Common use of Cash Management Agreement Clause in Contracts

Cash Management Agreement. On or prior to the Closing Date, Borrower, Lender and Agent shall enter into the Cash Management Agreement for the operation of the Lockbox Account and the accounts for the Reserve Funds, which Cash Management Agreement shall, among other things, provide that (i) the Tenants shall deposit all Rents from the Property directly into the Lockbox Account and (ii) in the event that (a) a Lockbox Cash Flow Sweep Period is in effect or (b) an Anchor Tenant Event has occurred and funds are required to be deposited into the Leasing Reserve Account pursuant to Section 9.3 hereof, all amounts in the Lockbox Account shall be applied by Lender in accordance with the Cash Management Agreement including, without limitation, funds sufficient to pay all costs and expenses, calculated on a cash basis, (including, if necessary to pay Extraordinary Expenses, funds from the Excess Cash Reserve Account) required to be paid during such month by or on behalf of Borrower in connection with the ownership and operation of the Property in accordance with the Annual Budget shall be deposited in the an account with Lender (the "OPERATING EXPENSE ACCOUNT"; all funds in the Operating Expense Account shall hereinafter be referred to as the "OPERATING EXPENSE ACCOUNT FUNDS"), which funds shall be, provided that no Event of Default has occurred and is continuing, disbursed by Lender to Borrower after Borrower's prior written request therefor for the payment of costs and expenses incurred in connection with the operation of the Property in accordance with the approved Annual Budget and/or Extraordinary Expenses.

Cash Management Agreement. On (a) If (i) an Event of Default exists or (ii) the Project fails to maintain the Cash Sweep Interest Coverage Ratio or the Cash Sweep Debt Yield for three (3) consecutive calendar months (each, a “Cash Sweep Trigger”), Agent shall send a Redirection Notice, which shall cause Agent to have full control of the Operating Account until a Cash Sweep Cure Event. Upon issuing a Redirection Notice, Agent shall cause Depositary Bank to sweep funds from the Operating Account to (x) prior to the Closing Dateexecution of the Cash Management Agreement, Borroweran account designated by Agent in its sole discretion and (y) after the execution of the Cash Management Agreement, Lender the Cash Management Account (as defined in the Cash Management Agreement) and in either case, Agent shall release or cause the release of such funds as specified in the Cash Management Agreement or, if the Cash Management Agreement has not yet been executed, as contemplated by the form of Cash Management Agreement. Borrower shall enter into the Cash Management Agreement within ten (10) Business Days after the occurrence of an Event of Default or a Cash Sweep Trigger, whichever first occurs. (b) If at any time (and from time to time) the Cash Sweep Interest Coverage Ratio or the Cash Sweep Debt Yield is not attained, then Borrower may, at Borrower’s sole election and in order to prevent delivery of a Redirection Notice (x) deliver to Agent a Financial Covenant L/C, (y) deposit with Agent a cash reserve or (z) prepay the Loan in accordance with Section 2.3(d) (provided, however, that Spread Maintenance shall not apply to any such prepayment), in each case in such amount as, when deducted from the Principal Balance of the Loan, would result in the Cash Sweep Debt Yield and/or Cash Sweep Interest Coverage Ratio being attained. Any Financial Covenant L/C or cash deposit made by Borrower to satisfy the Cash Sweep Debt Yield and/or Cash Sweep Interest Coverage Ratio requirements of this Agreement shall be held by Agent as additional security for the operation Obligations until such time as a Cash Sweep Cure Event occurs. After the occurrence and during the continuance of an Event of Default, in addition to all other remedies provided to Agent as set forth in this Agreement, Agent for the benefit of the Lockbox Account and the accounts for the Reserve FundsBanks shall be entitled, which Cash Management Agreement shallwithout notice to Borrower, among other things, provide that to (i) draw upon any Financial Covenant L/C and to apply the Tenants shall deposit all Rents from the Property directly into the Lockbox Account and (ii) in the event that (a) a Lockbox Cash Flow Sweep Period is in effect or (b) an Anchor Tenant Event has occurred and funds are required proceeds to be deposited into the Leasing Reserve Account pursuant to Section 9.3 hereof, all amounts in the Lockbox Account shall be applied by Lender in accordance with the Cash Management Agreement including, without limitation, funds sufficient to pay all costs and expenses, calculated on a cash basis, (including, if necessary to pay Extraordinary Expenses, funds from the Excess Cash Reserve Account) required to be paid during such month by or on behalf of Borrower in connection with the ownership and operation of the Property in accordance with the Annual Budget shall be deposited in the an account with Lender (the "OPERATING EXPENSE ACCOUNT"; all funds in the Operating Expense Account shall hereinafter be referred to as the "OPERATING EXPENSE ACCOUNT FUNDS"), which funds shall be, provided that no Event of Default has occurred and is continuing, disbursed by Lender to Borrower after Borrower's prior written request therefor for the payment of costs and expenses incurred in connection with the operation of the Property in accordance with the approved Annual Budget and/or Extraordinary Expenses.the

Cash Management Agreement. On (a) Within thirty (30) days from receipt of written notice from Lender that a Cash Trap Event Period has commenced, Borrower shall (i) enter into a deposit account agreement (the “Deposit Account Control Agreement”) with Lender and Xxxxx Fargo or prior such other bank selected by Borrower and reasonably approved by Lender (“Bank”) in form and substance reasonably satisfactory to Lender that provides, among other things, that an account to which Borrower has no access (the “Deposit Account”) shall be maintained by Bank in the name of Borrower for the benefit of Lender and that all funds in the Deposit Account (subject to any applicable minimum balance requirement) shall be transferred on a periodic basis by Bank (x) so long as no Cash Trap Event Period is then continuing, to an account designated by Borrower in writing or (y) during the continuation of a Cash Trap Event Period, to the Closing DateCash Management Account, Borrower, Lender and Agent shall (ii) enter into the Cash Management Agreement for Agreement, with such changes thereto as may be acceptable to Lender in its reasonable discretion and (iii) provide such other certificates, opinions, documents and instruments as Lender may reasonably request to grant to Lender a security interest in the operation of the Lockbox Deposit Account and the accounts for the Reserve Funds, which Cash Management Account and to otherwise establish the cash management system required pursuant to the terms of this Agreement. Upon the execution of the Deposit Account Control Agreement and the Cash Management Agreement, such documents shall thereafter be considered “Loan Documents” for all purposes under the Loan Documents. (b) From and after the commencement of a Cash Trap Event Period, Borrower and Manager shall cause all Rents to be deposited directly into the Deposit Account. Without limitation of the foregoing, simultaneously with the execution of the Deposit Account Control Agreement, Borrower shall execute and deliver to Lender an instruction letter substantially in the form shown on this Exhibit B (a “Tenant Direction Letter”) for each Tenant, notifying and advising such Tenant (whether such Tenant’s Lease is presently effective or executed after the date hereof) to send directly to the Deposit Account all payments of Rent. Borrower hereby authorizes Lender to deliver the Tenant Direction Letters to the Tenants upon the execution of the Deposit Account Control Agreement and the Cash Management Agreement. Borrower further agrees to promptly execute and deliver to Lender (or, if requested by Lender after the execution of the Deposit Account Control Agreement and the Cash Management Agreement, deliver directly to the applicable Tenants) additional Tenant Direction Letters for Tenants entering into Leases with Borrower after the date hereof and any replacement Tenant Direction Letters that Lender may request from time to time. (c) Upon the occurrence and during the continuance of a Cash Trap Event Period, Lender or Servicer, on behalf of Lender, shall, among on each Monthly Payment Date and provided no Event of Default has occurred and is continuing withdraw all funds, if any, on deposit in the Cash Management Account (other things, provide that than any required minimum account balance) and disburse such funds in the following order of priority: (i) First, the Tenants shall deposit all Rents from the Property directly into the Lockbox Account and (ii) in the event that (a) a Lockbox Cash Flow Sweep Period is in effect or (b) an Anchor Tenant Event has occurred and funds are monthly amount required to be deposited into the Leasing Reserve Account pursuant to Section 9.3 hereof, all amounts in this Agreement for the Lockbox Account payment of Taxes shall be applied by Lender deposited in accordance with a subaccount designated for holding such funds; (ii) Second, the Cash Management monthly amount, if any, required to be deposited pursuant to this Agreement including, without limitationfor the payment of Insurance Premiums shall be deposited in a subaccount designated for holding such funds; (iii) Third, funds sufficient to pay all costs any interest accruing at the Default Rate and expenses, calculated on a cash basis, (includinglate payment charges, if necessary to pay Extraordinary Expensesany, funds from the Excess Cash Reserve Account) required to be paid during such month by or on behalf of Borrower in connection with the ownership and operation of the Property in accordance with the Annual Budget shall be deposited in a subaccount designated for holding such funds; (iv) Fourth, funds sufficient to pay the an account Debt Service due on such Monthly Payment Date shall be deposited in a subaccount designated for holding such funds; (v) Fifth, funds sufficient to pay, to the extent required by this Agreement, the Replacement Reserve Monthly Deposit shall be deposited in a subaccount designated for holding such funds; (vi) Sixth, funds sufficient to pay, to the extent required by this Agreement, the Leasing Reserve Monthly Deposit shall be deposited in a subaccount designated for holding such funds; (vii) Seventh, funds sufficient to pay, to the extent required by this Agreement, the Major Tenant TI/LC Reserve Monthly Deposit shall be deposited in a subaccount designated for holding such funds; (viii) Eighth, funds sufficient to pay any other amounts then due and payable under the Loan Documents (without duplication of other amounts payable pursuant to the above subsections), if any, shall be deposited with Lender or as directed by Lender; (ix) Ninth, funds sufficient to pay the "OPERATING EXPENSE ACCOUNT"Monthly Operating Expense Amount shall be disbursed to Borrower; and (x) Tenth, all funds amounts remaining in the Operating Expense Cash Management Account after deposits for items (i) through (ix) above shall hereinafter be referred to as the "OPERATING EXPENSE ACCOUNT FUNDS"deposited into a subaccount designated for holding such funds (“Excess Cash Flow Account”), which funds shall be, ; provided that Lender shall be entitled to retain any minimum account balance in the Cash Management Account at all times. Provided no Event of Default has occurred and is continuing, disbursed if so requested by Borrower, Lender shall disburse funds from the Excess Cash Flow Account to Borrower after Borrower's prior written request therefor for the payment of (i) tenant improvement and leasing commission costs and expenses incurred in connection with the operation of at the Property pursuant to the terms and conditions of Section 8.5(b) hereof as if the same were Leasing Reserve Funds or (ii) Replacements pursuant to the terms and conditions of Sections 8.4(b) through 8.4(e) hereof as if the same were Replacement Reserve Funds. After the termination of a Cash Trap Event Period, so long as no other Cash Trap Event Period commences and is then continuing, Lender shall (i) direct Bank to transfer funds on deposit in the Deposit Account to an account designated by Borrower on a periodic basis and (ii) transfer all funds on deposit in the Excess Cash Flow Account to Borrower. (d) If Borrower fails to provide a fully-executed Deposit Account Control Agreement and a fully-executed Cash Management Agreement in accordance with Section 9.1 hereof within thirty (30) days from receipt of the approved Annual Budget and/or Extraordinary ExpensesInitial Cash Management Notice, and such failure continues for an additional thirty (30) days after Borrower’s receipt of an additional written notice from Lender notifying Borrower that it has failed to comply with the Initial Cash Management Notice, it shall be, at Lender’s option, an immediate Event of Default hereunder. (e) For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

Cash Management Agreement. On or prior If a Cash Management Period shall have commenced, then within 30 days after written notice from Beneficiary, (i) Trustor shall execute and deliver the Cash Management Agreement, and (ii) Trustor shall do all things required by Beneficiary in its sole and absolute discretion to implement the cash management system contemplated in the Cash Management Agreement, including that within said 30-day period after such notice Trustor shall cause the lock box to be set up and the collection and cash management bank accounts required in connection with the cash management system to be opened with banks satisfactory to Beneficiary, and shall execute and deliver such agreements as shall be required by the applicable banks, and shall execute and shall deliver to the Closing Datetenant under each Lease a written direction to pay its Rent directly to such account as shall be designated by Beneficiary. The Cash Management Agreement shall remain in effect at all times after its execution and delivery until it shall terminate in accordance with its express terms. The Cash Management Agreement shall constitute a “Loan Document.” From and after such time as Trustor is required to execute and deliver the Cash Management Agreement, Borrower, Lender and Agent if any conflict shall enter into exist between the Cash Management Agreement for the operation and any provision of the Lockbox Account and the accounts for the Reserve Fundsthis Deed of Trust, which Cash Management Agreement shall, among other things, provide that (i) the Tenants shall deposit all Rents from the Property directly into the Lockbox Account and (ii) in the event that (a) a Lockbox Cash Flow Sweep Period is in effect or (b) an Anchor Tenant Event has occurred and funds are required to be deposited into the Leasing Reserve Account pursuant to Section 9.3 hereof, all amounts in the Lockbox Account shall be applied by Lender in accordance with the Cash Management Agreement includingshall control. Trustor stipulates and agrees that the sole and absolute discretion of Beneficiary is the bargained-for appropriate standard for determinations under the definition of Cash Management Agreement and under this Subsection 2.10(b). Trustor could have avoided the uncertainty and the possibility of having unattractive obligations that may be the consequence of agreeing to such standard, without limitation, funds sufficient in that Trustor has been given the opportunity to pay all costs review and expenses, calculated on a cash basis, (including, if necessary to pay Extraordinary Expenses, funds from negotiate the Excess form of Cash Reserve Account) required to be paid during such month by or on behalf of Borrower in connection with Management Agreement and the ownership and operation specifics of the Property in accordance with requirements to implement the Annual Budget shall be deposited in the an account with Lender (the "OPERATING EXPENSE ACCOUNT"; all funds in the Operating Expense Account shall hereinafter be referred cash management system thereunder prior to as the "OPERATING EXPENSE ACCOUNT FUNDS"), which funds shall be, provided that no Event of Default has occurred and is continuing, disbursed by Lender to Borrower after Borrower's prior written request therefor for the payment of costs and expenses incurred in connection with the operation funding of the Property in accordance Loan, and Trustor has elected not to incur the time and expense of such review and negotiations. Trustor is satisfied with such choice and its consequences. Trustor has informed Beneficiary that it has not reviewed the approved Annual Budget and/or Extraordinary Expenses.document attached hereto as Exhibit C.