Common use of Cash Management Arrangements Clause in Contracts

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one three (13) Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at LenderBorrower’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower Borrowers shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account a trust account (the “Clearing Account”"CLEARING ACCOUNT") maintained by Borrower at a local bank selected by such Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”"CLEARING BANK") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower Borrowers or Manager shall be deposited into the Clearing Account within one (1) two Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”"DEPOSIT ACCOUNT") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “"Subaccounts”"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and no Borrower shall have no any right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents Gross Revenue to be transmitted directly by tenants non-residential Tenants of the Property into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for To the extent the Borrower receives notice from the Clearing Bank that it intends to terminate the Clearing Account Agreement, Borrower shall establish a new Clearing Account at an Eligible Institution reasonably approved by Lender and enter into a new clearing account agreement that is substantially similar to then-existing Clearing Account Agreement (with such purpose changes as are reasonably approved by Lender) on or prior to the date such then-existing Clearing Account Agreement is attached hereto as Schedule 1terminated. Without in any way limiting the foregoing, all Rents received by if Borrower or Manager receive any Gross Revenue from the Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Trigger Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account that are invested shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”). The Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. (a) All Rents will be transmitted directly into an account or accounts (the "Collection Account") maintained by Borrowers but controlled by Lender at Mercantile Safe Deposit and Trust Company or at such other bank or banks selected by Borrowers (the "Collection Account Bank"). Borrower will establish a separate "A" Account (the "A" Account) and "B" Account (the "B" Account) with the Collection Account Bank. Borrowers shall cause all Rents to be transmitted sent directly to the Collection Account Bank by tenants of (where practicable) for deposit into the Property into an Eligible Account (the “Clearing "A" Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents All other income or revenue received by Borrower Borrowers or Manager shall in connection with the Properties will be deposited into the Clearing "A" Account within one (1) Business Day after the date of receipt. Funds deposited into Until the Clearing occurrence of a Cash Trap Event, the Collection Account Bank shall be swept by the Clearing Bank transfer property receipts that are cleared on a daily basis into from the "A" Account to the "B" Account, which shall be an account not subject to any restrictions and under the sole control of Borrower’s operating account at . Following and during the Clearing Bank, unless continuance of a Cash Management Period is continuingTrap Event, in which event such funds shall be swept the Collection Account Bank will transfer property receipts that are cleared on a daily basis to the Cash Collateral Account Bank for deposit into an Eligible the Cash Collateral Account. The duties of the Collection Account at Bank and the Deposit application and disbursement of all funds deposited with the Collection Account Bank controlled shall be governed by Lender (the “Deposit Account”) terms of this Agreement and the Collection Account Agreement. Any amounts so deposited into the Cash Collateral Account shall be applied and disbursed in accordance with the terms and provisions of this Agreement and the Cash Collateral Account Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account a trust account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower Borrower, Manager or Sub-Manager shall be deposited into the Clearing Account within one (1) two Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are collectively referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall not have no any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one three (13) Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily weekly basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at LenderBorrower’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. The Underlying Loan Documents provide, or Borrower or Servicer (or Co-Lender Agent) has delivered a notice to the Underlying Borrower which provides, that Underlying Borrower shall pay all amounts payable under the Underlying Loan to an account of the Servicer. Borrower shall cause all Rents the Servicer to be transmitted directly by tenants of the Property enter into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described Servicer Notice and Agreement in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting Exhibit C, which provides, inter alia, that the foregoing, Servicer shall deposit all Rents received by Borrower or Manager shall be deposited into Available Income from the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis Asset into an Eligible Account at the Deposit Bank controlled by Lender account (the “Deposit Account”) maintained by Lender at DBTCA (in such capacity, or any successor depository bank appointed by Lender, the “Deposit Bank”), pursuant to that certain Deposit Account Agreement, dated as of the date hereof, among Borrower, Lender and the Deposit Bank (as amended, modified and/or restated from time to time, the “Deposit Account Agreement”), and to be applied and disbursed in accordance with this Loan Agreement and the Deposit Account Agreement. Funds If a Servicer forwards any Available Income with respect to the Asset to Borrower, Manager or any Affiliate thereof rather than directly to the Deposit Account, Borrower shall (i) redeliver an executed copy of the Servicer Notice and Agreement to the applicable Servicer, and make other commercially reasonable efforts to cause such Servicer to forward such amounts directly to the Deposit Account, (ii) hold such amounts in trust for the benefit of Lender and (iii) immediately deposit in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (any such subaccounts are referred to herein as “Subaccounts”)amounts. The Deposit Account and any Subaccount subaccount thereof will be under the sole dominion and control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents relating to its Property to be transmitted directly by tenants non-residential Tenants of the such Property into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution selected by Borrower and reasonably approved by Agent (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, with respect to all Rents Gross Revenues received by Borrower or Manager, including all Rents from residential Tenants of the Properties, (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Agent (on behalf of Lenders), (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall deposit or cause to be deposited into such amounts in the Clearing Account within one two (12) Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth and defined in the Cash Management Agreement. Lender will Agent may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”). The Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of LenderAgent, and Borrower shall not have no any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents deliver irrevocable written instructions to be transmitted directly by tenants each of the Property into an Eligible Account credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (provided that, absent manifest error, the “customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such company or bank, as the case may be), directing each such credit card company or credit card clearing bank to deliver all receipts payable to Borrower or to Manager on behalf of or for the account of Borrower, with respect to any the Properties directly to the applicable Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by if Borrower or Manager receives any Gross Revenue from the Properties or any other amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager, as applicable shall deposit such amounts in the applicable Property Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account on a weekly basis. Neither Borrower nor Managers, on behalf of Borrower, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day by the Clearing Account within one Banks into the Deposit Account, and on the second (12nd) Business Day of receipt. Funds deposited into prior to each Monthly Payment Date, all funds then remaining in the Clearing Account Accounts shall be swept by the Clearing Account Banks into the Deposit Account. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Each Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”). The Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor either Manager on behalf of Borrower shall have no any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accountsAccounts and all of the Borrower Accounts.

Cash Management Arrangements. Borrower shall shall, on or before May 15, 2007, cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager from and after the date hereof shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into the Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Each Borrower shall cause all Rents to be transmitted directly by tenants Operating Lessee and any other Tenants of the Property owned by such Borrower into an Eligible Account a trust account (each, a “Clearing Account” and collectively, the “Clearing AccountAccounts”) established and maintained by such Borrower at a local national bank selected by Borrower, which shall at all times be an Eligible Institution Borrowers and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for , and each Borrower shall cause all receipts payable with respect to the Property owned by such purpose is attached hereto as Schedule 1Borrower in accordance with any merchant’s or other credit card agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, to be transferred by wire transfer or the automated clearinghouse system directly into such Borrower’s Clearing Account. Without in any way limiting the foregoing, all Rents received by Borrower if any Borrower, Operating Lessee or any Manager receives any Gross Revenue from any Property, then (i) such amounts shall be deposited into deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee or any Manager, and (iii) such Borrower, Operating Lessee or such Manager, as the case may be, shall deposit such amounts in the applicable Clearing Account within one three (13) Business Day Days of receipt. There will be a separate Clearing Account for each Property established by the Borrower owning such Property, all of which will be maintained at the same Clearing Bank. Funds deposited into the Clearing Account Accounts shall be swept by the Clearing Bank on a daily basis the last Business Day of each week into Borrower’s operating account accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Cash Management Period is continuingSweep Event has occurred, in which event such funds shall be swept on a daily basis into an a single Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) accounts (such subaccounts are referred to herein as “SubaccountsAccounts”). The Clearing Accounts, the Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and Borrower none of any Borrower, Operating Lessee or any Manager shall have no any right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account (the “"Clearing Account”") established and maintained by Borrower and reasonably approved by Lender, at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “"Clearing Bank”") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by if Borrower or Manager receive any Rents, then (i) such amounts shall be deemed to be collateral for the Loan and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited deposit such amounts into the Clearing Account within one (1l) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s 's operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “"Deposit Account”") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “"Subaccounts”"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. (a) The Borrower shall cause (i) all Net Cash Flow to be transmitted directly by REMIC LLC and (ii) all Rents to be transmitted directly by non-residential tenants of the Property each Collateral Property, in each such case, into an Eligible Account a trust account (the “"Clearing Account”") maintained by the Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution the Borrower (the “a "Clearing Bank”") as more fully described in the Clearing Account Agreement among the Borrower, the Lender and the First Union Bank (the "Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1"). Without in any way limiting the foregoing, all Net Cash Flow and all Rents received by the Borrower or the Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into the Borrower’s 's operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by the Lender (the “"Deposit Account”") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at the Lender’s 's discretion only in Permitted Investments. The Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “"Subaccounts”"). At all times other than during the continuance of a Cash Management Period, the Lender may, in its discretion, elect to maintain the deposits and reserves required under this Agreement in an Eligible Account at a bank or other depository selected by the Lender other than the Deposit Bank in which case, all references to the Deposit Account and any Subaccounts hereunder shall be deemed to include such Eligible Account and the subaccounts of any such Eligible Account and all funds in such Eligible Account shall be invested at the Lender's discretion only in Permitted Investments. The Deposit Account and any Subaccount will be under the sole control and dominion of the Lender, and the Borrower shall have no right of withdrawal therefrom. The Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents and other income to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) established and maintained by Borrower at a local bank selected (and reasonably approved by BorrowerLender) with PNC Bank, National Association, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1Cash Management Agreement (the “Deposit Bank”). Without in any way limiting the foregoing, all if Borrower or Manager receive any Rents received by or other income, then (i) such amounts shall be deemed to be collateral for the Loan and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited deposit such amounts into the Clearing Cash Management Account within one (1) Business Day of receipt. Funds deposited into the Clearing Cash Management Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bankdesignated by Borrower to Lender, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible remain in the Cash Management Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this the Cash Management Agreement. Funds in the Deposit Cash Management Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Cash Management Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts. From and after the date hereof, any and all references in this Agreement (including, without limitation, any references appearing in the definition of Cash Management Period) and any of the other Loan Documents to “Clearing Bank” and/or “Deposit Bank” shall be deemed and construed to mean PNC Bank, National Association, as the Deposit Bank.

Cash Management Arrangements. Within five (5) Business Days of the date hereof, Borrower shall cause all Rents deliver direction letters to be transmitted directly by the non-residential tenants of the Property directing such tenants to pay all Rents directly into an Eligible Account (the “"Clearing Account”") maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “"Clearing Bank”") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into the Borrower’s 's operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “"Deposit Account”") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “"Subaccounts”"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents Gross Revenues to be transmitted directly by tenants all Tenants of the Property into an Eligible Account Accounts (the each, a “Clearing Account”) established and maintained by each Individual Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreements; provided, that, any Gross Revenues collected by an unaffiliated Parking Manager may be deposited monthly into the Clearing Account after the application of such funds in accordance with the applicable Parking Management Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower if Borrower, Manager or Parking Manager receives any Gross Revenue from the Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Manager or Parking Manager, and (iii) Borrower, Manager and Parking Manager shall be deposited into the deposit such amounts in a Clearing Account within one two (12) Business Day Days of receipt; provided, that, prior to such deposit, an unaffiliated Parking Manager may apply the funds in accordance with the applicable Parking Management Agreement. Funds deposited into the Clearing Account Accounts shall be swept by the Clearing Bank on a daily basis each Business Day into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account (and the Accounts) shall not be invested at Lender’s discretion only except in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”). The Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all usual and customary expenses of opening and maintaining all of the above accounts. Lender may change the Deposit Bank and the Deposit Account in connection with a Securitization or if the institution acting as Deposit Bank shall resign as such.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants Tenants of the Property into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by BorrowerBank of America, which shall at all times be an Eligible Institution N.A. (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form The Clearing Bank shall at all times during the term of tenant direction letter for such purpose is attached hereto as Schedule 1the Loan be an Eligible Institution. Without in any way limiting the foregoing, all Rents received by if Borrower or Manager receive any Gross Revenues from the Property (other than amounts released from the Clearing Account or the Deposit Account to Borrower in accordance with the terms hereof and of the other Loan Documents), then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall and the other Accounts may only be invested at Lender’s discretion only in Permitted InvestmentsInvestments as directed by Borrower (unless an Event of Default has occurred and is continuing), as more particularly set forth in the Cash Management Agreement. Lender will shall also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”), as contemplated herein and in the Cash Management Agreement. The Clearing Account, the Deposit Account and any Subaccount all Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefromtherefrom except as expressly provided herein. Borrower shall pay for all expenses of opening and maintaining the Clearing Account, the Deposit Account and all of Accounts. Funds deposited into the above accountsClearing Account shall be swept on each Business Day into an operating account as identified by Borrower, unless a Trigger Period is continuing, in which event such funds shall be swept on each Business Day into the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement.

Cash Management Arrangements. Borrower All Rents shall cause all Rents to be transmitted directly ---------------------------- by tenants of the each Collateral Property into an Eligible Account one or more accounts (the “Clearing Account”"CLEARING ACCOUNTS") maintained by the applicable Borrower but controlled by Lender at a local bank one or more banks selected by Borrower, which shall at all times be an Eligible Institution the applicable Borrower (the “Clearing Bank”"CLEARING BANKS") as more fully described in the Clearing Blocked Account AgreementAgreements. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all All Rents received by a Borrower or Manager shall be deposited into the applicable Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account Accounts shall be swept by the Clearing Bank Banks on a daily basis into Borrower’s respective Borrowers' respective operating account accounts (or joint operating account) at the Clearing BankBanks (which accounts are under the sole control of the respective Borrowers), unless a Cash Management Period is continuing, Event shall have occurred; in which event event, until a Cash Management Termination, such funds shall be swept by the Clearing Banks on a daily basis into an the applicable Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”a "DEPOSIT ACCOUNT") and applied and disbursed in accordance with this Agreement and the applicable Deposit Account Agreement. Funds in Lender may (and during the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. continuation of a Cash Management Event Lender will will) also establish subaccounts of the each Deposit Account for the purpose of retaining all Funds described in this Article IV and for retaining the monthly interest payments, which subaccounts shall at all times be Eligible Accounts (such subaccounts, and may be ledger any other accounts or book entry accounts and not actual accounts) (such subaccounts at the Deposit Bank, other than the Deposit Accounts, are referred to herein as “Subaccounts”"SUBACCOUNTS"). The Borrowers, Lender and the Deposit Bank shall also enter into a Master Deposit Account Agreement (the "MASTER DEPOSIT ACCOUNT AGREEMENT") pursuant to which an Eligible Account controlled by Lender shall be established at the Deposit Bank (the "MASTER DEPOSIT ACCOUNT") into which funds shall be swept in accordance with the terms of the Deposit Account Agreements and this Agreement. The Clearing Accounts, the Deposit Accounts, any Subaccount and the Master Deposit Account will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower Amounts in the Deposit Accounts and the Master Account Deposit shall pay for all expenses of opening be invested in Permitted Investments in accordance with the Deposit Account Agreements and maintaining all of the above accountsMaster Account Agreement.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants non–residential Tenants of the Property into an Eligible the Clearing Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in 88 Xxxxxxxx - Stamford the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. During a Cash Management Period, Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts. At all times other than during the continuance of a Cash Management Period, (i) funds on deposit in the Clearing Account may be released to Borrower as permitted in the Clearing Account Agreement and (ii) Lender may, in its discretion, elect to maintain the deposits and reserves required under this Agreement in an Eligible Account at a bank or other depository selected by Lender other than the Deposit Bank in which case, all references to the Deposit Account and any Subaccounts hereunder shall be deemed to include such Eligible Account and the subaccounts of any such Eligible Account and all funds in such Eligible Account shall be invested at Lender’s discretion only in Permitted Investments.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants non-residential Tenants of the Property into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution Borrower and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by if Borrower or Manager receive any Gross Revenue from the Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”). The Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Within five (5) Business Days of the date hereof, Borrower shall cause all Rents deliver direction letters to be transmitted directly by the non-residential tenants of the Property directing such tenants to pay all Rents directly into an Eligible Account (the “"Clearing Account”") maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “"Clearing Bank”") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into the Borrower’s 's operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “"Deposit Account”") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”"subaccounts"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account a trust account (the “Clearing Account”"CLEARING ACCOUNT") maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”"CLEARING BANK") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) two Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”"DEPOSIT ACCOUNT") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are collectively referred to herein as “Subaccounts”"SUBACCOUNTS"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall not have no any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall at all times cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account (the “Clearing Account”) established and maintained by Borrower and approved by Lender in its reasonable discretion, at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A In the event of any resignation of the Clearing Bank, Borrower and Lender shall use reasonable efforts to designate such a successor bank promptly after receipt of notice of resignation by the Clearing Bank and shall take all reasonable actions necessary to cause such designated successor promptly to assume the obligations of the Clearing Bank. Concurrently with the execution and delivery hereof, Borrower shall deliver a notice in the form of Schedule 9 to each existing non-residential tenant direction letter for at the Property directing them to remit their rent checks directly to the Clearing Bank, and shall also deliver such purpose is attached hereto as Schedule 1a notice to each future tenant at the Property. Without in any way limiting the foregoing, all Rents received by if Borrower or Manager receive any Rents, then (i) such amounts shall be deemed to be collateral for the Loan and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited deposit such amounts into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bankaccount, unless a Cash Management Period an Event of Default is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). At all times, Lender may, in its discretion, elect to maintain the deposits and reserves required under this Agreement in an Eligible Account at a bank or other depository selected by Lender other than the Deposit Bank in which case, all references to the Deposit Account and any Subaccounts hereunder shall be deemed to include such Eligible Account and the subaccounts of any such Eligible Account and all funds in such Eligible Account shall be invested at Lender’s discretion only in Permitted Investments. The Clearing Account, Deposit Account and any Subaccount will be under the sole dominion and control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.. 28 00000000

Cash Management Arrangements. Each Borrower and Manager shall cause all Rents relating to its Property, except for credit card charges with respect to each Property, to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) account maintained by Borrower at a the local bank selected by Borrowerfor each Property (each, which shall at all times be an Eligible Institution (the “a "Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1Account"). Without in any way limiting the foregoing, all Rents received by Borrower Borrowers or Manager shall be deposited into the applicable Clearing Account within one (1) Business Day of receipt. Funds deposited into the each Clearing Account shall be swept by from the Clearing applicable local bank two (2) times each week into the Borrowers' account (the "Concentration Account") at the Concentration Bank. The Concentration Bank must at all times be an Eligible Institution. Borrowers shall cause Manager to cause all credit card charges with respect to each Property to be deposited into the Concentration Account in accordance with the provisions of the Manager Agreement. Funds deposited into the Concentration Account shall be swept from the Concentration Bank on a daily basis into Borrower’s the Borrowers' operating account at the Clearing such Concentration Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “"Deposit Account”") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “"Subaccounts”"). The Concentration Account, the Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and no Borrower shall have no any right of withdrawal therefrom, except as permitted in the Loan Documents, including this Section and the Clearing Account Agreement. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager from and after the date hereof shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents and Gross Revenue to be transmitted directly by tenants of the Property Sole Tenants into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of and shall deliver to all Sole Tenants the tenant direction letter for such purpose is in the form attached hereto as Schedule 1VIII. Without in any way limiting the foregoingforegoing if any Borrower or Manager receive any Rents or Gross Revenue from the Properties, all Rents received by then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one two (12) Business Day Days of receipt. Funds As and when specified in the Clearing Account Agreement, funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Cash Management Bank controlled by Lender (the “Deposit Cash Management Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Cash Management Account shall be invested at Lender’s discretion only as more particularly set forth in Permitted Investmentsthe Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”). The Deposit Clearing Account, the Cash Management Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents (other than security deposits of Tenants, which shall be held in accordance with Section 4.11.4) relating to its Property to be transmitted directly by tenants non-residential Tenants of the such Property into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution selected by Borrower and reasonably approved by Agent (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, with respect to all Rents Gross Revenues received by Borrower or Manager, including all Rents from residential Tenants of the Properties, (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Agent (on behalf of Lenders), (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall deposit or cause to be deposited into such amounts in the Clearing Account within one two (12) Business Day Days of receiptreceipt (other than security deposits of Tenants, which shall be held in accordance with Section 4.11.4). Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account that are invested shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth and defined in the Cash Management Agreement. Lender will Agent may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”). The Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of LenderAgent, and Borrower shall not have no any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Each Borrower shall cause all Rents relating to its Property to be transmitted directly by tenants non-residential Tenants of the such Property into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower Borrowers at a local bank selected by Borrower, which shall at all times be an Eligible Institution selected by Borrowers and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for Borrower shall not terminate any related lockbox agreement and/or direct Clearing Bank pursuant to any related lockbox agreement to transfer any Gross Revenues deposited into the lockbox into any account other than the Clearing Account (the “Lockbox Obligations”). To the extent Borrowers receive notice from the Clearing Bank that it intends to terminate the Clearing Account Agreement, Borrowers shall establish a new Clearing Account at an Eligible Institution reasonably approved by Lender and enter into a new clearing account agreement that is substantially similar to then-existing Clearing Account Agreement (with such purpose changes as are reasonably approved by Lender) on or prior to the date such then-existing Clearing Account Agreement is attached hereto as Schedule 1terminated. Without in any way limiting the foregoing, all Rents received by if Borrowers or Manager receive any Gross Revenue from the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrowers or Manager, and (iii) each Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one two (12) Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s Borrowers’ operating account at the Clearing Bank, unless a Cash Management Trigger Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account that are invested shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”). The Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and no Borrower shall have no any right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Each Borrower shall cause all Rents relating to its Property to be transmitted directly by tenants non-residential Tenants of the such Property into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower Borrowers at a local bank selected by Borrower, which shall at all times be an Eligible Institution selected by Borrowers and reasonably approved by Table of Contents Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for Borrower shall not terminate any related lockbox agreement and/or direct Clearing Bank pursuant to any related lockbox agreement to transfer any Gross Revenues deposited into the lockbox into any account other than the Clearing Account (the “Lockbox Obligations”). To the extent Borrowers receive notice from the Clearing Bank that it intends to terminate the Clearing Account Agreement, Borrowers shall establish a new Clearing Account at an Eligible Institution reasonably approved by Lender and enter into a new clearing account agreement that is substantially similar to then-existing Clearing Account Agreement (with such purpose changes as are reasonably approved by Lender) on or prior to the date such then-existing Clearing Account Agreement is attached hereto as Schedule 1terminated. Without in any way limiting the foregoing, all Rents received by if Borrowers or Manager receive any Gross Revenue from the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrowers or Manager, and (iii) each Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one two (12) Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s Borrowers’ operating account at the Clearing Bank, unless a Cash Management Trigger Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account that are invested shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”). The Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and no Borrower shall have no any right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bankaccount, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account a trust account (the “"Clearing Account”") maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “"Clearing Bank”") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s 's operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account (as defined in the Deposit Account Agreement) at the Deposit Bank controlled by Lender (the “"Deposit Account”") and applied and disbursed in accordance with this AgreementInstrument. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “"Subaccounts”"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants Tenants of the Property into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) Bank as more fully described in the Clearing Account Agreement. A form The Clearing Bank shall at all times during the term of tenant direction letter for such purpose is attached hereto as Schedule 1the Loan be an Eligible Institution. Without in any way limiting the foregoing, all Rents received if Borrower or Manager receive any Gross Revenues from the Property (other than amounts released from the Deposit Account to Borrower or as designated by Borrower in accordance with Section 6.10.1), then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis each Business Day into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall and the Accounts may only be invested at Lender’s discretion only in Permitted InvestmentsInvestments as directed by Borrower (unless an Event of Default has occurred and is continuing), as more particularly set forth in the Cash Management Agreement. Lender will shall also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”), as contemplated herein and in the Cash Management Agreement. The Clearing Account, the Deposit Account and any Subaccount all Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefromtherefrom except as expressly provided herein. Borrower shall pay for all expenses of opening and maintaining the Clearing Account, the Deposit Account and all of Accounts. Funds deposited into the above accountsDeposit Account shall be swept on each Business Day into an operating account as identified by Borrower, unless a Trigger Period is continuing, in which event such funds shall be held in the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement.

Cash Management Arrangements. Once the Clearing Accounts are established pursuant to the Post Closing Letter, Borrower and Manager shall cause deposit all Rents to be transmitted and other Gross Revenue collected by Borrower, Manager or their Affiliates directly by tenants of into the Property into an Eligible Account appropriate trust account (the “Clearing AccountAccounts”) established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution Borrower and reasonably approved by Lender and Manager (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1Agreements. Without in any way limiting the foregoing, all if Borrower or Manager receive any Rents received by or other Gross Revenue from either Property, then (a) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (b) before being deposited in the applicable Clearing Account, such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (c) Borrower or Manager shall be deposited into deposit such amounts in the appropriate Clearing Account within one two (12) Business Day Days of receipt. Funds deposited into the Clearing Account Accounts shall be swept by the Clearing Bank on a daily basis into the appropriate Borrower’s operating account at the Clearing BankBank (subject to maintaining the Retained Balance in the Clearing Accounts), unless a Cash Management Period has occurred and is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Cash Management Bank controlled by Lender (the “Deposit Cash Management Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Cash Management Account shall may be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. As an alternative to establishing each Account required pursuant to the terms of this Agreement as a separate Eligible Account, Lender will may also establish subaccounts of the Deposit Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) whereupon all provisions of this Agreement referring to (such subaccounts are referred i) any Account shall be deemed to herein as “Subaccounts”)apply instead to the corresponding subaccount and (ii) to the Accounts generally shall be deemed to apply instead to the Cash Management Account. The Deposit Clearing Accounts, the Cash Management Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Each Borrower shall at all times direct all tenants under Leases (other than tenants under short term or seasonal Leases for a term of less than two (2) months) to cause all Rents relating to its Property to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrowersuch Borrower and reasonably approved by Lender, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1Agreements. Without in any way limiting the foregoing, all if Borrowers or Property Manager receive any Rents received by Borrower (including, for the avoidance of doubt, Rents under any short term or seasonal Leases for a term of less than two (2) months), then (i) such amounts shall be deemed to be collateral for the Loan and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrowers or Property Manager and (iii) Borrowers or Property Manager shall be deposited deposit such amounts into the Clearing Account within one two (12) Business Day of receipt. Funds deposited into the each Clearing Account shall be swept by the applicable Clearing Bank on a daily basis into the applicable Borrower’s operating account at the such Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account if invested, at Lender’s discretion, shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and no Borrower shall have no any right of withdrawal therefrom. Borrower In the event of a termination of the existing Clearing Account Agreement on or before the effective date of such termination and provided no Event of Default has occurred and is continuing hereunder, Borrowers shall appoint a successor Clearing Bank reasonably approved by Lender, any failure by Borrowers to do so shall be an Event of Default hereunder. Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower (a) Borrowers shall at all times cause all Rents (including Rents in the nature of sums payable by issuers of credit cards accepted at the Properties to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) established and maintained by Borrower Borrowers at a local bank selected by BorrowerBorrowers and reasonably approved by Lender, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by if any Borrower or Manager receives any Rents, then (i) such amounts shall be deposited deemed to be collateral for the Loan and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrowers or Manager, and (iii) Borrowers or Manager shall deposit such amounts into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s Borrowers’ operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Cash Management Bank controlled by Lender (the “Deposit Cash Management Account”) and applied and disbursed in accordance with this Agreement. Funds Agreement and the Cash Management Agreement (provided that, if the Cash Management Account is not open on the date that the first Cash Management Period commences, then such funds shall, at the election of Lender, be swept by the Clearing Bank into an account as directed by Xxxxxx or retained in the Deposit Clearing Account, in either case, until such time that the Cash Management Account shall be invested at Lender’s discretion only in Permitted Investmentsis opened). Lender will also establish subaccounts of the Deposit Account Cash Management Account, and/or, if applicable, the Servicer’s account, which shall at all times be Eligible Accounts 26 (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Cash Management Account and any Subaccount Subaccounts will be under the sole control and dominion of Lender, and no Borrower shall have no any right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts. (b) Within one (1) Business Day after the Closing Date, Borrowers or Manager shall deliver a notice in the form of Schedule 11 attached hereto to each existing Tenant at the Properties (the “Tenant Direction Letter”), directing such Tenants to remit their rent checks directly to the Clearing Account in accordance with such Tenant Direction Letter, and shall also deliver a Tenant Direction Letter to each future Tenant at the Properties. (c) Promptly following the opening of the Cash Management Account, Borrowers shall, at its sole cost and expense, deliver to Lender a customary legal opinion with respect to the perfection of Xxxxxx’s security interest in the Cash Management Account in form and substance reasonably acceptable to Lender.

Cash Management Arrangements. Borrower shall cause all Rents (i) to be transmitted directly by tenants non-residential Tenants of the Property into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) Bank as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by if Borrower or Manager receive any Gross Revenue from the Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one two (12) Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Trigger Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”). The Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account a trust account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receiptreceipt thereof. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Upon the commencement of a Sweep Event Period, Borrower shall establish and activate and, thereafter, Borrower shall cause all Rents to be transmitted directly by all commercial tenants of the Property into an Eligible Account a trust account (the “"Clearing Account”") established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) Bank as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by if Borrower or Manager receive any Gross Revenue from the Property from and after the commencement of a Sweep Event Period, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s 's operating account at the Clearing Bank, unless a Cash Management Sweep Event Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Cash Management Bank controlled by Lender (the “Deposit "Cash Management Account”") and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Cash Management Account shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”"Accounts"). The Deposit Cash Management Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account a trust account (the “"Clearing Account”") maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”"CLEARING BANK") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s 's operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account (as defined in the Deposit Account Agreement) at the Deposit Bank controlled by Lender (the “Deposit Account”"DEPOSIT ACCOUNT") and applied and disbursed in accordance with this AgreementInstrument. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”"SUBACCOUNTS"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Each Borrower shall cause all Rents to be transmitted directly by tenants Tenants of the applicable Individual Property into an Eligible Account a trust account (the “"Clearing Account”") established and maintained by such Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution Borrowers and reasonably approved by Lender (the “Clearing Bank”"CLEARING BANK") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by if any Borrower or Manager receives any Gross Revenue from any Individual Property, then (i) such amounts shall be deposited into deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrowers or Manager, and (iii) Borrowers or Manager shall deposit such amounts in the Clearing 138 Account within one three (13) Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “"Deposit Account”") and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”"Accounts"). The Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, but subject to the terms of the Cash Management Agreement, and Borrower Borrowers shall have no right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account a trust account (the “Clearing Account”"CLEARING ACCOUNT") maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”"CLEARING BANK") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”"DEPOSIT ACCOUNT") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”"SUBACCOUNTS"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. (a) All Rents (other than security deposits) will be transmitted directly into an account maintained by Borrower but controlled by Lender at a bank selected by Borrower (the "Collection Account Bank"). Borrower will establish a separate "A" account (the "A" Account) and "B" Account (the "B" Account) with the Collection Account Bank. Borrower shall cause all Rents to be transmitted sent directly to the Collection Account Bank by tenants of (where practicable) for deposit into the Property into an Eligible Account (the “Clearing "A" Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents All other income or revenue received by Borrower or Manager shall in connection with the Property will be deposited into the Clearing "A" Account within one (1) Business Day on the date of receipt. Funds deposited into Until the Clearing earlier to occur of (i) the Optional Prepayment Date or (ii) an Event of Default (either such occurrence, a "Cash Trap Event"), the Collection Account shall be swept by the Clearing Bank will transfer deposits that are cleared on a daily basis into from the "A" Account to the "B" Account which shall be an account not subject to any restrictions and under the sole control of Borrower’s operating account at . Upon the Clearing Bank, unless occurrence of a Cash Management Period is continuingTrap Event, in which event such funds shall be swept the Collection Account Bank will transfer property receipts that are cleared on a daily basis to the Cash Collateral Account Bank for deposit into an Eligible the Cash Collateral Account. The duties of the Collection Account at Bank and the Deposit application and disbursement of all funds deposited with the Collection Account Bank controlled shall be governed by Lender (the “Deposit Account”) terms of this Agreement and the Collection Account Agreement. Any amounts so deposited into the Cash Collateral Account shall be applied and disbursed in accordance with the terms and provisions of this Agreement and the Cash Collateral Account Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all any Rents to be transmitted directly by tenants Ground Tenant (or any other Tenants of the Property Borrower, if applicable) into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution Borrower and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by if Borrower or Manager (if applicable) receives any Gross Revenue from the Property, then (i) such amounts shall be deposited into deemed to be collateral for the Obligations and shall be held in trust for the benefit and under the control of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager (if applicable), and (iii) Borrower or Manager (if applicable) shall deposit such amounts in the Clearing Account within one two (12) Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing BankBank for use by Borrower in connection with Borrower’s operations and any other purpose not prohibited by the express terms of this Agreement or any Loan Document, unless a Cash Management Period is continuingSweep Event has occurred, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”). The Deposit Account and any Subaccount all other Accounts at the Deposit Bank will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants Tenants of the Property into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) Bank as more fully described in the Clearing Account Agreement. A form Clearing Bank shall at all times during the term of tenant direction letter for such purpose is attached hereto as Schedule 1the Loan be an Eligible Institution. Without in any way limiting the foregoing, all Rents received if Borrower or Manager receive any Gross Revenues from the Property (other than amounts released from the Deposit Account to Borrower or as designated by Borrower in accordance with Section 6.12.1), then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one two (12) Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis each Business Day into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account and the Accounts (including all Reserve Funds) shall be invested at Lender’s discretion only in Permitted Investments as directed by Xxxxxxxx, as more particularly set forth in the Cash Management Agreement; provided, however, if an Event of Default has occurred and is continuing, Lender shall then have the right to direct how funds in the Deposit Account and the Accounts shall be invested in Permitted Investments, subject to Xxxxxx’s right to apply such funds in accordance with the terms of this Agreement. Lender will shall also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”), as contemplated herein and in the Cash Management Agreement. The To the extent Lender elects to replace the then-existing Deposit Bank or Borrower or Lender receives notice from the then-existing Deposit Bank that it intends to terminate the Cash Management Agreement, Borrower shall establish, and cooperate with Lender in Lender’s establishment of, a new Deposit Account at an Eligible Institution selected by Lender and enter into a new Cash Management Agreement that is substantially similar to then-existing Cash Management Agreement (with such changes as are reasonably required or approved by Lender and Borrower) on or prior to the date such then-existing Cash Management Agreement is terminated; provided, that, Lender may from time to time elect unilaterally to select the Deposit Bank and enter into a Cash Management Agreement with such Deposit Bank, and Borrower shall cooperate with Lender and such Deposit Bank in connection therewith in order to facilitate the creation of the Deposit Account and any Subaccount execution of the Cash Management Agreement. The Clearing Account, the Deposit Account and all Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefromtherefrom except as expressly provided herein. Borrower shall pay for all expenses of opening and maintaining the Clearing Account, the Deposit Account and all of Accounts. Funds deposited into the above accountsDeposit Account shall be swept on each Business Day into an operating account as identified by Borrower, unless a Trigger Period is continuing, in which event such funds shall be held in the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account (the “Clearing Account”"CLEARING ACCOUNT") maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”"CLEARING BANK") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one two (12) Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”"DEPOSIT ACCOUNT") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”"SUBACCOUNTS"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account a trust account (the “Clearing Account”"CLEARING ACCOUNT") maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”"CLEARING BANK") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) two Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”"DEPOSIT ACCOUNT") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “"Subaccounts”"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and no Borrower shall have no any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower Borrowers shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account a trust account (the “Clearing Account”"CLEARING ACCOUNT") maintained by Borrower at a local bank selected by such Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”"CLEARING BANK") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower Borrowers or Manager shall be deposited into the Clearing Account within one (1) two Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”"DEPOSIT ACCOUNT") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”"SUBACCOUNTS"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and no Borrower shall have no any right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall at all times cause all Rents (including Rents in the nature of sums payable by issuers of credit cards accepted at the Property) to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by BorrowerBorrower and reasonably approved by Lender, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by if Borrower or Manager receive any Rents, then (a) such amounts shall be deemed to be collateral for the Loan and shall be held in trust for the benefit, and as the property, of Lender, (b) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (c) Borrower or Manager shall be deposited deposit such amounts into the Clearing Account within one (1) Business Day of receipt; provided, however, that Borrower shall have the right to retain cash receipts (i.e., not credit card receipts, checks or other receipts) in Borrower’s operating account so long as the aggregate amount of cash receipts (i.e., not credit card receipts, checks or other receipts) held in such operating account on any day does not exceed $5,000. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Cash Management Bank controlled by Lender (the “Deposit Cash Management Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Cash Management Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Cash Management Account and any Subaccount Subaccounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall at all times cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by BorrowerBorrower and reasonably approved by Lender, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all if Borrower or Manager receive any Rents received by (other than amounts disbursed to Borrower in accordance with this Article 3), then (a) such amounts shall be deemed to be collateral for the Loan and shall be held in trust for the benefit, and as the property, of Lender, (b) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (c) Borrower or Manager shall be deposited deposit such amounts into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Cash Management Bank controlled by Lender (the “Deposit Cash Management Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Cash Management Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Cash Management Account and any Subaccount Subaccounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. The Underlying Loan Documents provide, or Borrower or Servicer (or Co-Lender Agent) has delivered a notice to the Underlying Borrower which provides, that Underlying Borrower shall pay all amounts payable under the Underlying Loan to an account of the Servicer. Borrower shall cause all Rents the Servicer to be transmitted directly by tenants of the Property enter into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described Servicer Notice and Agreement in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting Exhibit C, which provides, inter alia, that the foregoing, Servicer shall deposit all Rents received by Borrower or Manager shall be deposited into Available Income from the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis Asset into an Eligible Account at the Deposit Bank controlled by Lender account (the “Deposit Account”) maintained by Lender at DBTCA (in such capacity, or any successor depository bank appointed by Lender, the “Deposit Bank”), pursuant to that certain Deposit Account Agreement, to be entered into after the date hereof, among Borrower, Lender and the Deposit Bank (as amended, modified and/or restated from time to time, the “Deposit Account Agreement”), and to be applied and disbursed in accordance with this Loan Agreement and the Deposit Account Agreement. Funds If a Servicer forwards any Available Income with respect to the Asset to Borrower, Manager or any Affiliate thereof rather than directly to the Deposit Account, Borrower shall (i) redeliver an executed copy of the Servicer Notice and Agreement to the applicable Servicer, and make other commercially reasonable efforts to cause such Servicer to forward such amounts directly to the Deposit Account, (ii) hold such amounts in trust for the benefit of Lender and (iii) immediately deposit in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (any such subaccounts are referred to herein as “Subaccounts”)amounts. The Deposit Account and any Subaccount subaccount thereof will be under the sole dominion and control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower Borrowers shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account a trust account (the “Clearing Account”"CLEARING ACCOUNT") maintained by Borrower at a local bank selected by such Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”"CLEARING BANK") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower Borrowers or Manager shall be deposited into the Clearing Account within one (1) two Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit "DEPOSIT Account”") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”"SUBACCOUNTS"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and no Borrower shall have no any right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants or Managers of the Property into an Eligible Account a trust account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution Borrower (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds During a Cash Management Period, funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. During a period other than a Cash Management Period, funds deposited into the Clearing Account shall be swept by the Clearing Bank into an operating account set up by Borrower as and when determined by Borrower. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). Notwithstanding the foregoing, at all times other than during the continuance of a Cash Management Period, Lender may, in its discretion, elect to maintain the deposits and reserves required under this Agreement in an Eligible Account at a bank or other depository selected by Lender other than the Deposit Bank in which case, all references to the Deposit Account and any Subaccounts hereunder shall be deemed to include such Eligible Account and the subaccounts of any such Eligible Account and all funds in such Eligible Account shall be invested at Lender’s discretion only in Permitted Investments. The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower or Leasehold Pledgor shall cause Owner or Operating Lessee, as applicable, to cause all Rents to be transmitted directly by tenants deposited and applied in accordance with the Mortgage Loan Documents, and to otherwise fully comply with each of the Property into an Eligible Account covenants of Owner set forth in Article 6 of the Mortgage Loan Agreement, as in effect as of the date hereof, notwithstanding any waiver or future amendment of such covenants (unless Lender shall have given its prior written consent to any such waiver or amendment). Upon the “Clearing Account”) maintained by occurrence and during the continuance of a Trigger Period, Borrower at a local bank selected by Borrowershall deposit or cause to be deposited, which shall at on or prior to each Monthly Payment Date all times funds required to be an Eligible Institution (the “Clearing Bank”) as more fully described paid to lender pursuant to Section 2.3.1 hereof in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) which shall be under the sole dominion and control of Lender. All funds deposited by the Deposit Bank into the Deposit Account shall be deemed to be a distribution from (a) Owner to Borrower or Leasehold Pledgor, as applicable, or (b) to the extent such Owner is a limited partnership, from such Owner to the general partner of Owner and from the general partner of such Owner to Borrower or Leasehold Pledgor, as applicable, and in each case shall be applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (the Deposit Account and such subaccounts are collectively referred to herein as “SubaccountsAccounts”). The Deposit Account and any Subaccount all other Accounts will be under in the sole control and dominion name of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accountsDeposit Account and any subaccount thereto.

Cash Management Arrangements. Borrower shall cause all Rents in the nature of sums payable by issuers of credit cards accepted at the Property to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower or Operating Tenant at a local bank selected by BorrowerBorrower or Operating Tenant, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower Borrower, Operating Tenant or Manager (including Rents received from tenants under Leases) shall be deposited into the Clearing Account within one four (14) Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account for the deposit of Operating Tenant’s funds at the Deposit Bank controlled by Lender (the “OT Deposit Account”) on each of the following: (i) each week, the last weekday that is not a federal banking holiday, and (ii) each month, the last weekday before the ninth (9th) day of the month that is not a federal banking holiday. Funds transferred from the Clearing Account to the OT Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in Lender will establish a separate Eligible Account for the deposit of Borrower’s funds at the Deposit Account Bank controlled by Lender (the “Borrower Deposit Account”, and together with the OT Deposit Account, the “Deposit Accounts”) into which certain funds shall be invested at Lender’s discretion only transferred and disbursed in Permitted Investmentsaccordance with this Agreement and the Cash Management Agreement. Lender will also establish subaccounts of the OT Deposit Account and the Borrower Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “OT Subaccounts” or “Borrower Subaccounts”), as applicable, or collectively as the “Subaccounts”) as provided in this Agreement and the Cash Management Agreement. Except as provided herein, funds in the Deposit Accounts shall be invested only in Permitted Investments selected by Lender. The Deposit Account Accounts and any Subaccount Subaccounts will be under the sole control and dominion of Lender, and neither Borrower nor Operating Tenant shall have no any right of withdrawal therefrom. Borrower shall pay (or cause Operating Tenant to pay) for all expenses of opening and maintaining all of the above accountsaccounts as set forth in the Clearing Account Agreement and Cash Management Agreement.

Cash Management Arrangements. Each Borrower shall at all times cause all Rents relating to its Property to be transmitted directly by tenants of the Property into an Eligible Account (the “"Clearing Account”") established and maintained by Borrower Borrowers at a local bank selected by BorrowerBorrowers and reasonably approved by Lender, which shall at all times be an Eligible Institution (the “"Clearing Bank”") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower if Borrowers or Manager receive any Rents, then (a) such amounts shall be deemed to be collateral for the Loan and shall be held in trust for the benefit, and as the property, of Lender, (b) such amounts shall not be commingled with any other funds or property of Borrowers or Manager, and (c) Borrowers or Manager shall be deposited deposit such amounts into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s an operating account at the Clearing Bankdesignated by Borrowers, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Cash Management Bank controlled by Lender (the “Deposit "Cash Management Account”") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Cash Management Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “"Subaccounts”"). The Deposit Cash Management Account and any Subaccount Subaccounts will be under the sole control and dominion of Lender, and no Borrower shall have no any right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants non-residential Tenants of the Property into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by if Borrower or Manager receive any Gross Revenue from the Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account that are invested shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”). The Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Each Borrower and Manager shall cause all Rents relating to its Property, except for credit card charges with respect to each Property, to be transmitted directly by tenants of the Property into an Eligible Account account maintained by Borrower at the local bank for each Property (the each, a “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1). Without in any way limiting the foregoing, all Rents received by Borrower Borrowers or Manager shall be deposited into the applicable Clearing Account within one (1) Business Day of receipt. Funds deposited into the each Clearing Account shall be swept by from the Clearing applicable local bank two (2) times each week into the Borrowers’ account (the “Concentration Account”) at the Concentration Bank. The Concentration Bank must at all times be an Eligible Institution. Borrowers shall cause Manager to cause all credit card charges with respect to each Property to be deposited into the Concentration Account in accordance with the provisions of the Manager Agreement. Funds deposited into the Concentration Account shall be swept from the Concentration Bank on a daily basis into Borrower’s the Borrowers’ operating account at the Clearing such Concentration Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Concentration Account, the Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and no Borrower shall have no any right of withdrawal therefrom, except as permitted in the Loan Documents, including this Section and the Clearing Account Agreement. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. (a) Borrower shall cause all Rents to ---------------------------- be transmitted directly by non-residential tenants of the each Property into an Eligible Account a trust account (the “"Clearing Account”Account ") maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution Borrower (the “"Clearing Bank”Bank ") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager Managers shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s 's operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “"Deposit Account”Account ") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”"Subaccounts "). At all times other than during the continuance of a Cash Management Period, Lender may, in its discretion, elect to maintain the deposits and reserves required under Sections 3.2, 3.3, 3.4, 3.5 and 3.7 of this Agreement (i.e., not Clearing Account funds or security deposits) in an Eligible Account at a bank or other depository selected by Lender other than the Deposit Bank in which case, all references to the Deposit Account and any Subaccounts hereunder shall be deemed to include such Eligible Account and the subaccounts of any such Eligible Account and all funds in such Eligible Account shall be invested at Lender's discretion only in Permitted Investments. The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower or Leasehold Pledgor shall cause Owner or Operating Lessee, as applicable, to cause all Rents to be transmitted directly by tenants deposited and applied in accordance with the Mortgage Loan Documents, and to otherwise fully comply with each of the Property into an Eligible Account covenants of Owner and Operating Lessee set forth in Article 6 of the Mortgage Loan Agreement, as in effect as of the date hereof, notwithstanding any waiver or future amendment of such covenants (unless Lender shall have given its prior written consent to any such waiver or amendment). Upon the “Clearing Account”) maintained by occurrence and during the continuance of a Trigger Period, Borrower at a local bank selected by Borrowershall deposit or cause to be deposited, which shall at on or prior to each Monthly Payment Date all times funds required to be an Eligible Institution (the “Clearing Bank”) as more fully described paid to lender pursuant to Section 2.3.1 hereof in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) which shall be under the sole dominion and control of Lender. All funds deposited by the Deposit Bank into the Deposit Account shall be deemed to be a distribution from (a) Owner to Borrower or Leasehold Pledgor, as applicable, or (b) to the extent such Owner is a limited partnership, from such Owner to the general partner of Owner and from the general partner of such Owner to Borrower or Leasehold Pledgor, as applicable, and in each case shall be applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (the Deposit Account and such subaccounts are collectively referred to herein as “SubaccountsAccounts”). The Deposit Account and any Subaccount all other Accounts will be under in the sole control and dominion name of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.Deposit Account and any subaccount thereto. -131- Mezzanine B Loan Agreement

Cash Management Arrangements. Borrower shall cause all Rents Receipts (more particularly defined in the Clearing Account Agreement), including Rents, to be transmitted directly by non-residential tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local the Clearing Bank, or such other bank selected by BorrowerBorrower and approved by Lender, which shall at all times be an Eligible Institution (in accordance with the “Clearing Bank”) as more fully described in terms of the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents Receipts not otherwise sent directly by the Tenants to the Clearing Account which are received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of their receipt. Funds deposited into on deposit in the Clearing Account shall be swept by the Clearing Bank Bank, on a daily basis basis, into Borrower’s operating account Operating Account (as defined in the Clearing Account Agreement) maintained at the Clearing Bank, unless and until a Cash Management Period has occurred and is continuing. Upon Lender’s written notice to the Clearing Bank of the occurrence of a Cash Management Period, the Clearing Bank shall clear all funds on deposit in which event such funds shall be swept the Clearing Bank on a daily basis into an Eligible Account at to the Deposit Bank controlled by Lender Cash Collateral Subaccount (as defined in Section 3.8), and the “Deposit Account”) and funds so transferred to the Cash Collateral Subaccount shall be applied and disbursed in accordance with the terms of this Agreement. Funds in Agreement and the Deposit Account Agreement. So long as no Cash Management Period exists, funds in the Clearing Account, the Deposit Account and any Subaccounts shall be invested at LenderBorrower’s discretion only in Permitted Investments, and otherwise subject to the provisions of the Deposit Account Agreement after, and during the continuance of a Cash Management Period. Lender will may also establish subaccounts of the Deposit Account Cash Collateral Subaccount which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account At all times, the Clearing Account, the Cash Collateral Subaccount and any Subaccount Subaccounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one three (13) Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at LenderBorrower’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account a trust account (the “Clearing Account”"CLEARING ACCOUNT") maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”"CLEARING BANK") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s 's operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account (as defined in the Deposit Account Agreement) at the Deposit Bank controlled by Lender (the “Deposit Account”"DEPOSIT ACCOUNT") and applied and disbursed in accordance with this AgreementInstrument. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”"SUBACCOUNTS"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants Tenants of the Property into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) Bank as more fully described in the Clearing Account Agreement. A form The Clearing Bank shall at all times during the term of tenant direction letter for such purpose is attached hereto as Schedule 1the Loan be an Eligible Institution. Without in any way limiting the foregoing, all Rents received if Borrower or Manager receive any Gross Revenues from the Property (other than amounts released from the Deposit Account to Borrower or as designated by Borrower in accordance with Section 6.9.1), then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis each Business Day into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall and the Accounts may only be invested at Lender’s discretion only in Permitted InvestmentsInvestments as directed by Borrower (unless an Event of Default has occurred and is continuing), as more particularly set forth in the Cash Management Agreement. Lender will shall also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”), as contemplated herein and in the Cash Management Agreement. The Clearing Account, the Deposit Account and any Subaccount all Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefromtherefrom except as expressly provided herein. Borrower shall pay for all expenses of opening and maintaining the Clearing Account, the Deposit Account and all of Accounts. Funds deposited into the above accountsDeposit Account shall be swept on each Business Day into an operating account as identified by Borrower, unless a Trigger Period is continuing, in which event such funds shall be held in the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement.

Cash Management Arrangements. Borrower Borrowers shall cause all Rents to be transmitted directly by tenants of the Property owned by each Borrower into an Eligible Account a trust account (the “"Clearing Account”") established and maintained by Borrower Borrowers at a local bank selected by Borrower, which shall at all times be an Eligible Institution Borrowers and approved by Lender (the “"Clearing Bank”") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by if any Borrower or Manager receives any Gross Revenue from any Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of any Borrower or Manager, and (iii) such Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into the Borrower’s 's operating account at the Clearing Bank, unless a Cash Management Period is an Event of Default shall have occurred and be continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “"Deposit Account”") and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) accounts (such subaccounts are referred to herein as “Subaccounts”"Accounts"). The Clearing Account, the Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and Borrower Borrowers, except as set forth above or in the Clearing Account Agreement, shall have no right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Each Borrower shall at all times during the Term cause all Rents relating to its Property to be transmitted directly by non-residential tenants of the such Property into an Eligible Account (the “Clearing Account”) maintained by Borrower one or both Borrowers at a local bank selected by BorrowerBorrowers, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A Agreement and Borrowers covenant and agree to provide written notice to each such tenant with respect to same, such notice to be in form of tenant direction letter for such purpose is attached hereto as Schedule 1and substance acceptable to Lender in its reasonable discretion. Without in any way limiting the foregoing, all Rents received by Borrower Borrowers or Manager shall be deposited into the applicable Clearing Account within one three (13) Business Day Days of receipt. Borrowers acknowledge that, to the extent a Clearing Account is in the name of one Borrower and Rents relating to the Property owned by the other Borrower are deposited therein, such Rents shall continue to be the property of the Borrower who owns the applicable Property to which they relate and the Borrower in whose name such Clearing Account is maintained is maintaining such Clearing Account on both its own behalf and as agent for the other Borrower and shall hold any such Rents in trust for the benefit of such other Borrower. Funds deposited into the Clearing Account shall be swept by the applicable Clearing Bank on a daily basis into Borrower’s the Borrowers’ operating account (or, if Manager is an Affiliate of Borrowers, into the Custodial Account maintained by the Manager on behalf of the Borrowers) at the such Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) (or, if an Event of Default exists, as a otherwise directed by Lender) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and no Borrower shall have no any right of withdrawal therefrom. Borrower Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Upon the commencement of a Cash Management Period, Borrower shall cause the execution of the Clearing Bank Agreement, the establishment of the Clearing Account thereunder and shall cause the immediate direct deposit by Tenants of all Rents into the Clearing Account in accordance with procedures to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form Upon the commencement of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoinga Cash Management Period, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one three (13) Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). At all times other than during the continuance of a Cash Management Period, Lender may, in its discretion, elect to maintain the deposits and reserves required under this Agreement in an Eligible Account at a bank or other depository selected by Lender other than the Deposit Bank in which case, all references to the Deposit Account and any Subaccounts hereunder shall be deemed to include such Eligible Account and the subaccounts of any such Eligible Account and all funds in such Eligible Account shall be invested at Lender’s discretion only in Permitted Investments. The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by all tenants of the Property into an Eligible Account a trust account (the “Clearing Account”) established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) Bank as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by if Borrower or Manager receive any Gross Revenue from the Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Cash Management Bank controlled by Lender (the “Deposit Cash Management Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Cash Management Account shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “SubaccountsAccounts”). The Deposit Cash Management Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property, and all Rents in the nature of sums payable by issuers of credit cards accepted at the Property to be transmitted directly by such issuers, in each case, into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and neither Borrower nor Manager nor any person claiming by or through Borrower or Manager shall have no any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall shall, on or before May 15, 2007, cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager from and after the date hereof shall be deposited into the Clearing Account within one one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into the Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.. 20

Cash Management Arrangements. Concurrently with the execution of this Agreement with respect to all existing lessees of the Property, and concurrently with the execution and delivery of each new Lease of the Property, Borrower shall deliver a notice in the form of attached hereto on Schedule 1 to each lessee of the Property directing them to pay their rent directly to the Clearing Bank. Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) two Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are collectively referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall not have no any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts. In the event that the Clearing Bank and the Deposit Bank are the same, then the Clearing Account and the Deposit Account may be the same account.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account a trust account (the “Clearing Account”"CLEARING ACCOUNT") maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”"CLEARING BANK") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) two Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”"DEPOSIT ACCOUNT") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”"SUBACCOUNTS"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and no Borrower shall have no any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause Owner to cause all (a) all Rents to be transmitted directly by tenants non-residential Tenants of the Property into an Eligible Account Property, (b) all payments made with respect to the “Clearing Account”) maintained by Borrower at a local bank selected by BorrowerPledged Loans including, which shall at all times be an Eligible Institution without limitation, Cash Flow (the “Clearing Bank”) as more fully described defined in the Clearing Account Amenities Loan Agreement. A form ), Capital Event Proceeds (as defined in the Amenities Loan Agreement) and any prepayments of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoingprincipal thereon and (c) all payments, all Rents dividends, distributions, proceeds received by Borrower or Manager shall EOP-NYCCA on account of its ownership interest in Amenities Owner including, without limitation, proceeds received by EOP-NYCCA in connection with any Amenities Owner limited partner acquiring EOP-NYCCA’s general partner interest in Amenities Owner, to be deposited and applied in accordance with the Senior Loan Documents. All funds deposited by the Deposit Bank (as defined in the Senior Loan Agreement) into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Current Mezzanine Deposit Account shall be swept by the Clearing Bank on deemed to be a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds distribution from Owner to Borrower and shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Current Mezzanine Deposit Account shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will also establish subaccounts of Funds in the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Current Mezzanine Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay or cause Owner to pay for all expenses of opening and maintaining all of Accounts (as defined in the above accountsSenior Loan Agreement). Borrower shall, and shall cause Loan Pledgor to, apply any Cash Flow (as defined in the Amenities Loan Agreement) and Capital Event Proceeds (as defined in the Amenities Loan Agreement) in accordance with Section 2.8 of the Amenities Loan Agreement.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account a trust account (the “"Clearing Account”") established and maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution Borrower and reasonably approved by Lender (the “"Clearing Bank”") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by if Borrower or Manager receive any Gross Revenue from the Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (iii) Borrower or Manager shall be deposited into deposit such amounts in the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “"Deposit Account”") and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender will may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”"Accounts"). The Deposit Account and any Subaccount all other Accounts will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all All Rents to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”other than security deposits) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one three (13) Business Day Days of receipt; provided, however, during a Cash Management Period, at Lender's election Borrower shall cause all Rents (other than security deposits) to be transmitted directly by Tenants of the Property into the Clearing Account as more fully described in the Clearing Account Agreement. During a Cash Management Period, Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts. At all times other than during the continuance of a Cash Management Period, (i) funds on deposit in the Clearing Account may be released to Borrower as permitted in the Clearing Account Agreement and (ii) Lender may, in its discretion, elect to maintain the deposits and reserves required under this Agreement in an Eligible Account at a bank or other depository selected by Lender other than the Deposit Bank in which case, all references to the Deposit Account and any Subaccounts hereunder shall be deemed to include such Eligible Account and the subaccounts of any such Eligible Account and all funds in such Eligible Account shall be invested at Lender’s discretion only in Permitted Investments.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) two Business Day Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are collectively referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall not have no any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into the Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Borrower shall cause all Rents to be transmitted directly by non-residential tenants of the Property into an Eligible Account a trust account (the “Clearing Account”"CLEARING ACCOUNT") maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”"CLEARING BANK") as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or o Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s 's operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account (as defined in the Deposit Account Agreement) at the Deposit Bank controlled by Lender (the “Deposit Account”"DEPOSIT ACCOUNT") and applied and disbursed in accordance with this AgreementInstrument. Funds in the Deposit Account shall be invested at Lender’s 's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”"SUBACCOUNTS"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.