations arising from Permitted Indebtedness, and (z) to make Restricted Payments not prohibited pursuant to Section 6.05 hereof. After the occurrence and during the continuation of an Event of Default, and upon notice from Agent, no Borrower shall establish have any right, and thereafter maintain the Credit Parties covenant that they shall not and shall not permit the other Credit Parties to withdraw any amounts from any Cash Management Account, except as may otherwise be approved by Agent or as otherwise permitted by any other Financing Document. (ii) Following the occurrence and during the continuation of an Event of Default, Agent shall have the rights and remedies with respect to the Cash Management Bank Accounts specified in this Agreement, the Account Agreements or in any other Financing Document, at law or equity. (ic) a cash management account into which income from On the Properties will be deposited (Effective Date, Borrowers shall deliver to Agent Account Agreements with respect to the “Presidents Cash Management Account”) and (ii) Accounts applicable to the Initial Borrowing Base Properties other than the Identified Investment Accounts. Thereafter, as a cash management account into which RKB Excess Cash Flow will be deposited when required condition to be so deposited the addition of any Property as a Borrowing Base Property pursuant to this Section 4.03 hereof, the applicable Borrower shall deliver to Agent an Account Agreement (with respect to the “RKB Cash Management Accounts relating to such Property (other than any investment account which Agent agrees shall become an “Identified Investment Account”). As a condition precedent to the closing of the Loan, No Borrower shall cause the close any Cash Management Bank to execute Account without obtaining the prior consent of Agent and deliver a separate Cash Management Agreement in respect of each of the Presidents shall not open any new Cash Management Account (“Presidents Cash Management Agreement”i) without at least ten (10) days’ prior notice to Agent, (ii) unless the bank or other financial institution at which such account is opened and maintained is reasonably acceptable to Agent and (iii) unless, prior to or concurrently with the RKB Cash Management Account (“RKB Cash Management Agreement”), each opening of which provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from the Presidents Cash Management Account or the RKB such new Cash Management Account, as the case may besuch Borrower delivers to Agent an Account Agreement with respect thereto. The Borrowers shall pay all fees and expenses costs with respect to such Account Agreements for their Cash Management Accounts. Neither Agent nor the Lenders shall be liable for any loss of interest on or any penalty or charge assessed against the funds in, payable on, or credited to any Cash Management Account as a result of the exercise by Agent of any of its rights, remedies or obligations hereunder or under any other Financing Document, at law or equity. Any interest earned on the balance of each Cash Management Account shall be deposited into such account and be applied or withdrawn with the balance of such account in accordance with this Section 2.17. Agent shall have sole control over the Cash Management Bank shall be paid by Borrower. At such time Accounts; provided that the Junior Indebtedness is reduced to zero, the RKB Cash Management Agreement shall terminate and there shall be no further requirement to maintain the RKB Cash Management Account or to make any deposit to such account. (b) In connection with the establishment of the Presidents Cash Management Account and the RKB Cash Management Account: (i) Within five Business Days following the Closing Date, Borrower shall deliver to each Tenant in the Properties a written notice (a “Tenant Notice”) in the form of Exhibit A instructing that (x) all payments under the Leases shall thereafter be transmitted by them directly to, and deposited directly into, the Presidents Cash Management Account and (y) 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 covenants to 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 in escrow accounts) to be deposited in the Presidents Cash Management Account by the end of the first Business Day following Borrower’s or the Approved Property Manager’s receipt thereof; and Borrower shall be permitted to deposit in the Presidents manage and withdraw funds from its Cash Management Account such additional amounts as Borrower may elect; and (ii) Prior to the Closing Date, Borrower shall deliver to Lender a written acknowledgment from each RKB Subsidiary (a “Distribution Acknowledgment”) in the form of Exhibit F agreeing and acknowledging that prior to such time that the Junior Indebtedness has been reduced to zero, (x) Accounts to the extent any RKB Subsidiary shall make a distribution provided herein until the occurrence and during the continuance of RKB Excess Cash Flow, such distribution shall be directly deposited into an Event of Default. (d) Upon the RKB Cash Management Account; (y) occurrence and during the continuance of an Event of Default, the rights of Borrowers and each and every other Person (excluding Agent and the applicable depositary bank, subject to any control agreement or other agreement between Agent and such depositary bank) with respect to the Cash Management Accounts shall immediately terminate upon notice to Borrowers and such depository bank, and no such Person except Agent shall make any further withdrawal therefrom, subject, however, to the right of Borrowers to cause withdrawals on account of Restricted Payments permitted to be made pursuant to Section 6.05 hereof at the request time of Lender, each RKB Subsidiary shall distribute all available RKB Excess Cash Flow, after payment an Event of property-related expenses approved by Lender (Default pursuant to an approved budget the terms set forth in Section 2.17(e) hereof. Thereafter, Agent may from time to time designate such signatories with respect to the Cash Management Accounts as Agent may desire, and may make or otherwise)authorize withdrawals from the Cash Management Accounts to pay the Obligations in whole or in part and/or pay operating expenses and capital expenditures with respect to the Borrowing Base Properties, directly into and/or any other expenses, all as Agent may deem necessary or appropriate and in such order as Agent may elect. Agent may notify the RKB financial institutions in which any Cash Management Account is held that the applicable Credit Party no longer has a right to instruct such financial institution with respect to matters relating to the extent withdrawal, operation or administration of, or investment or application of funds on deposit in such distribution is not prohibited under Cash Management Account. Without limiting the applicable RKB Subsidiary Loan Documents; foregoing, upon the occurrence and (z) each RKB Subsidiary shall continue to distribute RKB Excess Cash Flow in accordance with during the Distribution Acknowledgment until such time as it shall receive from Borrower or Lender a copy continuance of Lender’s written confirmation that such instructions have been rescinded. (c) Lender an Event of Default, Agent shall have the right to replace cause the Cash Management Bank with withdrawal of all funds on deposit in any other financial institution reasonably satisfactory to Borrower in which Eligible Accounts may be maintained which will promptly execute and deliver to Lender a Cash Management Agreement in respect of each of the Presidents Cash Management Account and the RKB deposit of such funds in an account established with Agent at any time following receipt by the financial institution in which such Cash Management Account (is held of a notice from Agent pursuant to the Account Agreement with respect to such Account stating that an Event of Default then exists, and each Borrower hereby authorizes and directs such financial institutions to make payment directly to Agent of the funds in or credited to such accounts, or such part thereof as Agent may request. Such financial institution shall cooperate with Lender have the absolute right to rely upon such notice without inquiring as to the accuracy of the matters referred to in connection with such transfer) notice and the depositories shall be fully protected by the applicable Borrower in relying upon such written notice from Agent. In the event that Agent delivers such a notice, Agent shall thereafter have the exclusive right to so instruct such financial institution. Nothing in this Section 2.17(d) shall be construed so as to limit or impair Agent’s absolute right to have a receiver appointed following an Event of Default. (e) At such times as an Event of Default shall have occurred and be continuing, Borrowers shall have the right from time to time to request Agent to permit withdrawals from Cash Management Accounts of sums to make Restricted Payments permitted to be made pursuant to Section 6.05 hereof at the time of an Event of Default. Any such request shall be accompanied by a certified statement by the Authorized Officer as to the amount of the requested withdrawal together with information in reasonable detail as to the basis for the amount of the requested withdrawal. In the event that Borrowers shall be entitled to such a withdrawal, Agent shall, to the extent sufficient funds shall then exist, promptly direct the applicable bank or financial institution holding such Cash Management Accounts to disburse such amounts to Borrowers. (f) Borrowers shall, within one (1) Business Day following Agent’s notice to Borrowers of the occurrence of an Event of Default, deposit into the Operating Account an amount equal to the greater of (i) at any time the Cash Management Bank ceases to be an Eligible Institution (unless aggregate amounts held in the Collateral Identified Investment Accounts are maintained as segregated trust accounts in accordance with clause (ii) of the definition day immediately preceding the date on which such Event of Eligible Accounts), Default shall have occurred or (ii) the Cash Management Bank fails aggregate amounts held in the Identified Investment Account as of the day that Borrowers shall be required to comply make such deposit into the Operating Account. During the existence of an Event of Default, Borrowers shall not make or permit any deposits to be made into, or any withdrawals from, any Identified Investment Account (other than withdrawals to be immediately deposited into the Operating Account in accordance with this Section 2.17(f)). Without limiting the Presidents Cash Management Agreement or foregoing, in the RKB Cash Management Agreementevent that amounts are deposited into any Identified Investment Account during the existence of an Event of Default with respect to which Borrowers have received such notice from Agent, Borrowers shall within one (1) Business Day after such deposit, cause such amount to be deposited into the Operating Account.