Common use of Cash Management Clause in Contracts

Cash Management. On or before the Closing Date, Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreement.

Cash Management. On or before the Closing Date, Borrower (a) CASH MANAGEMENT AFTER THE DISTRIBUTION DATE. Healthcare shall establish in accordance and maintain a separate cash management system and accounting records with respect to the terms and provisions Healthcare Business effective as of 12:01 a.m. on the Cash Management Agreement day following the Distribution Date; thereafter, (i) any payments by LTC on behalf of Healthcare in connection with Deposit Bank an account the Healthcare Business (including, without limitation, any such payments in respect of Liabilities or other obligations of Healthcare under the Administrative Services Agreement) shall be recorded in the accounts of Healthcare as a payable to LTC; (ii) any payments by Healthcare on behalf of LTC in connection with the LTC Retained Business (including, without limitation, any such payments in respect of Liabilities or other obligations of LTC under the Administrative Services Agreement), shall be recorded in the accounts of LTC, as a payable to Healthcare; (iii) any cash payments received by LTC relating to the Healthcare Business or the Healthcare Assets shall be recorded in the accounts of LTC, as a payable to Healthcare; (iv) any cash payments received by Healthcare relating to the LTC Retained Business or the LTC Retained Assets shall be recorded in the accounts of Healthcare as a payable to LTC; (v) LTC and Healthcare shall make adjustments for late deposits, checks returned for not sufficient funds and other post-Distribution Date transactions as shall be reasonable under the deposit circumstances consistent with the purpose and intent of all Rents this Agreement; and (vi) the "DEPOSIT ACCOUNT"net balance due to LTC or Healthcare, as the case may be, in respect of the aggregate amounts of clauses (i), (ii), (iii), (iv) and (v) shall be paid by LTC or Healthcare, as appropriate, as promptly as practicable. For purposes of this Section 2.07(a), the Prepaid Rent Funds parties contemplate that the LTC Retained Business and the Healthcare Business, including but not limited to the administration of accounts payable and accounts receivable, will be conducted in the normal course. (b) All transactions contemplated in this Section 2.07 shall be subject to audit by the "PREPAID RENT ACCOUNT"parties, and any dispute thereunder shall be resolved by Ernst & Young LLP (or, if Ernst & Young LLP is not available, by such other independent firm of certified public accountants mutually acceptable to LTC and Healthcare), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower whose decision shall be entitled to withdraw monies for uses permitted under this Credit Agreement final and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreementunappealable.

Cash Management. On or before (a) At the Closing DateClosing, Borrower shall establish execute and deliver to Lender, and thereafter, as herein provided, following the execution and delivery of any other Lease with any other replacement tenant(s) which may hereafter occupy all or any portion of the premises demised to Anchor Tenant as of the date hereof, a letter (“Tenant Direction Letter”) instructing such tenant to pay Rent directly to Lender’s servicer (or as Lender may otherwise direct from time to time). A form of such Tenant Direction Letter is attached hereto as Schedule I; Borrower shall, at any time and from time to time as requested by Lender, execute and deliver to Lender a new Tenant Direction Letter in order to reflect changes to Lender’s servicing agent and/or the Lockbox Account set forth in the form. Lender shall hold the Tenant Direction Letter(s) so delivered until such time as a Restrictive Condition occurs, in which event Lender may, in Lender’s sole and absolute discretion, deliver any such Tenant Direction Letters. Borrower covenants and agrees to execute and deliver to Lender a Tenant Direction Letter for each new tenant at the Property within thirty (30) days after the execution of the lease with such new tenant. Without the prior written consent of Lender, which Lender may give or withhold in its sole discretion, Borrower shall not terminate, amend, revoke or modify any Tenant Direction Letter in any manner whatsoever, nor shall Borrower permit or consent to, directly or by acquiescence, any failure or refusal of Anchor Tenant or any Replacement Tenant to pay Rent as provided pursuant to the Tenant Direction Letter (or as Lender may otherwise direct in writing from time to time). Any Rents which may be received by Borrower from Anchor Tenant, any Replacement Tenant or otherwise from the Property on or after the occurrence of any Restrictive Condition, whether or not any such Tenant Direction Letter shall have been delivered to any tenant of the Property, shall be deemed to be collateral held in trust for the benefit of Lender, shall not be commingled with any other funds or property of Borrower, and shall be delivered by Borrower to Lender within one (1) Business Days following receipt thereof. (b) Following the occurrence of a Restrictive Condition, Rents shall be deposited into an escrow account (the “Lockbox Account”) established by Lender and under Lender’s sole dominion and control for such purpose. The Lockbox Account shall be interest-bearing and will, at Lender’s option and in Lender’s sole discretion, be an Eligible Account at an Eligible Institution. Interest, if any, accrued on the funds in the Lockbox Account shall remain in and constitute part of the Lockbox Account funds and shall be disbursed as provided for herein. Borrower shall have no right of withdrawal or direction with respect to the Lockbox Account and Lender shall have the sole right to withdraw and/or direct the disbursement of funds from such Lockbox Account. On each Payment Date following the occurrence of a Restrictive Condition, funds in the Lockbox Account shall be applied by Lender to pay debt services, taxes, insurance premiums and any required reserve amounts, if any, hereunder in such order and amount as Lender shall deem appropriate in Lender’s sole discretion provided, however, that notwithstanding the foregoing to the contrary, provided no event of default has occurred under the Anchor Tenant Lease which remains uncured, Lender will, if any only to the extent funds then in the Lockbox Account are sufficient therefore, first pay the Taxes and Insurance then due and payable, if any. Any funds remaining in the Lockbox Account following payment of any of the foregoing shall be distributed to Borrower only to the extent of operating expenses for the Property approved by Lender, in Lender’s sole discretion, and after payment of such operating expenses, if any, Lender and/or Lender’s servicing agent shall have no obligation to remit all or any portion of any Excess Rent Proceeds remaining in the Lockbox Account to Borrower and Lender may, at its sole election and in its sole discretion, retain such Excess Rent Proceeds as security for Borrower’s payment and performance of its obligations under the Loan Documents. (c) Upon the earlier to occur of repayment in full of the Loan in accordance with the terms hereof and provisions of the a Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT")Termination Event, the Prepaid Rent Funds balance of funds, if any, on deposit with Lender and/or Lender’s servicer pursuant to this provision shall be distributed to Borrower. (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT"d) from which, provided no Event of Default shall have occurred, Borrower shall be entitled responsible for all costs associated with the cash management arrangements, including Lender’s cost and expense, if any, for any accounts therefore. (e) The insufficiency of funds, if any, delivered to withdraw monies for uses permitted under or deposited with Lender or Lender’s servicer pursuant to these provisions shall not relieve Borrower, in whole or in part, of any of its obligations pursuant to this Credit Loan Agreement and or the Cash Management Agreementother Loan Documents, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT")including without limitation, the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or obligation to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state payments as and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement when due and payable pursuant to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the . (f) For purposes for which they were intended in accordance with the terms of this Agreement and Section 5.3, the Cash Management Agreement.following terms shall have the meanings set forth below:

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions shall cause each of the Cash Management Agreement its Subsidiaries to, or shall cause Servicer to, (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Agent at one or more of the deposit of all Rents banks set forth on Schedule 2.6(a) (the "DEPOSIT ACCOUNT"each, a “Cash Management Bank”), including without limitation, the Prepaid Rent Funds Collection Account Bank, and shall request in writing and otherwise take such reasonable steps to ensure that all of Borrower’s and its Subsidiaries’ Account Debtors (and third party payors in the "PREPAID RENT ACCOUNT"), an operating account (case of Account Debtors with governmental and institutional payors) forward payment of the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the Cash Management AgreementCollection Account, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections received in good funds (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into the Collection Account, (iii) cause all payments for each sale or other disposition of one or more Notes Receivable or payment in full of one or more Notes Receivable in connection with the refinancing of such Note Receivable or the sale and release of the collateral securing such Note Receivable to be made by the escrow company, title insurance company or refinancing lender or purchaser directly to the Collection Account by wire transfer or check drawn on the account of such escrow company or title insurance company or by cashier’s check, and (iv) until such time as the Collection Account or an account in Agent’s name for receipt of Collections (each a “Cash Management Account”) is established, forward or cause to be forwarded no later than the first Business Day after the date of receipt thereof, all of their Collections to Agent’s Account. Borrower shall, or shall cause Servicer to, request in writing and otherwise take such reasonable steps to ensure that all of Borrower’s and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them to Borrower directly to a Cash Management Account. Borrower covenants that no Collections made in respect of Borrower shall be commingled with Horizon’s, Servicer’s or any other Person’s deposits. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance acceptable to Agent in its Permitted Discretion. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it will forward, by an account into which balances held automatic daily sweep, all amounts in the Deposit applicable Cash Management Account will to the deposit account of Agent designated in such Cash Management Agreement. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.6(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be swept reasonably satisfactory to Agent and Agent shall have consented in writing in advance to the establishment of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the "CASH MANAGEMENT ACCOUNT"time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and separate accounts for each of the Tax Funds such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (the "TAX ACCOUNT")or its Subsidiaries, Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"as applicable) and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the Loan Documents foregoing sentence) promptly and in any event within thirty (30) days of notice from Agent that the "DEBT SERVICE ACCOUNT"). All creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within sixty (60) days of notice from Agent that the Accounts shall be held and maintainedoperating performance, invested and governed by the terms funds transfer, or availability procedures or performance of the Cash Management Agreement. Lender shall have Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no liability for any loss resulting from the investments of funds longer acceptable in the Agent’s reasonable judgment. (d) The Cash Management Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed cash collateral accounts subject to refer to the funds on deposit Control Agreements, and Borrower hereby grants a Lien in the all Cash Management Account which constitute, respectively, Accounts to Agent to secure payment of the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementObligations.

Cash Management. On (a) Borrower shall (i) establish and maintain cash management services of a type and on terms satisfactory to Lender at one or before more of the Closing Datebanks set forth on Schedule 2.7(a) (each, a "Cash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of its Collections (including those sent directly by its Account Debtors to Borrower) into a bank account in Borrower's name (a "Cash Management Account") at one of the Cash Management Banks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrower, in form and substance reasonably acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will, upon written notice by Lender to such Cash Management Bank that a Triggering Event has occurred in which event the remaining provisions set forth in this Section 2.7(b) shall apply until that particular Triggering Event shall have been cured for three consecutive months, comply with any instructions originated by Lender directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it will forward, by daily sweep, all amounts in the applicable Cash Management Account to the Lender's Account. Notwithstanding the foregoing, if at any time during the three consecutive months following the date a Triggering Event is cured there are no outstanding amounts due by Borrower to Lender hereunder, then during such time any funds shall remain in the applicable Cash Management Account. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Lender, and (ii) prior to the time of the opening of such Cash Management Account, Borrower and such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. Borrower shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of written notice from, and after good faith negotiations with, Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's commercially reasonable judgment, or as promptly as practicable and in any event within 60 days of written notice from, and after good faith negotiations with, Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's commercially reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements, subject to the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementSection 2.7.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT")maintain, the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT")at its expense, an operating a lockbox and related blocked account (the "OPERATING ACCOUNTBlocked Account"), as Lender may specify, with bank which is acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit, on a daily basis, all payments and receipts in the identical form in which such payments and receipts are made or received, whether by cash, check or other manner. Borrower shall deliver, or cause to be delivered to Lender, a Deposit Account Control Agreement duly authorized, executed and delivered by such bank where the Blocked Account is maintained and Borrower shall execute and deliver such other agreements or documents as Lender may require in connection therewith. In addition, Borrower shall take the necessary steps to allow Lender "read only" online access to the Blocked Account so that Lender may electronically monitor the Blocked Account at any time and from time to time in its discretion. (b) Borrower and its employees and agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Account, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the transfer of funds to or from the Blocked Account arising out of Lender's payments to or indemnification of such bank, financial institution or other person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section shall survive the termination or non-renewal of this Agreement. (c) All amounts deposited in the Blocked Account shall be swept daily and remitted as follows: (i) from whichand after the occurrence of an Event of Default, provided 100% of such receipts shall be remitted to the Lender to be applied in reduction of the Obligations in a manner determined by the Lender in its sole and exclusive discretion, or, if no Event of Default shall have occurredhas occurred and is continuing, Borrower then as follows (x) prior to July 1, 2008, 100% of such receipts shall be entitled remitted to withdraw monies for uses permitted under this Credit Agreement and the Cash Management AgreementBorrower's Operating Account, and (iiy) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") from and separate accounts for each of the Tax Funds (the "TAX ACCOUNT")after July 1, Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT")2008, the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts receipts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds distributed as set forth in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementSection 2.3.3(c) below.

Cash Management. On or before In connection with the Closing DateClosing, Borrower shall establish execute and deliver to Anchor Tenant a Tenant Direction Letter, which Tenant Direction Letter instructs Anchor Tenant to deposit Rent and other receivables related to the Property directly with Lender. Borrower covenants and agrees to execute and deliver to Lender a Tenant Direction Letter for each new tenant at the Property within thirty (30) days after the execution of each new Lease for premises at the Property. Rents received by Lender following delivery of the Tenant Direction Letter, shall be held by Lender in an escrow account (the “Lockbox Account”). The Lockbox Account shall be an interest-bearing account and shall at Lender’s option be an Eligible Account at an Eligible Institution. Any interest earned on the Lockbox Account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Lockbox Account, and shall be disbursed in accordance with the terms hereof. Lender shall have the sole right to make withdrawals from the Lockbox Account. Lender shall apply funds in the Lockbox Account to pay debt service, Taxes, Insurance Premiums and provisions required reserves, if any, in such order as Lender deems appropriate. Funds remaining in the Lockbox Account after payment of the foregoing (the “Excess Cash Flow”) shall be distributed to Borrower promptly pursuant to Borrower’s separate instructions; provided, however, upon the occurrence of a Cash Management Agreement Trigger and until the occurrence of a Cash Management Termination Event, such Excess Cash Flow shall be distributed to Borrower only to the extent of operating expenses approved by Lender and any remaining funds shall remain in such Lockbox Account as additional collateral for the Loan. Upon the earlier of (i) with Deposit Bank an account for repayment of the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, Debt and (ii) with Agent an account into which balances held in a Cash Management Termination Event, the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each balance of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss Lockbox Account shall affect be distributed to Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. The Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in be responsible for the Accountscosts associated with the Lockbox Account. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the The insufficiency of funds on deposit in the Cash Management Lockbox Account which constitute, respectively, shall not relieve Borrower from the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents)obligation to make any payments, as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are when due pursuant to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreementother Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Cash Management. On or before In connection with the Closing DateClosing, Borrower shall establish in accordance with the terms execute and provisions deliver to Lender a Tenant Direction Letter for each of the Cash Management Agreement (i) with Deposit Bank tenants at the Property, which Tenant Direction Letter instructs each such tenant to deposit Rent and other receivables related to the Property directly into an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING LOCKBOX ACCOUNT") from whichowned and controlled by Lender at a bank to be selected by Lender (the "LOCKBOX BANK"). Borrower covenants and agrees to execute and deliver to Lender a Tenant Direction Letter for each new tenant at the Property within thirty (30) days after the execution of each new Lease for premises at the Property. Lender will hold the Tenant Direction Letters in escrow; provided, provided no Event however, upon the occurrence of Default a Lockbox Trigger, Lender shall have the right to deliver a Tenant Direction Letter to each tenant at the Property. Within five (5) Business Days after receiving notice of Lender's determination that a Lockbox Trigger has occurred, Borrower shall be entitled enter into a "cash management agreement" with Lender and Lockbox Bank, in form and substance acceptable to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and Lender (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNTAGREEMENT"), Insurance Premium Funds (which shall provide, among other things, that tenants at the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Property shall deposit Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other chargesreceivables related to the Property directly into Lockbox Account. The Lockbox Bank shall apply funds in the Lockbox Account to pay debt service and required reserves, expenses or reimbursements due to Lender under any fees of the Loan Documents (Lockbox Bank and budgeted operating expenses for the "DEBT SERVICE ACCOUNT"). All of the Accounts shall Property, as to be held and maintained, invested and governed by the terms of more particularly set forth in the Cash Management Agreement. Funds remaining in the Lockbox Account after payment of the foregoing (the "EXCESS CASH FLOW") shall be distributed to Borrower; PROVIDED, HOWEVER, upon the occurrence of a Cash Management Trigger and until the occurrence of a Cash Management Termination Event, such Excess Cash Flow shall be distributed to Borrower only to the extent of unbudgeted operating expenses approved by Lender and any remaining funds shall have no liability remain in such Lockbox Account as additional collateral for any loss resulting from the investments Loan. Upon the occurrence of a Cash Management Termination Event, the balance of the funds in the Accounts that are invested in Permitted Investments and no such loss Lockbox Account shall affect be distributed to Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. The Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in be responsible for the Accounts. Any reference in this Agreement to costs associated with the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," Lockbox Bank and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementLockbox Account.

Cash Management. On or before the Closing Date, Borrower (a) Borrowers shall establish in accordance with the terms and provisions shall cause each of the Cash Management Agreement their Domestic Subsidiaries to (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the "DEPOSIT ACCOUNT"each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to direct that all of their and their Domestic Subsidiaries’ Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or direct each applicable Cash Management Bank to deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender’s name (the "CASH MANAGEMENT ACCOUNT"a “Cash Management Account”) and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrowers, in form and substance acceptable to Lender in the exercise of its Permitted Discretion. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank on behalf of Lender shall have as bailee-in-possession for Lender, (ii) the Cash Management Bank has no liability rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for any loss payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) from and after the first Advance under the Revolving Credit Facility resulting from a request for a Borrowing for purposes other than payment of Lender Expenses that have been outstanding and unpaid for less than thirty (30) days, the investments of funds Cash Management Bank will immediately forward by daily sweep all amounts in the Accounts applicable Cash Management Account to the Lender’s Account; the parties intending that are invested in Permitted Investments and no such loss shall affect Borrower's obligations requests for Borrowings solely to pay Lender Expenses, prior to other Advances under the Debt or to make Revolving Credit Facility, will not trigger the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit daily sweep of amounts in the Cash Management Account which constituteAccounts, respectivelyunless the Lender Expenses have remained unpaid for thirty (30) days after the due date thereof. (c) So long as no Default or Event of Default has occurred and is continuing, the Tax FundsAdministrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank; provided, Insurance Premium Fundshowever, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount that (and other sums due under the Loan Documents), as calculated and determined by i) such prospective Cash Management Bank shall be satisfactory to Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the exercise of its Permitted Discretion and Lender shall have consented in writing (which consent will not, in the exercise of Lender’s Permitted Discretion, be withheld, delayed or conditioned) in advance to the opening of a Cash Management Account until with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such time Cash Management Account, a Borrower or a Domestic Subsidiary of a Borrower, as they are withdrawn for the purposes for which they were intended applicable, and such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. A Borrower or a Domestic Subsidiary of a Borrower, as applicable, shall close any of their Cash Management Accounts (and establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers hereby xxxxx x Xxxx to Lender.

Cash Management. On or before the Closing Date, Borrower shall establish direct the Managers and the Hotel Lessees to deposit all Rents in accordance with the terms Deposit Account Agreements and provisions of the Cash Management Agreement and, upon the termination or expiration of a Hotel Lease, shall execute amendments to the related Deposit Account Agreement and Cash Management Agreement to provide that until a replacement Hotel Lease has been entered into (ia) with all amounts that were previously deposited in the related Tenant Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower Account shall be entitled deposited in a newly-created Eligible Account in which Lender has a perfected security interest and (b) any monies payable to withdraw monies for uses permitted under this Credit Agreement and the Hotel Lessee may be payable to Borrower. On the applicable Rent Payment Date, funds in the amount of the applicable Hotel Lease Rent (less any amounts previously paid by the Manager that are credited against Hotel Lease Rent) shall be transferred from the Tenant Deposit Accounts established pursuant to the Deposit Account Agreements to the Cash Management Account established pursuant to the Cash Management Agreement. In accordance with the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due amounts transferred to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitutewill be disbursed for the monthly payment of Debt Service, respectively, to the Tax required deposits to the Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and to other sums amounts then due under the Loan Documentsand then to Borrower; provided, however, that (a) at any time the Base Profit drops below $96,000,000 (as reduced by the product of (1) the Allocated Percentage with respect to any Individual Property that has been the subject of a Partial Defeasance or the reduction in the Allocated Percentage with respect to any Individual Property that has had its Allocated Loan Amount reduced due to the application of Net Proceeds and (2) $96,000,000), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are no amounts shall be released to remain in and be commingled with each other in the Cash Management Account Borrower until such time as they are withdrawn the Base Profit equals or exceeds $96,000,000 (as reduced by the product of (1) the Allocated Percentage with respect to any Individual Property that has been the subject of a Partial Defeasance or the reduction in the Allocated Percentage with respect to any Individual Property that has had its Allocated Loan Amount reduced due to the application of Net Proceeds and (2) $96,000,000) for two (2) consecutive quarters and (b) no amounts shall be released to Borrower after the purposes for which they were intended in accordance with occurrence of an earthquake or casualty covered under an earthquake insurance policy until an amount equal to the terms of this Agreement and deductible payable under an earthquake insurance policy has been retained pursuant to the Cash Management Agreement.

Cash Management. On Cash not required by the Company to pay its daily disbursements or before to pay when due the Closing Dateprincipal of and interest on, the Company’s borrowings from AWCC other than Short-Term Loans will be used by AWCC first to reduce the outstanding principal balance of the Company’s Short-Term Loans owing to AWCC and any excess will be deemed to be invested with AWCC and will earn a daily rate of interest that is equal to the interest income earned by AWCC on those funds. Upon the request of the Company, AWCC shall execute one or more promissory notes in favor of the Company, in form and substance substantially similar to the promissory note attached as Exhibit A to the Agreement as evidence of such investment. $__________________ _______________, 20__ FOR VALUE RECEIVED, [NAME OF COMPANY], a _______________ corporation (herein “Borrower”) hereby promises to pay ON DEMAND to the order of American Water Capital Corp., a Delaware corporation (“Lender”), in same day funds at its offices at Voorhees, New Jersey or such other place as Lender may from time to time designate, the principal sum of _______________ dollars ($_______________) (the “Maximum Principal Sum”), or such lesser amount as shall equal the aggregate unpaid principal amount of the loans made by Lender to Borrower (other than loans evidenced by a promissory note under which the principal amount is due and payable in one or more scheduled installments more than one year after the date of its issue), together with interest thereon from the date hereof until paid in full. Interest will be charged on the unpaid outstanding principal balance of this Promissory Note at a rate per annum equal to Lender’s actual cost of funds to make such loan, such rate to change as Lender’s actual cost of funds changes. Interest on borrowings shall establish in accordance be due and payable on the first business day of each month, commencing with the terms and provisions first business day of the Cash Management Agreement (i) with Deposit Bank an account for month after the deposit month in which this Promissory Note is executed. In the absence of all Rents (the "DEPOSIT ACCOUNT")manifest error, the Prepaid Rent Funds (records maintained by Lender of the "PREPAID RENT ACCOUNT")amount and term, an operating account (the "OPERATING ACCOUNT") from whichif any, provided no Event of Default shall have occurred, Borrower borrowings hereunder shall be entitled to withdraw monies for uses permitted under this Credit Agreement deemed conclusive. Borrower may borrow, repay and the Cash Management Agreementreborrow hereunder in amounts which do not, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (aggregate outstanding at any time, exceed the "CASH MANAGEMENT ACCOUNT") and separate accounts for each Maximum Principal Sum. The occurrence of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses one or reimbursements due to Lender under more of any of the Loan Documents following shall constitute an event of default hereunder: (a) Borrower shall fail to make any payment of principal and/or interest due hereunder or under any other promissory note between Lender and Borrower within five business days after the "DEBT SERVICE ACCOUNT"). All same shall become due and payable, whether at maturity or by acceleration or otherwise; (b) Borrower shall apply for or consent to the appointment of a receiver, trustee or liquidator of itself or any of its property, admit in writing its inability to pay its debts as they mature, make a general assignment for the benefit of creditors, be adjudicated a bankrupt or insolvent or file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation of law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or if action shall be taken by Borrower for the purposes of effecting any of the Accounts foregoing; or (c) Any order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition seeking reorganization of Borrower or all or a substantial part of the assets of Borrower, or appointing a receiver, trustee or liquidator of Borrower or any of its property, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) days. Upon the occurrence of any event of default, the entire unpaid principal sum hereunder plus all interest accrued thereon plus all other sums due and payable to Lender hereunder shall, at the option of Lender, become due and payable immediately. In addition to the foregoing, upon the occurrence of any event of default, Lender may forthwith exercise singly, concurrently, successively or otherwise any and all rights and remedies available to Lender by law, equity, statute or otherwise. Borrower hereby waivers presentment, demand, notice of nonpayment, protest, notice of protest or other notice of dishonor in connection with any default in the payment of, or any enforcement of the payment of, all amounts due hereunder. To the extent permitted by law, Borrower waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. Following the occurrence of any event of default, Borrower will pay upon demand all costs and expenses (including all amounts paid to attorneys, accountants, and other advisors employed by Lender), incurred by Lender in the exercise of any of its rights, remedies or powers hereunder with respect to such event of default, and any amount thereof not paid promptly following demand therefor shall be added to the principal sum hereunder and will bear interest at the contract rate set forth herein from the date of such demand until paid in full. In connection with and as part of the foregoing, in the event that this Promissory Note is placed in the hands of an attorney for the collection of any sum payable hereunder, Borrower agrees to pay reasonable attorneys’ fees for the collection of the amount being claimed hereunder, as well as all costs, disbursements and allowances provided by law. If for any reason one or more of the provisions of this Promissory Note or their application to any entity or circumstances shall be held and maintainedto be invalid, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for illegal or unenforceable in any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt respect or to make the deposits required under ARTICLE IX hereofany extent, such provisions shall nevertheless remain valid, legal and enforceable in all such other respects and to such extent as may be permissible. Borrower In addition, any such invalidity, illegality or unenforceability shall report on its federalnot affect any other provisions of this Promissory Note, state and local income tax reports all interest but this Promissory Note shall be construed as if such invalid, illegal or income accrued on funds in the Accountsunenforceable provision had never been contained herein. Any reference in this Agreement This Promissory Note inures to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," benefit of Lender and binds Borrower and Lender’s and Borrower’s respective successors and assigns, and the "DEBT SERVICE ACCOUNT," words “Lender” and “Borrower” whenever occurring herein shall be deemed and construed to refer include such respective successors and assigns. This Promissory Note is one of the promissory notes referred to the funds on deposit in the Cash Management Account Financial Services Agreement dated as of [____] [__], 20__ between Borrower and Lender to which constitute, respectively, reference is made for a statement of additional rights and obligations of the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreementparties hereto.

Cash Management. On or before (a) During the Closing Dateterm of the Loan, Borrower shall cause Mortgage Borrower to establish and maintain the Mortgage Cash Management Account and the other accounts in which the Mortgage Loan Reserve Funds are held in accordance with the Mortgage Loan Documents (collectively, the “Mortgage Loan Accounts”), which Mortgage Loan Accounts shall be under the sole dominion and control of Mortgage Lender. Borrower shall not cause or permit Mortgage Borrower in any way to alter or modify the Mortgage Loan Accounts and shall notify Lender of the account numbers thereof. Mortgage Lender shall have the sole right to make withdrawals from the Mortgage Loan Accounts to be applied in accordance with the Mortgage Loan Documents. (b) As of the date hereof, pursuant to the Mortgage Loan Documents (and subject to the terms thereof), on each Payment Date, after payment of all sums due and payable to Mortgage Lender, so long as no Mortgage Loan Default has occurred and is continuing, the then-current Monthly Debt Service Payment Amount due and payable under the Loan Documents shall be paid to Lender via federal wire transfer or automatic clearing house funds (“ACH”) from the Mortgage Cash Management Account to the Mezzanine Collection Account and maintained in accordance with the Mezzanine Cash Management Agreement. Borrower shall also direct or cause Mortgage Borrower to direct all Net Liquidation Proceeds After Debt Service to be deposited into the Mezzanine Collection Account. (c) As a condition to (i) the satisfaction of the Mortgage Loan, (ii) Lender’s approval of a new Mortgage Loan, or (iii) in the event that the Mortgage Lender no longer requires the Mortgage Cash Management Agreement and related lockbox agreement (“Mortgage Cash Management System”), Borrower shall enter into and/or shall cause Mortgage Borrower to enter into a substitute lockbox agreement with Lender, acceptable to Lender, that shall direct all Rents to be deposited directly by the Tenants or payors thereof (or, if received by Mortgage Borrower or Manager, by such Persons) into the Mezzanine Collection Account or other account designated by Lender (the “Substitute CMA Agreement”) on substantially the same terms as the lockbox agreement entered into as of the date hereof in connection with the Mortgage Loan. Borrower’s failure to: (A) provide Lender with timely notice of any termination of the Mortgage Cash Management System, (B) in the case of (i) or (ii) above, receive Lender’s consent prior to termination of the Mortgage Cash Management System, or (C) promptly cause Mortgage Borrower and Manager to enter into the Substitute CMA Agreement, shall be an immediate Event of Default hereunder (without the need for notice or any right to cure) and entitle Lender to exercise its rights hereunder in the event of such an Event of Default. To the extent that the Mortgage Loan (or a refinancing thereof) requires that all Rents be deposited directly into a lockbox account controlled by Mortgage Lender (or a refinancing mortgage lender), then the Substitute CMA Agreement shall be entered into for the benefit of the Mortgage Lender and provide that all Rents, after payment of any sums due and payable under the Mortgage Loan (or refinancing loan documents) shall be paid by federal wire transfer or ACH to the Mezzanine Collection Account. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Mezzanine Collection Account and any lockbox account established under a Substitute CMA Agreement all in accordance with the terms and provisions conditions of the Mezzanine Cash Management Agreement (i) with Deposit Bank an account for and the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default Substitute CMA Agreement and this Agreement. Borrower shall have occurred, Borrower no right of withdrawal in respect of the Mezzanine Collection Account or any account established under a Substitute CMA Agreement. Each transfer of funds to be made hereunder shall be entitled made only to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreementextent that funds are on deposit in the Mezzanine Collection Account, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of responsibility to make additional funds available in the Accounts event that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreementinsufficient.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the each, a "DEPOSIT ACCOUNTCash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrower, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as agent or bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Lender and Lender shall have no liability for any loss resulting from consented in writing in advance to the investments opening of funds in such Cash Management Account with the Accounts that are invested in Permitted Investments prospective Cash Management Bank, and no (ii) prior to the time of the opening of such loss Cash Management Account, Borrower and such prospective Cash Management Bank shall affect Borrower's obligations have executed and delivered to pay the Debt or to make the deposits required under ARTICLE IX hereofLender a Cash Management Agreement. Borrower shall report on close any of its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount Accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to have granted a Lien to Lender.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash collateral services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the each, a "DEPOSIT ACCOUNTCash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrower, in form and substance reasonably acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as agent or bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to Lender's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7 (a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Lender in Lender's Permitted Discretion and Lender shall have no liability for any loss resulting from consented in writing in advance to the investments opening of funds in such Cash Management Account with the Accounts that are invested in Permitted Investments prospective Cash Management Bank, and no (ii) prior to the time of the opening of such loss Cash Management Account, Borrower and such prospective Cash Management Bank shall affect Borrower's obligations have executed and delivered to pay the Debt or to make the deposits required under ARTICLE IX hereofLender a Cash Management Agreement. Borrower shall report on close any of its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount Accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the establish replacement Cash Management Account until such time as they are withdrawn for the purposes for which they were intended accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to have granted a Lien to Lender.

Cash Management. On or before the Closing Date, Borrower (a) GCI shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an establish and maintain a concentration account for in the deposit name of all Rents Agent (the "DEPOSIT ACCOUNTGCI Concentration Account"), ) at the Prepaid Rent Funds bank which shall be designated as the concentration account bank for GCI and GCS on Schedule 2.7(a) (the "PREPAID RENT ACCOUNTGCI Concentration Account Bank"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections, including cash, credit card sales drafts, credit card sales or change slips or receipts, checks, drafts and all forms of daily store receipts or other similar items of payment into the GCI Concentration Account. The GCI Concentration Account Bank shall be satisfactory to the Agent in the exercise of its Permitted Discretion. (b) GCS shall deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections, including cash, credit card sales drafts, credit card sales or change slips or receipts, checks, drafts and all forms of daily store receipts or other similar items of payment into either the GCI Concentration Account or other bank accounts in GCS's name (each a "GCS Collection Account" and, collectively, the "GCS Collection Accounts") at banks other than the GCI Concentration Account Bank as set forth on Schedule 2.7(b) (each a "GCS Collection Account Bank'' and, collectively, the "GCS Collection Account Banks"). GCS further agrees that with respect to each bank at which a GCS Collection Account is located, GCS shall require each such bank to forward immediately by daily sweep all amounts in each GCS Collection Account into the GCI Concentration Account, provided, however, up to $30,000 may be retained and not swept daily in each GCS Collection Account which is established and maintained at a GCS Collection Account Bank. All GCS Collection Account Banks shall be satisfactory to the Agent in the exercise of its Permitted Discretion. (c) MFI shall (i) establish and maintain an account into which balances held in the Deposit Account will be swept name of Agent (the "CASH MANAGEMENT ACCOUNTMFI Concentration Account") and separate accounts at the bank which shall be designated as the deposit account bank for each of the Tax Funds MFI on Schedule 2.7(c) (the "TAX ACCOUNTMFI Concentration Account Bank"), Insurance Premium Funds which bank shall be satisfactory to the Agent in the exercise of its Permitted Discretion, and (ii) deposit or cause to be deposited promptly, and in any event no later than the "INSURANCE PREMIUM ACCOUNT"first Business Day after the date of receipt thereof, all Collections, including cash, credit card sales drafts, credit card sales or change slips or receipts, checks, drafts and all forms of daily store receipts or other similar items of payment into the MFI Concentration Account. (d) Each of the Concentration Account Banks and the Designated Account Bank shall establish and maintain tri-party blocked account agreements with the Agent and the applicable Borrower, in form and substance acceptable to the Agent in the exercise of its Permitted Discretion. Each such blocked account agreement shall provide, among other things, that (i) all items of payment deposited in such accounts and proceeds thereof are held by such banks as agent or bailee-in-possession for the Agent, (ii) the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fee and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) each such bank agrees to immediately forward all amounts received in the applicable GCI Concentration Account or MFI Concentration Account to the Agent's Account; provided, however, that Agent reserves the right, in its sole discretion, to require that collections representing amounts attributable to trust fund taxes be segregated by the GCI Concentration Account or the MFI Concentration Account Bank and held in a separate account, (it being the intent of the Agent, to the extent it has sufficient information to do so, to so segregate trust fund taxes, and avoid the deposit of such funds into the Agent's Account). No Borrower shall, or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in disbursement or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements. (e) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedules 2.7(a), (b) or (c) to add or replace a GCS Collection Account Bank or a GCS Collection Account, or to replace the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT")GCI Concentration Account, the Capital Improvement Funds MFI Concentration Account or the Designated Account; provided, however, that (i) Agent shall have consented in writing in advance to the "CAPITAL IMPROVEMENT ACCOUNT")opening of such account with the relevant bank and (ii) prior to the time of the opening of an account to replace the GCI Concentration Account, the Prepaid Rent Funds (MFI Concentration Account, or the "PREPAID RENT ACCOUNT") Designated Account, the applicable Obligor or the Subsidiaries thereof, as applicable, and such bank shall have executed and delivered to Agent a tri-party blocked account agreement, in form and substance satisfactory to Agent in the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under exercise of its Permitted Discretion. The Obligors shall close any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount their accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement accounts in accordance with the terms foregoing sentence) promptly and in any event within 45 days of this Agreement notice from Agent that the creditworthiness of any bank holding an account is no longer acceptable to Agent in the exercise of its Permitted Discretion, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer or availability procedures or performance with respect to accounts of the bank holding such accounts or Agent's liability under any tri-party blocked account agreement with such bank is no longer acceptable to Agent in the exercise of its Permitted Discretion. (f) The GCS Collection Accounts, the Designated Account, and the Cash Management Concentration Accounts shall all be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Advances and all other Obligations, and in which each Obligor and each Subsidiary Guarantor shall have granted a Lien to Agent pursuant to this Agreement. (g) Each Obligor shall and shall cause its Affiliates, officers, employees, agents, directors or other Persons acting for or in concert with such Obligor (each a "Related Person") to (i) hold in trust for Agent all checks, cash and other items of payment received by Obligor or any such Related Person, and (ii) within one (1) Business day after receipt by such Obligor or any Related Person of any checks, cash or other items of payment, deposit the same into a GCS Collection Account, the GCI Concentration Account, or the MFI Concentration Account, as applicable. Each Obligor and each Related Person thereof acknowledges and agrees that all Collections are the property of Agent for the benefit of the Lenders. All proceeds of the sale or other disposition of any Collateral shall be deposited directly into a GCS Collection Account, the GCI Concentration Account, or the MFI Concentration Account, as applicable.

Cash Management. On (a) Each Debtor will deposit, or before cause to be deposited, all Items of Payment to a bank account designated by the Closing DateLender and from which the Lender alone has power of access and withdrawal (the “Collateral Account”). Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, Borrower except for the endorsements of such Debtor where necessary to permit the collection of any such Items of Payment, such Debtor hereby agreeing to make such endorsement. In the event such Debtor shall establish fail to do so, the Lender is hereby authorized by such Debtor to make the endorsement in accordance the name of such Debtor. Prior to such a deposit, such Debtor will not commingle any Items of Payment with any of the other funds or property of such Debtor, but will hold them separate and apart in trust and for the account of the Lender. (b) In addition, if so directed by the Lender, following and during the continuance of an Event of Default, each Debtor shall direct the mailing of all Items of Payment from its account debtors to a post-office box designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the “Lockbox”). The Lender shall have unrestricted and exclusive access to the Lockbox. (c) Each Debtor hereby authorizes the Lender to inspect all Items of Payment, endorse all Items of Payment in the name of such Debtor, and deposit Items of Payment in the Collateral Account. The Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Loan Account or other account, as appropriate. (d) The Lender will apply the whole or any part of the collected funds credited to the Collateral Account against the outstanding balance of the Revolving Credit Facility Loans and Obligations related thereto until paid in full or credit such collected funds to the depository account of the Debtors with the terms and provisions Lender (or an Affiliate of the Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"Lender), as provided in the Prepaid Rent Funds (Autoborrow Service Agreement. During the "PREPAID RENT ACCOUNT"), period in which an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement exists and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT")is continuing, the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for the option to apply the whole or any loss resulting from part of the investments collected funds against the outstanding balance of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt Term Loan or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreementany Obligations related thereto.

Cash Management. (a) Cash Sweep Period. Until the Agent or the Co-Agent notifies the Borrowers to the contrary, each Borrower shall make collection of all Accounts and other Collateral for the Agent, shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Borrower at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or before prior to the Closing Datedate hereof, the Borrowers shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to the Agent and the Co-Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Agent and the Co-Agent. Each Borrower shall establish instruct all Account Debtors to make all payments directly to the address established for such service. If, notwithstanding such instructions, any Borrower receives any proceeds of Accounts, it shall receive such payments as the Agent's trustee, and shall immediately deliver such payments to the Agent in accordance with their original form duly endorsed in blank or deposit them into a Payment Account, as the terms and provisions Agent may direct. All amounts that shall be deposited into such Payment Account shall be under the control of the Agent and the Agent shall be authorized to provide instructions to the applicable Clearing Bank with respect thereto. Notwithstanding the foregoing, except during a Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT")Sweep Period, the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default Borrowers shall have occurred, Borrower shall be entitled the right to withdraw monies for uses permitted funds from, and otherwise exercise authority with respect to, such Payment Account. During a Cash Sweep Period, except as otherwise specifically provided herein, amounts deposited in such Payment Account shall immediately be under this Credit Agreement the exclusive dominion and control of the Agent, on behalf of itself and the Cash Management AgreementLenders, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due pursuant to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management applicable Blocked Account Agreement and, as provided in the applicable Blocked Account Agreement. Lender , (x) all amounts deposited in such Payment Account shall be immediately be forwarded by daily sweep to a deposit account of Agent as so specified by Agent and (y) the Borrowers shall have no liability for right to withdraw such amounts or otherwise exercise authority with respect to such Payment Account without the consent of the Required Lenders. From and after the termination of any loss resulting from Cash Sweep Period, the investments of funds in Agent shall so notify the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," applicable Clearing Bank and the "DEBT SERVICE ACCOUNT," Borrowers shall be deemed have the right to refer to the withdraw funds on deposit in the Cash Management Account which constitutefrom, respectivelyand exercise authority with respect to, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service applicable Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementAccount.

Cash Management. On (a) Borrower shall cause Mortgage Borrower to comply with the Mortgage Loan Cash Management Provisions and not, without Lender’s prior consent, to materially amend, restate, replace and/or otherwise materially modify the same. If requested by Lender (which such request shall be made no more frequently than twice per calendar year (unless during a Trigger Period or before the Closing Datein connection with a Secondary Market Transaction)), Borrower shall establish will promptly provide evidence reasonably acceptable to Lender of compliance with the foregoing. Borrower grants to Lender a security interest in Borrower’s interest, if any, in each of the Mortgage Loan Cash Management Accounts, if any, subject only to the prior rights of Mortgage Lender, and any and all monies now or hereafter deposited in each Mortgage Loan Cash Management Accounts as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the prior rights of Mortgage Lender in the Mortgage Loan Cash Management Accounts, if any, until expended or applied in accordance with the terms Mortgage Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Loan Cash Management Accounts, if any, shall constitute additional security for the Debt and provisions upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mortgage Loan Cash Management Agreement Accounts to the payment of the Debt in any order in its sole discretion. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time Mortgage Lender and Lender are not the same Person or Affiliates and for any reason the Mortgage Loan Cash Management Accounts are no longer being maintained or cease to exist or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, defeasance, amendment or refinance) (such accounts, the “Waived Cash Management Accounts” and such provisions, the “Waived Cash Management Provisions”), to the extent permitted to do so pursuant to the Mortgage Loan Documents, Borrower shall promptly (i) notify Lender of the same and, establish and maintain with Deposit Bank an account Lender and for the deposit benefit of all Rents Lender in replacement and substitution thereof substitute accounts (the "DEPOSIT ACCOUNT"“Substitute Cash Management Accounts”), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower which Substitute Cash Management Accounts shall be entitled subject to withdraw monies for uses permitted all of the same terms and conditions applicable under this Credit Agreement and the Cash Management AgreementMortgage Loan Documents, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and execute any fees, late charges, default interest and other charges, expenses or reimbursements due amendments to Lender under any of this Agreement and/or the Loan Documents (implementing the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Waived Cash Management Agreement. Provisions as may be reasonably required by Lender shall have no liability for any loss resulting from (provided such amendments are substantially similar to the investments of funds provisions set forth in the Mortgage Loan Documents relating to the same) and shall cause Mortgage Borrower to acknowledge and agree to the same and (iii) to the extent applicable, remit to the applicable Substitute Cash Management Accounts that are invested in Permitted Investments (and no such loss shall affect Borrower's obligations cause Mortgage Borrower to pay remit to the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on applicable Substitute Cash Management Accounts) any funds remaining in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Waived Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementAccounts.

Cash Management. On or before the Closing Date, Borrower (a) Guitar shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an establish and maintain a concentration account for in the deposit name of all Rents Agent (the "DEPOSIT GUITAR CONCENTRATION ACCOUNT"), ) at the Prepaid Rent Funds bank which shall be designated as the concentration account bank for Guitar on SCHEDULE 2.7(a) (the "PREPAID RENT ACCOUNTGUITAR CONCENTRATION ACCOUNT BANK"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) with Agent an account deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections, including cash, credit card sales drafts, credit card sales or change slips or receipts, checks, drafts and all forms of daily store receipts or other similar items of payment either into which balances held the Concentration Account or into other bank accounts in the Deposit Account will be swept Guitar's name (each a "GUITAR COLLECTION ACCOUNT" and, collectively, the "CASH MANAGEMENT ACCOUNTGUITAR COLLECTION ACCOUNTS") and separate accounts for at banks other than the Concentration Account Bank as set forth on SCHEDULE 2.7(a) (each of the Tax Funds (a "GUITAR COLLECTION ACCOUNT BANK" and, collectively, the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNTGUITAR COLLECTION ACCOUNT BANKS"). All Guitar Collection Account Banks and the Guitar Concentration Account Bank shall be satisfactory to the Agent in the exercise of its Permitted Discretion. (b) MFI shall (i) establish and maintain an account in the name of Agent (the "MFI CONCENTRATION ACCOUNT") at the bank which shall be designated as the deposit account bank for MFI on SCHEDULE 2.7(b) (the "MFI CONCENTRATION ACCOUNT BANK"), which bank shall be satisfactory to the Agent in the exercise of its Permitted Discretion, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections, including cash, credit card sales drafts, credit card sales or change slips or receipts, checks, drafts and all forms of daily store receipts or other similar items of payment into the MFI Concentration Account. (c) Each of the Accounts Guitar Concentration Account Bank, the MFI Concentration Account Bank, and the Designated Account Bank shall establish and maintain tri-party blocked account agreements with the Agent and the applicable Obligor, in form and substance acceptable to the Agent in the exercise of its Permitted Discretion. Each such blocked account agreement shall provide, among other things, that (i) all items of payment deposited in such accounts and proceeds thereof are held by such banks as agent or bailee-in-possession for the Agent, (ii) the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fee and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) each such bank agrees to immediately forward all amounts received in the applicable MFI Concentration Account or Guitar Concentration Account to the Agent's Account; PROVIDED, HOWEVER, that Agent reserves the right, in its sole discretion, to require that collections representing amounts attributable to trust fund taxes be held and maintained, invested and governed segregated by the terms MFI Concentration Account Bank or the Guitar Concentration Account Bank and held in a separate account, (it being the intent of the Cash Management AgreementAgent, to the extent it has sufficient information to do so, to so segregate trust fund taxes, and avoid the deposit of such funds into the Agent's Account). Lender No Obligor shall, or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in disbursement or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements. (d) So long as no Default or Event of Default has occurred and is continuing, the Obligors may amend SCHEDULE 2.7(a), or (b) to add or replace a Guitar Collection Account Bank or Guitar Collection Account, or to replace the MFI Concentration Account, the Guitar Concentration Account or the Designated Account; PROVIDED, HOWEVER, that (i) Agent shall have no liability for any loss resulting from consented in writing in advance to the investments opening of funds such account with the relevant bank and (ii) prior to the time of the opening of an account to replace the MFI Concentration Account, the Guitar Concentration Account or the Designated Account, the applicable Obligor or the Subsidiaries thereof, as applicable, and such bank shall have executed and delivered to Agent a tri-party blocked account agreement, in form and substance satisfactory to Agent in the Accounts that are invested in exercise of its Permitted Investments and no such loss Discretion. The Obligors shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount close any of their accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement accounts in accordance with the terms foregoing sentence) promptly and in any event within 45 days of this Agreement notice from Agent that the creditworthiness of any bank holding an account is no longer acceptable to Agent in the exercise of its Permitted Discretion, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer or availability procedures or performance with respect to accounts of the bank holding such accounts or Agent's liability under any tri-party blocked account agreement with such bank is no longer acceptable to Agent in the exercise of its Permitted Discretion. (e) The Guitar Collection Accounts, the Designated Account, the MFI Concentration Account, and the Cash Management Guitar Concentration Account shall all be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Advances and all other Obligations, and in which each Obligor and each Subsidiary Guarantor shall have granted a Lien to Agent pursuant to this Agreement. (f) Each Obligor shall and shall cause its Affiliates, officers, employees, agents, directors or other Persons acting for or in concert with such Obligor (each a "RELATED PERSON") to (i) hold in trust for Agent all checks, cash and other items of payment received by Obligor or any such Related Person, and (ii) within one (1) Business day after receipt by such Obligor or any Related Person of any checks, cash or other items of payment, deposit the same into a Guitar Collection Account or the MFI Concentration Account of such Obligor, as applicable. Each Obligor and each Related Person thereof acknowledges and agrees that all Collections are the property of Agent for the benefit of the Lenders. All proceeds of the sale or other disposition of any Collateral shall be deposited directly into an Obligor's Collection or Concentration Account, as applicable. (g) Guitar further agrees that with respect to each bank at which a Guitar Collection Account is located, Guitar shall require each such bank to forward immediately by daily sweep all amounts in each Guitar Collection Account into Guitar's Concentration Account, PROVIDED, HOWEVER, up to $30,000 may be retained and not swept daily in each Guitar Collection Account which is established and maintained at a Guitar Collection Account Bank.

Cash Management. On or before the Closing Date, Borrower (a) Borrowers shall establish and maintain cash management services of a type and on terms satisfactory to Agent with Wachovia Bank, National Association (the “Cash Management Bank”), and shall request in accordance writing and otherwise take such reasonable steps to ensure that all of its Account Debtors that are Dealers forward payment of the amounts owed by them directly to the Cash Collateral Account at such Cash Management Bank. Subject to Section 7.02(s)(iii) hereof, Borrowers shall deposit, or cause to be deposited, all funds available to Borrowers that initially are deposited into the Cash Management Accounts (other than the Cash Collateral Account) at the Cash Management Bank (excluding proceeds from the Warehouse Facility, except during a Default or Event of Default, and excluding amounts set aside for principal and interest payments on the Tranche A Revolving Loans, which are to be deposited into the Agent’s Account pursuant to Section 2.05 hereof) into the Cash Collateral Account within one (1) Business Day. Borrowers shall cause all funds available to Borrowers to be deposited initially into the Cash Management Bank to the extent reasonably practicable, and shall cause to be transferred to the Cash Management Bank for deposit therein funds initially deposited into Deposit Accounts established at institutions other than the Cash Management Bank as expeditiously as possible and in any event not less frequently than weekly. Monies required to be deposited into the Cash Collateral Account are hereinafter referred to as “Additional Cash Management Bank Deposits”. All funds in the Cash Collateral Account shall be swept into the Concentration Account at the end of each Business Day, unless a Default or Event of Default has occurred and is continuing or would result from such sweep. (b) Borrowers shall cause any Cash Management Bank to establish and maintain an Account Control Agreement with Agent and Borrowers, in form and substance acceptable to Agent. The Account Control Agreement shall provide, among other things, that (i) all items of payment deposited in the terms Cash Collateral Account and provisions in the Borrowers’ Cash Management Accounts (including the Concentration Account but excluding the Lockbox Account) and Proceeds thereof are held by the Cash Management Bank as agent or bailee-in-possession for Agent and are subject to Agent’s Control, (ii) the Cash Management Bank has no rights of set-off or recoupment or any other claim against either the Cash Collateral Account or the Cash Management Accounts, other than for payment of its service fees and other charges directly related to the administration of the Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement Collateral Account and the Cash Management AgreementAccounts and for returned checks or other items of payment, and (iii) upon instruction from Agent, the Cash Management Bank shall immediately forward, and Borrowers shall agree to cause Cash Management Bank to so forward, by daily deposit all amounts in the Cash Collateral Account to the Agent’s Account; provided that, so long as no Default or Event of Default has occurred and is continuing, the Agent shall provide the Borrowers with two (2) Business Days’ prior written notice prior to presenting such an instruction to the Cash Management Bank. Any funds paid to the Agent’s Account pursuant to the previous sentence shall be applied to repay the Borrowers’ Obligations and, unless an Event of Default has occurred and is continuing, any excess amount shall be reimbursed to the Borrowers. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.10(A) to add or replace the Cash Management Bank, the Cash Collateral Account or any Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such prospective Cash Collateral Account or Cash Management Account, as the case may be, with the prospective Cash Management Bank, and (ii) with prior to the time of the opening of such prospective Cash Collateral Account or Cash Management Account, as the case may be, Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent an account into which balances held Account Control Agreement containing the provisions listed in Section 2.10(b) hereof. Borrowers shall close the Deposit existing Cash Collateral Account will be swept and all of their Cash Management Accounts (and establish a replacement Cash Collateral Account and replacement Cash Management Accounts in accordance with the "CASH MANAGEMENT ACCOUNT"foregoing sentence) promptly and separate accounts for each in any event within 30 days of notice from Agent that the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms creditworthiness of the Cash Management Agreement. Lender shall have Bank is no liability for longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any loss resulting event within 60 days of notice from Agent that the investments operating performance, funds transfer, or availability procedures or performance of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement Cash Management Bank with respect to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in Cash Collateral Account or the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents)Accounts, as calculated the case may be, or Agent’s liability under any Account Control Agreement with such Cash Management Bank, is no longer acceptable to Agent. (d) The Cash Collateral Account and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers hereby gxxxx x Xxxx to Agent. The Borrowers shall not establish or maintain any concentration accounts other than the Concentration Account. Without the written consent of the Agent, the Borrowers shall not commingle cash receipts required to be remitted to Securitization Trusts in the Deposit Accounts of the Borrowers, or otherwise commingle funds held in a fiduciary capacity with funds owned by the Borrowers, except to the extent such commingling is unavoidable, in which case the Borrowers hereby agree to timely (and in any case in compliance with the requirements of the Pooling and Servicing Agreements) remit to the appropriate party or segregate any such funds held in a fiduciary capacity such that such funds are no longer commingled. The parties hereto understand that commingling currently occurs in connection with the sale of repossessed manufactured housing units by retail sales centers, in OAC LLC’s escrow disbursing account, in OAC LLC’s escrow/suspense account, in OAC LLC’s remittance clearing account, in OAC LLC’s NSF reversal account and in the Lockbox Account. Notwithstanding the foregoing, nothing in this Section 2.10(d) shall limit the Borrowers’ requirement to deposit into Cash Collateral Account until amounts required to be deposited therein in accordance with Section 2.10(a) hereof. (e) Within ten (10) Business Days after the date of the Tranche A SPE Security Agreement, the Tranche A SPE shall establish or cause to be established an account with JPMorgan Chase Bank or such time other financial institution as they are withdrawn the Agent may direct, entitled “Greenwich Capital Financial Products, Inc., as agent for the purposes for benefit of the Tranche A Secured Parties and the Tranche B Secured Parties, Reimbursement Account” (the “Reimbursement Account”). The Tranche A SPE shall deposit or cause to be deposited all proceeds, recoveries and collections in respect of the Collateral owned by the Tranche A SPE, including, without limitation, all proceeds, recoveries and collections of Servicing Advance Receivables, into the Reimbursement Account. The Tranche A SPE shall cause daily automated clearing house (“ACH”) debits pursuant to which they were intended all reimbursements of Servicing Advance Receivables are transferred to the Reimbursement Account from the Lockbox Account or other deposit accounts maintained pursuant to the Pooling and Servicing Agreements within one (1) Business Day after deposit into the Lockbox Account or the related deposit account. (f) The Borrowers may initiate ACH transactions relating to the Borrowers’ loan servicing operations only in accordance a manner consistent with past practice or as necessary to enable the Borrowers to comply with the terms of this Agreement and or the Tranche B Agreements. (g) Except as permitted by Section 2.10(f), the Borrowers shall restrict the use of Borrower-initiated ACH withdrawals from their Cash Management Accounts to instances (i) in which applicable law or regulations to which the Borrowers are subject require that payments be made by ACH or (ii) for which there is no commercially expedient alternative (e.g., the payment of compensation due employees by means of direct deposit to the employees’ bank accounts). The Borrowers shall not initiate any such ACH withdrawal from a Cash Management Account unless at the time Borrowers request the Cash Management AgreementBank to initiate such ACH withdrawal there are sufficient funds to honor such withdrawal.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the and maintain cash management services of a type and on terms and provisions satisfactory to Lender at one or more of the banks set forth on Schedule 2.6(a) (each, a “Cash Management Bank”), including the Lockbox Account at the Lockbox Bank, which shall be subject to the Lockbox Control Agreement, and Borrower and Servicer shall request in writing and otherwise take such reasonable steps to ensure that all Collections are remitted directly to a common lockbox maintained by Xxxxx Fargo (into which other collections of Servicer may also be remitted) so long as such lockbox and the related lockbox account are not subject to a Lien in favor of any Person (other than any Lien of Xxxxx Fargo as depository bank) and all Collections are transferred from such lockbox and lockbox account on a same day basis to the Lockbox Account on terms reasonably acceptable to Lender. No later than the second Business Day after the receipt thereof, Borrower or Servicer shall deposit or cause to be deposited to the Lockbox Account all Collections that, notwithstanding the requirements of this Section 2.6(a), are received by Borrower or Servicer. The Lockbox Control Agreement shall provide, among other things, that (i) the Lockbox Account Bank will comply with Deposit any instructions originated or approved by Lender directing the disposition of the funds in the Lockbox Account without further consent by Borrower, (ii) the Lockbox Account Bank has no rights of setoff or recoupment or any other claim against the Lockbox Account other than for payment of its service fees and other charges directly related to the administration of the Lockbox Account and for returned checks or other items of payment, (iii) Lender shall have electronic access enabling it to view transactions posted to and balances in the Lockbox Account, (iv) prior to notice of an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurredDefault, Borrower all available funds in the Lockbox Account shall be entitled transferred on a daily basis to withdraw monies for uses permitted under this Credit Agreement and the Cash Management AgreementCollection Account, and (iiv) with Agent after notice of an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each Event of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT")Default, the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT")Lockbox Account Bank shall forward, the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT")by daily sweep, the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of all available funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations Lockbox Account to pay the Debt or to make the deposits required under ARTICLE IX hereof. Lender’s Account. (b) Borrower shall report establish the Collection Account with the Collection Account Bank and shall maintain the Collection Account at the Collection Account Bank and subject to a Collection Account Control Agreement for so long as any Obligations or commitments hereunder remain outstanding, to which Collection Account all Collections will be transferred on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended a daily basis in accordance with the terms of this the Lockbox Control Agreement. The Collection Account Control Agreement shall provide, among other things, that (i) the Collection Account Bank will comply with any instructions originated or approved by Lender (or its designee) directing the disposition of the funds in the Collection Account without further consent by Borrower, (ii) the Collection Account Bank has no rights of setoff or recoupment or any other claim against the Collection Account other than for payment of its service fees and other charges directly related to the administration of the Collection Account and for returned checks or other items of payment, (iii) Lender shall have electronic access enabling it to view transactions posted to and balances in the Collection Account, (iv) prior to notice of an Event of Default, the Collection Account Bank will disburse all available funds in the Collection Account on each Payment Date in accordance with the instructions set forth in the Monthly Servicing Report (that have been approved by Lender in accordance with the Collection Account Control Agreement, such instructions to be in accordance with Section 2.3(b)(i)), and (v) after notice of an Event of Default, the Collection Account Bank shall forward any amounts in the Collection Account to the Lender’s Account or otherwise in accordance with Lender’s instructions. (c) Upon the request of Lender after the occurrence of an Event of Default, Borrower and Servicer shall request in writing and otherwise take such reasonable steps to ensure that all payments and Collections required to be paid to the Lockbox or the Lockbox Account are thereafter paid directly to the Lender’s Account during the continuation of such Event of Default. (d) Borrower shall at all times establish and maintain in effect the Collection Account Control Agreement and the Lockbox Control Agreement, and Control Agreements for each other Deposit Account of Borrower, in form and substance reasonably acceptable to Lender. Each other Control Agreement (other than the Collection Account Control Agreement and the Lockbox Control Agreement) shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Lender directing the disposition of the funds in the applicable Deposit Account without further consent by Borrower, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Deposit Account other than for payment of its service fees and other charges directly related to the administration of such Deposit Account and for returned checks or other items of payment, (iii) Lender shall have electronic access enabling it to view transactions posted to and balances in the applicable Deposit Account, and (iv) after Lender’s notice to the Cash Management Bank following the occurrence and continuance of an Event of Default, such Cash Management Bank will forward or permit Lender to forward, by daily sweep, all good funds in the applicable Deposit Account to the Lender’s Account. (e) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.6(a) to add or replace a Cash Management Bank or Deposit Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Lender and Lender shall have consented in writing in advance to the establishment of such Deposit Account with the prospective Cash Management Bank, and (ii) prior to making a deposit in such Deposit Account, Borrower and such prospective Cash Management Bank shall have executed and delivered to Lender a Control Agreement. Borrower shall close any of its Deposit Accounts, and establish replacement Deposit Accounts in accordance with the foregoing sentence, promptly and in any event within 30 days of notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to a Deposit Account (including the Lockbox Account) is no longer acceptable in Lender’s Permitted Discretion. (f) Each Deposit Account of Borrower (including the Collection Account and the Lockbox Account) shall be a cash collateral account, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to have granted a Lien to Lender.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the "DEPOSIT ACCOUNT"each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender’s name (the "CASH MANAGEMENT ACCOUNT"a “Cash Management Account”) and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrower, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as agent or bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender’s Account. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Lender and Lender shall have no liability for any loss resulting from consented in writing in advance to the investments opening of funds in such Cash Management Account with the Accounts that are invested in Permitted Investments prospective Cash Management Bank, and no (ii) prior to the time of the opening of such loss Cash Management Account, Borrower and such prospective Cash Management Bank shall affect Borrower's obligations have executed and delivered to pay the Debt or to make the deposits required under ARTICLE IX hereofLender a Cash Management Agreement. Borrower shall report on close any of its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount Accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to have granted a Lien to Lender.

Cash Management. On or before Upon the Closing DateModification Effectiveness Time, Borrower the Original Cash Management Agreement shall establish in accordance be replaced with the terms and provisions Cash Management Agreement, which shall provide that the Agent shall (subject to the Administrative Agent’s rights under Article V of the Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no while any Event of Default exists), in accordance with directions provided by the Administrative Agent to the Agent, which directions the Administrative Agent may provide in the Administrative Agent’s discretion while any Event of Default exists, allocate all available funds on deposit in the Deposit Account on every Business Day of each calendar month to the following Reserve Funds, in the following amounts and order of priority (capitalized terms used in this Section 3 but not defined in the Loan Agreement, as amended hereby, shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the meanings set forth in the Cash Management Agreement), and it being understood that if such allocation is occurring on a Monthly Payment Date, the references in clauses (i), (ii) with Agent and (iv) below to the “next” Monthly Payment Date shall mean the Monthly Payment Date on which such allocation is occurring): (i) First, funds sufficient to pay the Monthly Tax Amount due on the next Monthly Payment Date shall be deposited into the Tax Account; (ii) Second, funds sufficient to pay the Monthly Insurance Amount due on the next Monthly Payment Date shall be deposited into the Insurance Account; (iii) Third, funds in an account amount sufficient to pay the Monthly Operating Expenses Amount shall be deposited into which balances held the Borrower’s Operating Account, and utilized for the payment of the Operating Expenses included within such Monthly Operating Expenses Amount (or to reimburse Borrower for amounts funded by it out-of-pocket for Operating Expenses as provided for in the Deposit Account will be swept (definition of “Monthly Operating Expenses Amount” in the "CASH MANAGEMENT ACCOUNT"Cash Management Agreement) and separate accounts for each pursuant to Section 4.2 of the Tax Funds Cash Management Agreement; (the "TAX ACCOUNT")iv) Fourth, Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and funds sufficient to pay the Monthly Debt Service Payment Amount due on the next Monthly Payment Date shall be deposited into the Debt Service Account; (v) Fifth, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums then due under the Loan Documents), as calculated and determined by Lender or Servicershall be deposited into the Debt Service Account; (vi) Sixth, it being understood that (a) prior to the foregoing funds are to remain in and be commingled with each other Cash Sweep Commencement Date, all amounts remaining in the Deposit Account after deposits for items (i) through (v) shall be deposited into Borrower’s Operating Account; and (b) following the Cash Management Sweep Commencement Date, all amounts remaining in the Deposit Account after deposits for items (i) through (v) shall be deposited into the Capital Expenditure Account until such time as they are withdrawn the aggregate amount of funds deposited into the Capital Expenditure Account, from and after the Cash Sweep Commencement Date, is equal to $1,500,000; (vii) Seventh, following the Cash Sweep Commencement Date, all amounts remaining in the Deposit Account after deposits for items (i) through (vi) shall be deposited into the purposes Rollover Account until such time as the aggregate amount of funds deposited into the Rollover Account, from and after the Cash Sweep Commencement Date, is equal to Five Million and No/100 Dollars ($5,000,000); and (viii) Eighth, following the Cash Sweep Commencement Date, all amounts remaining in the Deposit Account after deposits for which they were intended items (i) through (vii) shall be deposited into the Sweep Account and applied on each Monthly Payment Date to reduce the principal balance of, first, Note A (until Note A has been paid in full) and, then, Note B, without payment of any prepayment premium. Notwithstanding the foregoing, provided that no Event of Default exists, if the amount of funds that would otherwise be required under this clause Eighth to be applied from the Sweep Account to repay the principal balance of the Note A or Note B on any Monthly Payment Date exceeds the Projected Principal Pay-Down Amount for such Monthly Payment Date, as determined pursuant to Section 2.2.3(b), then (i) only the portion of such funds equal to the Projected Principal Pay-Down Amount shall be applied to repay the principal balance of the Note A or Note B on such Monthly Payment Date; and (ii) such excess funds shall be deposited into the Deposit Account on the Business Day following such Monthly Payment Date, and available for allocation in accordance with the terms of this Agreement and the Cash Management AgreementAgreement on the next Monthly Payment Date.

Cash Management. On (a) In the event that Publix fails to exercise its option to extend the term of the Publix Lease for an additional five (5) year period on or before January 31, 2008 ("Cash Management Trigger Event"), then Mortgagor shall immediately enter into one or more clearing and deposit agreements, in a form provided by Mortgagee, by and among Mortgagor, Mortgagee and one or more financial institutions (which may be Mortgagee or an affiliate or subsidiary of Mortgagee) selected by Mortgagee (together with any modification, amendment, substitution or replacement thereof, herein collectively referred to as the Closing Date"Cash Management Agreement"), Borrower and shall establish deliver letters of direction in accordance with the terms form provided by Mortgagee and provisions of required under the Cash Management Agreement (ithe "Letters of Direction") with Deposit Bank an account for the to all tenants under all Leases, directing all such tenants to at all times thereafter deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), directly into an operating interest-bearing account (the "OPERATING ACCOUNTCollection Account") from whichto be established in connection with such Cash Management Agreement; any failure of Mortgagor to enter into such Cash Management Agreement, provided no establish such Collection Account and deliver such Letters of Direction to all tenants before the date upon which the second consecutive Constant Payment (as defined in the Note) is due following the occurrence of a Cash Management Trigger Event shall constitute an Event of Default Default. (b) The Cash Management Agreement shall, among other things, provide that all Rents and other sums collected from, or arising with respect to, the Mortgaged Property shall have occurred(1) be deposited directly by the tenants under the Leases, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and otherwise by Mortgagor, in the Collection Account established in connection with the Cash Management Agreement, and (ii2) with Agent an account into which balances held be disbursed in the Deposit manner described in Section 64(c) hereof or in such other manner as is set forth in the Cash Management Agreement. Mortgagor shall not have a right of withdrawal in respect to the Collection Account, which shall be under the sole dominion and control of Mortgagee. Mortgagor shall, pursuant to the Cash Management Agreement, grant a first priority lien and security interest in and to the Collection Account, any subaccounts or other accounts established under the Cash Management Agreement and any funds and deposits therein and any proceeds thereof. Mortgagor shall pay all reasonable costs and expenses required under the Cash Management Agreement and in connection with the Collection Account will and all of Mortgagee's reasonable out-of-pocket costs and expenses (including attorneys' fees) in connection with the preparation and negotiation of the Cash Management Agreement. (c) Prior to the occurrence of an Event of Default (and thereafter during its continuance from time to time if Payee elects in its sole discretion from time to time), and subject to the provisions of Section 64(e) below, Mortgagor shall be swept obligated to pay, and Mortgagee shall collect from the Collection Account to the extent of funds on deposit in such account, on the first day of each calendar month, or if the first day of a calendar month is not a business day, then the first business day following the first day of said calendar month, (the "CASH MANAGEMENT ACCOUNTDistribution Date") (or at any time, at Mortgagee's election in its sole discretion, after the occurrence of an Event of Default), the following payments in the listed order of priority (or such other order as Mortgagee may determine in its sole discretion upon the occurrence and separate accounts for each continuance of an Event of Default): (i) First, to the payment of the monthly installments of principal and/or interest due hereunder in the amount of the Constant Payment (as defined in the Note); (ii) Second, to the Tax Funds and Insurance Escrow Fund in accordance with the terms of Section 5; (iii) Third, to the Replacement Reserve Fund in accordance with the terms and conditions of Section 6; (iv) Fourth, to the Reserve Fund (as defined in the Tenant Improvement and Leasing Commissions Reserve Agreement dated as the date hereof between Mortgagor and Mortgagee (the "TAX ACCOUNTTILC Agreement")), in an amount equal to the monthly deposit required under the TILC Agreement; (v) Fifth, to a reserve account established with Mortgagee for the payment of actual costs incurred and paid or payable by Mortgagor with respect to the operating expenses of the Mortgaged Property in an amount equal to the applicable monthly operating expenses (other than repairs, replacements and capital expenditures) provided in the Approved Annual Budget or such other amount as shall be approved by Payee; (vi) Sixth, to the payment of any other amounts then due under the Loan Documents; and (vii) Seventh, any remaining funds in the Collection Account after distribution to the subaccounts provided in clauses (i) through (vi) above (the "Remaining Available Cash") shall be distributed in accordance with the following conditions: the Remaining Available Cash shall be transferred to the Publix Reserve Fund (as defined below) for distribution in accordance with the Publix Tenant Improvement and Leasing Commissions Reserve (as defined below) until (1) the execution of one or more leases between one or more tenants ("New Tenants") approved in writing by Mortgagee in its sole and absolute discretion, which tenants shall be unaffiliated with Mortgagor, any principal of Mortgagor, any property manager or leasing broker or any guarantor and pursuant thereto shall have leased the Publix Space upon terms (including, but not limited to, the rental rate) satisfactory to Mortgagee and (2) Mortgagor shall have provided evidence satisfactory to Mortgagee in Mortgagee's sole and absolute discretion that the Mortgaged Property maintains a Debt Service Coverage Ratio (as defined below) of at least 1.40 to 1.0 (collectively "Publix Stop"). (d) Upon the occurrence of an Event of Default and during its continuance, all funds and proceeds on deposit or to be deposited or held from time to time in the Collection Account or any subaccounts or other accounts established pursuant to the Cash Management Agreement may be applied by Mortgagee in Mortgagee's sole and absolute discretion to the Debt, to expenditures associated with the Mortgaged Property or to other costs and expenses (including attorneys' fees and court costs) or to other amounts due under the Loan Documents from time to time. (e) In the event of a Cash Management Trigger Event, Mortgagor shall, immediately, but in no event later than the date upon which the second consecutive Constant Payment is due following the occurrence of the Cash Management Trigger Event, enter into a tenant improvement and leasing commission reserve agreement with Mortgagee, in Mortgagee's then current form (the "Publix Tenant Improvement and Leasing Commissions Reserve Fund"), Insurance Premium Funds (which Publix Tenant Improvement and Leasing Commission Reserve shall establish an interest-bearing reserve account for the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any deposit of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by Remaining Available Cash in accordance with the terms of the Cash Management AgreementAgreement (the "Publix Reserve Fund") and provide for the release of the funds deposited into the Publix Reserve Fund to reimburse Mortgagor for the cost of providing tenant improvements and leasing commissions incurred by Mortgagor in connection with the Publix Space. Lender The Publix Reserve Fund shall have no liability for any loss resulting from be under the investments sole dominion and control of funds Mortgagor. Any failure of Mortgagor to enter into the Publix Tenant Improvement and Leasing Commissions Reserve within the time periods described in the Accounts that are invested in Permitted Investments this Section 64(e) shall be an Event of Default. Mortgagor shall pay all reasonable costs and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits expenses required under ARTICLE IX hereof. Borrower shall report on its federal, state the Publix Tenant Improvement and local income tax reports all interest or income accrued on funds Leasing Commissions Reserve and in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance connection with the terms Publix Reserve Fund and all of this Agreement Mortgagee's reasonable out-of-pocket costs and expenses (including attorneys' fees) in connection with the Cash Management Agreementpreparation and negotiation of the Publix Tenant Improvement and Leasing Commissions Reserve.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on Schedule 2.6(a) (the each, a "DEPOSIT ACCOUNTCash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Prepaid Rent Funds (amounts owed by them directly to the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT"post office box set forth on Schedule 2.6(a) from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreementattached hereto, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrower, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as agent or bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to Lender's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.6(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Lender and Lender shall have no liability for any loss resulting from consented in writing in advance to the investments opening of funds in such Cash Management Account with the Accounts that are invested in Permitted Investments prospective Cash Management Bank, and no (ii) prior to the time of the opening of such loss Cash Management Account, Borrower and such prospective Cash Management Bank shall affect Borrower's obligations have executed and delivered to pay the Debt or to make the deposits required under ARTICLE IX hereofLender a Cash Management Agreement. Borrower shall report on close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within thirty (30) days of notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within sixty (60) days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to have granted a Lien to Lender. (e) Borrower shall establish and maintain a payroll account, which shall be separate from all other bank accounts of Borrower, which shall be the source of payment for all payroll and like compensation to Borrower's employees, from which Borrower shall pay all federal, state and local income tax reports all interest or income accrued on funds municipal taxes and impositions due in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms respect of this Agreement and the Cash Management Agreementwages.

Cash Management. On or before the Closing Date, Borrower (a) Borrowers shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the each a "DEPOSIT ACCOUNTCash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrowers, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as agent or bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Lender and Lender shall have no liability for any loss resulting from the investments of funds consented in the Accounts that are invested writing in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement advance to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the opening of such Cash Management Account which constitutewith the prospective Cash Management Bank, respectivelyand (ii) prior to the time of the opening of such Cash Management Account, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount Borrowers and such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. Borrowers shall close any of their Cash Management Accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank issuing such Cash Management Accounts is no longer acceptable in Lender's Permitted Discretion, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's Permitted Discretion. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers are hereby deemed to have granted a Lien to Lender.

Cash Management. On or before the Closing Date, Borrower shall establish in accordance covenants and agrees that it will comply with the following terms and provisions of the Cash Management Agreement conditions: (ia) Borrower has established account no. 7527818464 maintained with Deposit Bank an account for the deposit of all Rents Lender (the "DEPOSIT ACCOUNT"“Collection Account”), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower which Collection Account shall be entitled to withdraw monies for uses permitted under this Credit Agreement the sole and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each exclusive control of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereofLender. Borrower shall report on its federalexecute with Lender a deposit account control agreement for the Collection Account in form and substance acceptable to Lender. Borrower hereby authorizes Lender to automatically debit the Collection Account for the payment of any amounts due hereunder, state or under the Mortgage, or under any other Loan Documents, and local income tax reports Borrower hereby agrees that it will have no right to withdraw funds from, or otherwise give instructions with respect to, the Collection Account. Borrower shall notify Operator and each other Account Debtor that all interest or income accrued on funds in the Accounts. Any reference in this Agreement Rents, additional rent and all other amounts payable to Borrower with respect to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer Healthcare Facility pursuant to the Operating Lease or any other agreement with respect to the Healthcare Facility, or any other Accounts owing to Sponsor, must be wired or deposited directly into the Collection Account. Absent the occurrence and continuance of an Event of Default, on each Payment Date, Lender shall apply all funds on deposit in the Cash Management Collection Account which constituteat such time as follows: First, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums to pay any Expenses or indemnities then due to Lender under the Loan Documents, until paid in full; Second, to pay any fees or premiums then due to Lender under the Loan Documents, until paid in full; Third, to pay the accrued but unpaid interest payment due on such date under Section 2.3(a), as calculated until paid in full; Fourth, to pay the Amortization Payment due on such date under Section 2.3(b), until paid in full; Fifth, to pay the amounts owing on such date with respect to the Tax and determined by Lender or ServicerInsurance Account and Capital Replacement Reserve, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with Sections 3.4 and 3.5, until paid in full; Sixth, to pay any other Obligations then due and owing under the Loan Documents, until paid in full; and Seventh, all remaining funds in the Collection Account on the third (3rd) Business Day after each Payment Date shall be transferred by Lender to the Operating Account. (b) Borrower has established account no. 7527818456 maintained with Lender (the “Operating Account”). Until the occurrence of an Event of Default, Borrower may give instructions regarding the disposition of funds in the Operating Account for any purpose not prohibited by the terms and conditions of this Agreement or the other Loan Documents. (c) In the event that Borrower receives any Collections that should have been sent to the Collection Account, Borrower shall promptly upon receipt (and in any event within three (3) Business Day of receipt) forward such Collections directly to the Collection Account in the form received, and promptly notify Lender of such event. (d) Borrower will not (i) withdraw any amounts from the Collection Account, nor (ii) change the procedures or sweep instructions under the agreements governing the Collection Account and related accounts. Borrower shall use its commercially reasonable efforts to cause Operator to cooperate with Lender in the identification and reconciliation of all amounts received in or required to be deposited into the Collection Account. (e) Borrower agrees that all payments made to the Collection Account or otherwise received by Lender, whether in respect of the Rents or as proceeds of other Collateral or otherwise, and all amounts on deposit in the Operating Account, the Collection Account or any other deposit accounts of the Credit Parties maintained with Lender, may be applied on account of the Obligations at the discretion of Lender after the occurrence of an Event of Default. (f) The Net Proceeds from any Asset Disposition and, subject to the terms of this Agreement and Agreement, any proceeds of insurance or condemnation awards paid in respect of any Casualty Loss, in each case with respect to any property or assets of Borrower, will be paid directly into the Cash Management AgreementCasualty/Condemnation Account of the Collection Account.

Cash Management. On or before (a) Buyer will pay Rockwell Ohio, on behalf of Seller and the RA Sub Sellers (by wire transfer of immediately available U.S. dollars to the Rockwell Ohio Bank Account), within three business days after the Closing Date, Borrower shall establish in accordance with an amount equal to the terms and provisions sum of the Cash Management Agreement (i) with Deposit Bank an account for all cash balances in the deposit bank accounts of all Rents the Acquired Companies (without deducting from such balances the "DEPOSIT ACCOUNT")amounts of any outstanding checks or electronic fund transfers) as of the Effective Time, the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) with Agent an account into which all balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each contained as of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under Effective Time in xxxxx cash locations of any of the Loan Documents Acquired Companies, (iii) the "DEBT SERVICE ACCOUNT"dollar value of travelers checks as of the Effective Time at locations of any of the Acquired Companies and (iv) the amount of all checks and wire transfers received by any of the Acquired Companies prior to the Effective Time which were not deposited in bank accounts of any of the Acquired Companies prior to the Effective Time or which were so deposited but are not reflected as cash on deposit in any bank accounts of the Acquired Companies as of or prior to the Effective Time. All payments by Buyer to Seller pursuant to this Section 8.8(a) in respect of amounts denominated in any currency other than U.S. dollars shall be converted to U.S. dollars based on the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the Closing Date. (b) The following provisions are intended to implement the parties’ agreement that (x) Seller will be liable for payment of all checks relating to the Acquired Companies that are outstanding as of the Effective Time and presented for payment after the Effective Time in disbursement (but not payroll) accounts of Seller or any of its Affiliates (other than the Acquired Companies) and (y) Buyer will be liable for payment of all checks relating to the Acquired Companies that are presented for payment after the Effective Time in (1) any accounts of the Acquired Companies or (2) payroll accounts of Seller or any of its Affiliates (other than the Acquired Companies): (i) Within three business days after Seller’s request, Buyer will reimburse Seller (by wire transfer of immediately available U.S. dollars to the Rockwell Ohio Bank Account) for all amounts funded by Seller or any Affiliate of Seller in respect of checks relating to the Acquired Companies that are presented for payment after the Effective Time in payroll accounts of Seller or any of its Affiliates (other than the Acquired Companies). All of the Accounts shall Seller will not be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for required to issue any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt checks or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement any electronic fund transfers relating to the "TAX ACCOUNT," Acquired Companies on any disbursement or payroll accounts of Seller or any of its Affiliates after the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer Effective Time. (ii) Seller will fund all amounts in respect of checks relating to the Acquired Companies that are outstanding as of the Effective Time and presented for payment after the Effective Time in disbursement (but not payroll) accounts of Seller or any of its Affiliates (other than the Acquired Companies). (iii) Buyer will, or will cause the Acquired Companies to, fund all amounts in respect of checks that are presented for payment after the Effective Time in all accounts of the Acquired Companies. (c) Seller will, and will cause its Affiliates to, promptly pay to Buyer (by wire transfer of immediately available funds on deposit to the Buyer Bank Account) the amount of any customer payments in respect of accounts receivable owed to any of the Cash Management Account which constituteAcquired Companies received by Seller or any of its Affiliates after the Effective Time, respectivelywhether received in lock boxes, via wire transfer or otherwise. (d) Buyer will, and will cause its Affiliates (including the Tax FundsAcquired Companies) to, Insurance Premium Fundspromptly pay to Seller (by wire transfer of immediately available funds to the Rockwell Ohio Bank Account) the amount of any customer payments in respect of accounts receivable owed to Seller or any of its Affiliates (other than those owed to any of the Acquired Companies) received by Buyer or any of its Affiliates (including the Acquired Companies) after the Effective Time, Ordinary Capital Expenditure Fundswhether received in lock boxes, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender via wire transfer or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreementotherwise.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions shall cause each of the Cash Management Agreement its Subsidiaries to, or shall cause Servicer to, (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Agent at one or more of the deposit of all Rents banks set forth on Schedule 2.6(a) (the "DEPOSIT ACCOUNT"each, a “Cash Management Bank”), including without limitation, the Prepaid Rent Funds Collection Account Bank, and shall request in writing and otherwise take such reasonable steps to ensure that all of Borrower’s and its Subsidiaries’ Account Debtors (and third party payors in the "PREPAID RENT ACCOUNT"), an operating account (case of Account Debtors with governmental and institutional payors or related administrative or paying agents under the "OPERATING ACCOUNT"Note Receivable Documents) from which, provided no Event forward payment of Default shall have occurred, Borrower shall be entitled the amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the Cash Management AgreementCollection Account, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections received in good funds (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into the Collection Account, (iii) cause all payments for each sale or other disposition of one or more Notes Receivable or payment in full of one or more Notes Receivable in connection with the refinancing of such Note Receivable or the sale and release of the collateral securing such Note Receivable to be made by the escrow company, title insurance company or refinancing lender or purchaser directly to the Collection Account by wire transfer or check drawn on the account of such escrow company or title insurance company or by cashier’s check, and (iv) until such time as the Collection Account or an account in Agent’s name for receipt of Collections (each a “Cash Management Account”) is established, forward or cause to be forwarded no later than the first Business Day after the date of receipt thereof, all of their Collections to Agent’s Account. Borrower shall, or shall cause Servicer to, request in writing and otherwise take such reasonable steps to ensure that all of Borrower’s and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them to Borrower directly (or indirectly, including through a related administrative or paying agent under the Note Receivable Documents) to a Cash Management Account. Borrower covenants that no Collections made in respect of Borrower shall be commingled with Horizon’s, Servicer’s or any other Person’s deposits, other than in accounts for which the Borrower or another Person is the servicer, administrative or paying agent or other agent for another Person, including the Borrower. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance acceptable to Agent in its Permitted Discretion. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it will forward, by an account into which balances held automatic daily sweep, all amounts in the Deposit applicable Cash Management Account will to the deposit account of Agent designated in such Cash Management Agreement. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.6(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be swept reasonably satisfactory to Agent and Agent shall have consented in writing in advance to the establishment of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the "CASH MANAGEMENT ACCOUNT"time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and separate accounts for each of the Tax Funds such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (the "TAX ACCOUNT")or its Subsidiaries, Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"as applicable) and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the Loan Documents foregoing sentence) promptly and in any event within thirty (30) days of notice from Agent that the "DEBT SERVICE ACCOUNT"). All creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within sixty (60) days of notice from Agent that the Accounts shall be held and maintainedoperating performance, invested and governed by the terms funds transfer, or availability procedures or performance of the Cash Management Agreement. Lender Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall have no liability for be cash collateral accounts subject to Control Agreements, and Borrower hereby grants a Lien in all Cash Management Accounts to Agent to secure payment of the Obligations. (e) Notwithstanding anything to the contrary contained herein or in any loss resulting from other Loan Document, the investments of funds in Borrower may use an administrative or paying agent to service its Notes Receivable, and the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on and/or its federalSubsidiaries' representations, state warrants and local income tax reports all interest or income accrued on funds in the Accounts. Any reference covenants hereunder (including, without limitation, those set forth in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," Section 2.6) shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined be satisfied if made or completed by Lender such administrative or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreementpaying agent.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on SCHEDULE 2.7(a) (the each, a "DEPOSIT ACCOUNTCash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrower, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as agent or bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend SCHEDULE 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Lender and Lender shall have no liability for any loss resulting from consented in writing in advance to the investments opening of funds in such Cash Management Account with the Accounts that are invested in Permitted Investments prospective Cash Management Bank, and no (ii) prior to the time of the opening of such loss Cash Management Account, Borrower and such prospective Cash Management Bank shall affect Borrower's obligations have executed and delivered to pay the Debt or to make the deposits required under ARTICLE IX hereofLender a Cash Management Agreement. Borrower shall report on close any of its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount Accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to have granted a Lien to Lender.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions shall cause each of the Cash Management Agreement its Subsidiaries to (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Borrower at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the each, a "DEPOSIT ACCOUNTCash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries' Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. If, notwithstanding the provisions of this Section 2.7, Borrower receives or otherwise has dominion over or control of any Collections, Borrower shall hold such Collections in trust for Lender and shall not commingle such Collections with any of Borrower's other funds or deposit such Collections in any account of Borrower except as instructed by Lender. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrower, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as agent or bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender's Account. (c) Borrower shall establish and maintain Credit Card Agreements with Lender and each Credit Card Processor. Each such Credit Card Agreement shall provide, among other things, that each such Credit Card Processor shall transfer all proceeds of credit card charges for sales by Borrower received by it (or other amounts payable by such Credit Card Processor) into a designated Cash Management Account on a daily basis. Borrower shall not change any direction or designation set forth in the Credit Card Agreements regarding payment of charges without the prior written consent of Lender. (d) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Lender and Lender shall have no liability for any loss resulting from the investments of funds consented in the Accounts that are invested writing in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement advance to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the opening of such Cash Management Account which constitutewith the prospective Cash Management Bank, respectivelyand (ii) prior to the time of the opening of such Cash Management Account, the Tax FundsBorrower (or its Subsidiary, Insurance Premium Fundsas applicable) and such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. Borrower (or its Subsidiaries, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount as applicable) shall close any of its Cash Management Accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's reasonable judgment. (e) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower hereby grants a Lien to Lender.

Cash Management. On or before From and after the Closing Date, Date Borrower shall establish in accordance with direct all tenants, pursuant to a Tenant Direction Notice, to transmit rents directly to the terms Lockbox for deposit into the Clearing Account. Any rents received directly by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Unless a Cash Sweep Period is continuing, funds deposited into the Clearing Account shall be swept on a daily basis into the Operating Account. Upon the occurrence of a Cash Sweep Period and provisions of the until a Cash Management Agreement Sweep Cure has occurred, (i) with Deposit Bank an account for a portion of the deposit of all Rents (funds in the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from whichClearing Account shall, provided no Event of Default has occurred and is continuing, be transferred (each an “Operating Expense Transfer”) to the Operating Account in amounts consistent with Administrative Agent-approved budgets or as otherwise approved by Administrative Agent in writing, which approval shall have occurrednot be unreasonably withheld, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreementconditioned, and or delayed, (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts remaining funds shall be held as additional cash collateral (“Sweep Collateral”) for the Loan. Administrative Agent shall endeavor to complete such Operating Expense Transfers within five (5) Business Days following Borrower’s request and maintainedAdministrative Agent’s approval of such transfer; provided, invested however, such transfers shall not be made more than once per calendar month. Following the occurrence of a Cash Sweep Period, upon the occurrence of a Cash Sweep Cure, funds deposited into the Clearing Account (excluding any existing Sweep Collateral) shall again be swept on a daily basis into the Operating Account. If a Cash Sweep Period has commenced and governed by a Cash Sweep Cure has not occurred within 180 days after the commencement of such Cash Sweep Period, Borrower shall, within ten (10) Business Days thereafter, pay to Administrative Agent for the benefit of the Lenders, as a principal payment of the Loan, or deposit with Administrative Agent additional Sweep Collateral in an amount, which when added to the existing Sweep Collateral would be sufficient, if applied to the reduction in principal of the Loan, to have caused the Debt Service Coverage Ratio to be equal to or greater than 1.35:1.00 (for purpose of clarity, any such deposit shall not in itself constitute a Cash Sweep Cure and Borrower must satisfy the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds set forth in the Accounts that are invested in Permitted Investments and no definition of Cash Sweep Cure for such loss shall affect Borrower's obligations cure to pay the Debt or to make the deposits required under ARTICLE IX hereofbe effective). Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," The Sweep Collateral shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined held by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account Administrative Agent until such time as they are withdrawn a Cash Sweep Collateral Release has occurred after which time Administrative Agent shall promptly disburse all Sweep Collateral then held by Administrative Agent to Borrower. If a Cash Sweep Period has commenced and thereafter a Cash Sweep Collateral Release has not occurred within 360 days after the commencement of such Cash Sweep Period, Borrower shall, within ten (10) Business Days thereafter, pay to Administrative Agent for the purposes for benefit of the Lenders, as a principal payment of the Loan, an amount, which they were intended when added to the existing Sweep Collateral would be sufficient, if applied to the reduction in accordance with principal of the terms Loan, to have caused the Debt Service Coverage Ratio to be equal to or greater than 1.35:1.00. Administrative Agent shall thereafter apply all Sweep Collateral in repayment of this Agreement and principal of the Cash Management AgreementLoan.

Cash Management. On or before the Closing Date, Borrower (a) Borrowers shall establish in accordance with the terms and provisions shall cause each of the Cash Management Agreement their Domestic Subsidiaries to (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the each a "DEPOSIT ACCOUNTCash Management Bank"), and shall request in writing and otherwise take such reasonable steps to direct that all of their and their Domestic Subsidiaries' Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or direct each applicable Cash Management Bank to deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrowers, in form and substance acceptable to Lender in the exercise of its Permitted Discretion. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank on behalf of Lender as bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Lender in the exercise of its Permitted Discretion and Lender shall have no liability for any loss resulting from the investments of funds consented in writing (which consent will not, in the Accounts that are invested exercise of Lender's Permitted Discretion, be withheld, delayed or conditioned) in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement advance to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the opening of such Cash Management Account which constitutewith the prospective Cash Management Bank, respectivelyand (ii) prior to the time of the opening of such Cash Management Account, the Tax Fundsa Borrower or a Domestic Subsidiary of a Borrower, Insurance Premium Fundsas applicable, Ordinary Capital Expenditure Fundsand such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. A Borrower or a Domestic Subsidiary of a Borrower, Capital Improvement Fundsas applicable, the Prepaid Rent Funds, Monthly Debt Service Payment Amount shall close any of their Cash Management Accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers hereby gxxxx x Xxxx to Lender.

Cash Management. On or before the Closing Date, (1) Each Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for the deposit of cause all Rents (from each Individual Property to be deposited into the "DEPOSIT ACCOUNT"), applicable Lockbox Account pursuant to the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit applicable Lockbox Agreement and the Cash Management Agreement, and each Borrower shall, and, if there is a Manager, shall cause the Manager, to, (iia) with Agent an account into deliver written instructions (which balances held instructions may be contained in the Deposit applicable Lease and which instructions shall be irrevocable by Borrowers), unless Administrative Agent shall have otherwise agreed, until Borrowers’ obligations with respect to the Loans have been satisfied, to all tenants under Leases (but not including Seasonal Leases) to deliver (or cause to be deposited) all Rents or other revenue payable thereunder or otherwise derived from each Individual Property directly to the applicable Lockbox Account (to the extent that any such tenants have already been directed to so deliver their respective Rents, no further instructions will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"required), Insurance Premium Funds and (b) deposit all amounts received by any Borrower or by the "INSURANCE PREMIUM ACCOUNT"Manager, if applicable, on the applicable Borrower’s behalf, constituting Rents or other revenue of any kind from the applicable Individual Property into the applicable Lockbox Account within two (2) Business Days after receipt thereof (including Rents under Seasonal Leases). Administrative Agent shall have the sole dominion and control over each Lockbox Account and, subject to Section 2.7(2), no Borrower shall have any right to make any withdrawals therefrom. (2) Prior to the Ordinary Capital Expenditure Funds occurrence of, and after the cure or cessation of, a Trigger Event (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"of which such occurrence, cure or cessation Administrative Agent shall provide written notice to Lockbox Bank, Cash Management Bank and Borrowers), the Capital Improvement Funds funds in each Lockbox Account shall be transferred on each Business Day (the "CAPITAL IMPROVEMENT ACCOUNT"or with such other frequency as may be selected by Borrowers) to property-level accounts designated, owned and controlled by each respective Borrower, specified by Borrowers to Administrative Agent (each, an “Operating Account”), from which the Prepaid Rent Funds applicable Borrower will pay all expenses relating to the applicable Individual Property; provided, however, that upon the occurrence and during the continuance of a Trigger Event (of which Administrative Agent shall provide notice in writing to Borrowers), all funds in each Lockbox Account shall, on each Business Day, be transferred to the "PREPAID RENT ACCOUNT") Cash Management Account and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by disbursed in accordance with the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from . (3) Notwithstanding anything to the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference contrary contained in this Agreement or the other Loan Documents, provided the Loan has not been accelerated, Borrowers’ obligations with respect to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," monthly payment of interest and principal (if any) and the "DEBT SERVICE ACCOUNT," deposits to be made into the Security Accounts and any other payment due pursuant to this Agreement or any other Loan Document shall be deemed to refer satisfied to the funds on deposit extent (i) sufficient amounts are deposited in the Cash Management Account which constituteAccount, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under ii) such amounts are not required by the Loan Documents), as calculated Documents to be used or held for any other purpose and determined by Lender or Servicer, it being understood that the foregoing funds (iii) such amounts are unconditionally available to remain in and be commingled with each other in the Cash Management Account until Administrative Agent to satisfy such time as they are withdrawn for the purposes for which they were intended obligations in accordance with the terms of this Agreement and Section 4.1(d) of the Cash Management AgreementAgreement on the date each such payment is required. (4) The insufficiency of funds on deposit in the Lockbox Accounts or any Security Account (or any sub‑account thereunder) shall not absolve any Borrower of the obligation to make any payments as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Cash Management. (i) Borrowers shall maintain, at their sole expense, the following accounts and facilities, which Borrowers hereby represent are in existence as of the Closing Date: (A) deposit accounts set forth on Schedule 7.12(a), and, upon request of the Administrative Agent, certain other lockbox facilities, into which all payments and collections of all Accounts of each Borrower received by direct electronic funds transfer, check, credit card, draft or other similar means from any Account Debtor (including but not limited to Medicaid, Medicare or TRICARE) or any other Person, shall be directed (collectively, “Facility Lockbox Accounts” and the banks at which such Facility Lockbox Accounts are maintained, “Facility Depository Banks”). Any payment or collection on the Accounts of any Borrower not deposited in a Facility Lockbox Account shall be held in trust for the benefit of Lenders and deposited immediately by the Borrower receiving such payment into a Facility Lockbox Account. To the extent Account Debtors do not already deposit accounts receivable therein, each Borrower shall direct its respective Account Debtors to make payment on its Accounts into a Facility Lockbox Account. The funds on deposit in each such Facility Lockbox Account shall be transferred on each Business Day, to a Concentration Account pursuant to a standing order with the Facility Depository Bank. No standing orders may be modified or terminated without 30 days prior written notice from Borrowers to Administrative Agent, or such shorter time as Administrative Agent may agree. No Facility Lockbox Account shall be moved or closed without the consent of Administrative Agent. Each Facility Lockbox Account, the Facility Depository Bank in which such Lockbox Account is held, its address and the respective contact person together with the account name and number is identified on Schedule 7.11. (B) those certain Controlled Deposit Accounts (the “Concentration Accounts,” which, as of the Closing Date, are accounts number 00000000 with Citibank and 2000060110734 with Xxxxx Fargo, and the banks at which the Concentration Accounts are maintained, the “Concentration Account Collecting Banks,” which are, as of the Closing Date, Citibank and Bank of America) into which (i) collections of Accounts paid to Facility Lockbox Accounts are concentrated and/or deposited by automatic electronic funds transfer on each Business Day, from each and every Facility Lockbox Account, and (ii) any Net Cash Proceeds shall be deposited. The Concentration Accounts shall not be moved or closed without the consent of Administrative Agent. The Concentration Accounts, the Concentration Account Collecting Banks, their respective addresses and contact persons together with the account names and numbers are specifically identified on Schedule 7.11. (C) that certain Controlled Deposit Account (the “Disbursement Operating Account,” which, as of the Closing Date, is account number 00000000, and the bank at which the Disbursement Operating Account is maintained, the “Disbursement Operating Account Collecting Bank,” which, as of the Closing Date, is Citibank) into which amounts may be deposited from the Concentration Accounts. The Disbursement Operating Account shall not be moved or closed without the consent of Administrative Agent. The Disbursement Operating Account, the Disbursement Operating Account Collecting Bank, its address and the respective contact person together with the account name and number is specifically identified on Schedule 7.11. (D) other deposit accounts in the name of one or more Loan Party or any Subsidiary of any Loan Party (excluding (x) the HUD Sub-Facility Entities during all times the HUD Sub-Facility Credit Agreement is in effect and (y) the Skilled HUD RE Entities during all times the applicable Skilled HUD RE Credit Documents are in effect) and in which proceeds of Term Loan Collateral may be deposited from time to time (collectively, the “Unrestricted Accounts” and the bank at which any Unrestricted Account is maintained, the “Unrestricted Account Collecting Bank”), which accounts (i) at any time that there shall be any outstanding Revolving Loans or Swing Loans, shall not collectively have an aggregate credit balance greater than $30,000,000, plus the aggregate amount of any drawn or committed but unpaid drafts, ACH or EFT transactions then outstanding as of the date on which there shall be any advance consisting of a Revolving Loan or a Swing Loan, or (ii) shall be zero balance accounts that have a $0 balance at the end of each Business Day. Administrative Agent reserves the right, upon a Default or Event of Default, to require that Loan Parties execute and deliver Control Agreements with respect to one or more Unrestricted Accounts. (E) a subaccount of the Concentration Account for each Subsidiary of GHLLC that does not become a Borrower pursuant to Section 7.10, from which subaccount amounts may be deposited in the Concentration Account. (ii) No credit support shall be provided to any Person except through an Unrestricted Account or issuance of a Letter of Credit under this Agreement. No Loan Party shall have any interest in a deposit account (other than an Unrestricted Account) that is shared with any other Person that is not a Loan Party. Loan Parties shall ensure that no payment or collections of any amounts due to any Person other than a Borrower are deposited into any of the foregoing deposit accounts, or if so deposited, is forwarded to such other Person as soon as reasonably practicable and shall not comingle any such funds with the funds of the Loan Parties. (iii) Loan Parties shall not permit any Facility Depository Bank, Unrestricted Account Collecting Bank, or a Concentration Account Collecting Bank to be a Lender hereunder unless such bank shall waive or subordinate any and all of its rights to offset (unless otherwise prohibited by the CMS Bulletin (as defined below), such waiver or subordination of its rights to offset shall exclude its right to offset, (A) in respect of customary offsets for returned items and ordinary course fees and charges by such bank in accordance with its standard schedule of such fees and charges in effect from time to time for all deposit accounts (which customary fees and charges shall in no event include overdraft protection, credit or debit cards or other similar treasury services) and (B) in respect of the Obligations (excluding Cash Management Obligations) for all deposit accounts other than Government Receivables Deposit Accounts) against each deposit account pursuant to a Control Agreement (or other similar agreement) acceptable to Administrative Agent in its sole discretion. Each Lender that is a Facility Depository Bank, Unrestricted Account Collecting Bank, or a Concentration Account Collecting Bank, hereby waives all of its right to offset the Obligations (other than in respect of customary offsets for returned items and ordinary course fees and charges by such bank in accordance with its standard schedule of fees and charges in effect from time to time to the extent permitted by the CMS Bulletin) against each Government Receivables Deposit Account of a Loan Party maintained by such Lender to the extent necessary to comply with the requirements of the CMS Bulletin. (iv) Loan Parties shall ensure that (A) each Facility Depository Bank, each Unrestricted Account Collecting Bank and the Concentration Account Collecting Bank complies with all requirements of the Department of Health and Human Services Centers for Medicare & Medicaid Services (CMS) Manual System Pub. 100-4 Transmittal 213 (including change request 3079) and any replacement, change or update thereto (the “CMS Bulletin”) and (B) other than with respect to the Facility Lockbox Account/Government Receivables Deposit Account, account number 5801076067 held by SunDance Rehabilitation Corporation (for deposits relating to SunDance Rehab) at Bank of America, N.A, no funds other than proceeds from Medicaid, Medicare, TRICARE and other state or federal healthcare payor programs are deposited in Government Receivables Deposit Accounts designated for the purpose of receiving such proceeds. No Loan Party shall withdraw or otherwise transfer funds from any Facility Lockbox Account or Government Receivables Deposit Account other than pursuant to the standing sweep instructions transferring such funds to the Concentration Account. (v) On or before the Closing Date (or, if not required by Administrative Agent on the Closing Date, at the time appointed therefor after the Closing Date, including upon the formation or acquisition of a new entity that is to become a Borrower pursuant to the requirements of Section 7.10), each Borrower shall establish have executed the following: (A) A Control Agreement (1) with each Facility Depository Bank, with respect to each Facility Lockbox Account that is not a Government Receivables Deposit Account, (2) with each Concentration Account Collecting Bank, with respect to the Concentration Account, and (3) with the Disbursement Operating Account Collecting Bank, with respect to each Disbursement Operating Account, in each case, pursuant to which Borrowers shall have access to the funds in such Facility Lockbox Account, the Concentration Account and the Disbursement Operating Account, provided that immediately upon the occurrence and during continuance of any Sweep Event, at the option of Administrative Agent, no Borrower shall have access to the funds in such Facility Lockbox Account, the Concentration Account and the Disbursement Operating Account and all funds shall be transferred on a daily basis from such Facility Lockbox Account, the Concentration Account and the Disbursement Operating Account to the Agent Collection Account (as defined below). No Control Agreement may be modified without Administrative Agent’s prior written consent. (B) An agreement (each a “Facility Lockbox Agreement”) with each Facility Depository Bank with respect to each Facility Lockbox Account that is a Government Receivables Deposit Account, pursuant to which such bank agrees to provide certain information to Administrative Agent regarding each such Facility Lockbox Account and to maintain each such Facility Lockbox Account in accordance with the terms and provisions of requirements thereof, including with respect to each such Facility Lockbox Account the Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT")transfer by electronic funds transfer no more than daily, the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in therein to the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and Concentration Accounts. No Facility Lockbox Agreement may be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreementmodified without Administrative Agent’s prior written consent.

Cash Management. On or before the Closing Date, Borrower (a) Borrowers shall establish in accordance with the terms and provisions shall cause each of the Cash Management Agreement their Domestic Subsidiaries to (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the each a "DEPOSIT ACCOUNTCash Management Bank"), and shall request in writing and otherwise take such reasonable steps to direct that all of their and their Domestic Subsidiaries' Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or direct each applicable Cash Management Bank to deposit promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrowers, in form and substance acceptable to Lender in the exercise of its Permitted Discretion. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank on behalf of Lender shall have as bailee-in-possession for Lender, (ii) the Cash Management Bank has no liability rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for any loss payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) from and after the first Advance under the Revolving Credit Facility resulting from a request for a Borrowing for purposes other than payment of Lender Expenses that have been outstanding and unpaid for less than thirty (30) days, the investments of funds Cash Management Bank will immediately forward by daily sweep all amounts in the Accounts applicable Cash Management Account to the Lender's Account; the parties intending that are invested in Permitted Investments and no such loss shall affect Borrower's obligations requests for Borrowings solely to pay Lender Expenses, prior to other Advances under the Debt or to make Revolving Credit Facility, will not trigger the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit daily sweep of amounts in the Cash Management Account which constituteAccounts, respectivelyunless the Lender Expenses have remained unpaid for thirty (30) days after the due date thereof. (c) So long as no Default or Event of Default has occurred and is continuing, the Tax FundsAdministrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank; provided, Insurance Premium Fundshowever, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount that (and other sums due under the Loan Documents), as calculated and determined by i) such prospective Cash Management Bank shall be satisfactory to Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the exercise of its Permitted Discretion and Lender shall have consented in writing (which consent will not, in the exercise of Lender's Permitted Discretion, be withheld, delayed or conditioned) in advance to the opening of a Cash Management Account until with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such time Cash Management Account, a Borrower or a Domestic Subsidiary of a Borrower, as they are withdrawn for the purposes for which they were intended applicable, and such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. A Borrower or a Domestic Subsidiary of a Borrower, as applicable, shall close any of their Cash Management Accounts (and establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers hereby gxxxx x Xxxx to Lender.

Cash Management. On or before the Closing Date, Borrower (a) GCI shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an establish and maintain a concentration account for in the deposit name of all Rents Agent (the "DEPOSIT ACCOUNTGCI Concentration Account"), ) at the Prepaid Rent Funds bank which shall be designated as the concentration account bank for GCI and GCS on Schedule 2.7(a) (the "PREPAID RENT ACCOUNTGCI Concentration Account Bank"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections, including cash, credit card sales drafts, credit card sales or change slips or receipts, checks, drafts and all forms of daily store receipts or other similar items of payment into the GCI Concentration Account. The GCI Concentration Account Bank shall be satisfactory to the Agent in the exercise of its Permitted Discretion. (b) GCS shall deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections, including cash, credit card sales drafts, credit card sales or change slips or receipts, checks, drafts and all forms of daily store receipts or other similar items of payment into either the GCI Concentration Account or other bank accounts in GCS's name (each a "GCS Collection Account" and, collectively, the "GCS Collection Accounts") at banks other than the GCI Concentration Account Bank as set forth on Schedule 2.7(b) (each a "GCS Collection Account Bank" and, collectively, the "GCS Collection Account Banks"). GCS further agrees that with respect to each bank at which a GCS Collection Account is located, GCS shall require each such bank to forward immediately by daily sweep all amounts in each GCS Collection Account into the GCI Concentration Account, provided, however, up to $30,000 may be retained and not swept daily in each GCS Collection Account which is established and maintained at a GCS Collection Account Bank. All GCS Collection Account Banks shall be satisfactory to the Agent in the exercise of its Permitted Discretion. (c) MFI shall (i) establish and maintain an account into which balances held in the Deposit Account will be swept name of Agent (the "CASH MANAGEMENT ACCOUNTMFI Concentration Account") and separate accounts for each of at the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts bank which shall be held and maintained, invested and governed by designated as the terms of the Cash Management Agreement. Lender shall have no liability deposit account bank for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report MFI on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreement.Schedule 2.7

Cash Management. On (a) Borrower shall (i) establish on or before the Closing Date, Borrower shall establish in accordance with the Date and maintain thereafter cash management services of a type and on terms and provisions satisfactory to Lender at one or more of the banks set forth on Schedule 2.7(a) (each a "Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNTBank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an on and after the Closing Date, deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish on or before the Closing Date and maintain thereafter Cash Management Agreements with Lender and Borrower, in form and substance acceptable to Lender and Borrower. Each such Cash Management Agreement shall provide, among other things, that from and after receipt of written notice from Lender (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as Lender or bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender's Account. Anything contained herein to the contrary notwithstanding, Lender agrees that it shall not provide the above-described notice to the Cash Management Bank unless and until a Triggering Event has occurred. Once the Triggering Event has occurred, Lender shall be free to exercise its right to issue such notice and the subsequent elimination of the subject Triggering Event shall not eliminate the effectiveness of such notice. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Lender and Lender shall have no liability for any loss resulting from consented in writing in advance to the investments opening of funds in such Cash Management Account with the Accounts that are invested in Permitted Investments prospective Cash Management Bank, and no (ii) prior to the time of the opening of such loss Cash Management Account, Borrower and such prospective Cash Management Bank shall affect Borrower's obligations have executed and delivered to pay the Debt or to make the deposits required under ARTICLE IX hereofLender a Cash Management Agreement. Borrower shall report on close any of its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount Accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's Permitted Discretion, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's Permitted Discretion. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to have granted a Lien to Lender.

Cash Management. (a) Borrowers shall and shall cause each of their Significant Subsidiaries to (i) establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the banks set forth on Schedule 2.7(a) (each a "Cash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of their and their Significant Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank for deposit into a cash management account (each a "Cash Management Account") and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrowers or their Significant Subsidiaries) into such Cash Management Account. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrowers, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Lender directing the disposition of the funds in such Cash Management Account without further consent by Borrowers or their Significant Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) so long as (A) a Default shall have occurred and be continuing or (B) outstanding Advances are greater than $1,000,000 (any such event referred to in clauses (A) and (B) is hereinafter called a "Cash Management Event"), then one Business Day after the Lender has notified the Borrower, each Cash Management Bank will forward, by daily sweep, all amounts in the applicable Cash Management Account to the Lender's Account, and in all other cases such funds shall be swept on a regular basis from the applicable Cash Management Account to a Deposit Account pursuant to which the Lender has a Control Agreement as required by Section 6.12 hereof. The right of the Lender under this Section 2.7(b) to instruct each Cash Management Bank to sweep to the Lender's Account shall remain effective at all times during the occurrence and continuance of a Cash Management Event and thereafter for a period of 30 days following the date on which the Cash Management Event has been cured by the Borrower (the period from commencement of the Cash Management Event to the end of such 30 day period in which the Cash Management Event has been cured is hereinafter called a "Cash Management Period"). On or before the Closing DateBusiness Day after the last day of a Cash Management Period, the Lender shall (i) by written notice to such Cash Management Bank effective as of such Business Day, withdraw the instruction to such Cash Management Bank and instruct such Cash Management Bank to resume sweeping amounts from the applicable Cash Management Account to such Deposit Account pursuant to which the Lender has a Control Agreement as required by Section 6.12 hereof. The Administrative Borrower shall establish may make one request of the Lender in accordance with the terms and provisions of a consecutive 12-month period to deactivate the Cash Management Agreement Period. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) with Deposit such prospective Cash Management Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled reasonably satisfactory to withdraw monies for uses permitted under this Credit Agreement and the Cash Management AgreementLender, and (ii) with Agent an account into which balances held in prior to the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each time of the Tax Funds opening of such Cash Management Account, a Borrower or its Significant Subsidiary, as applicable, and such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. Borrowers (the "TAX ACCOUNT"or their Significant Subsidiaries, as applicable), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under shall close any of their Cash Management Accounts (and establish replacement cash management accounts in accordance with the Loan Documents (foregoing sentence) promptly and in any event within 30 days of notice from Lender that the "DEBT SERVICE ACCOUNT"). All creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the Accounts shall be held and maintainedoperating performance, invested and governed by the terms funds transfer, or availability procedures or performance of the Cash Management Agreement. Lender shall have Bank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no liability for any loss resulting from the investments of funds longer acceptable in the Lender's reasonable judgment. (d) The Cash Management Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed cash collateral accounts subject to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementControl Agreements.

Cash Management. On or before As part of the cash management program of the Company, the Company maintains disbursement checking accounts (the "Disbursement Accounts") from which checks and drafts in respect of the Business are drawn and are funded by the Company. No later than one Business Day prior to the Closing Date, Borrower the Company shall establish in accordance with deliver to the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents Purchaser a written estimate (the "DEPOSIT ACCOUNTEstimated Overdraft"), ) of the Prepaid Rent Funds checks and drafts in respect of the Business that will have been written on the Disbursement Accounts but not presented for payment as of the close of business on the day immediately preceding the Closing Date (the "PREPAID RENT ACCOUNTOutstanding Checks"). At the Closing, an operating the Seller shall transfer to a separate interest bearing account (the "OPERATING ACCOUNTSettlement Account") from which), provided no Event of Default shall have occurredopened by the Company at the Company's bank where the Disbursement Accounts are open, Borrower an amount equal to the Estimated Overdraft. The Settlement Account shall be entitled exclusively used to withdraw monies pay any Outstanding Checks presented for uses permitted under this Credit Agreement payment after the Closing. Within ten Business Days after the Closing, the Company shall advise the Purchaser and the Cash Management Agreement, and (ii) with Agent an account into which balances held Seller in writing as to the Deposit Account will be swept actual amount of the Outstanding Checks that have been duly honored for payment (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNTActual Overdraft"). All If the Actual Overdraft exceeds the Estimated Overdraft, the Seller shall pay to the Purchaser, within two Business Days of receipt of such advice, the amount of such excess. Within two Business Days of the Accounts determination of the Actual Overdraft, the Company shall close the Settlement Account and pay to the Seller the balance, if any, of such account, as reflected on the closing statement delivered by the Company's bank. Such closing statement shall be held accompanied by a certificate signed by an authorized officer of the Company stating that the Settlement Account has been exclusively used to pay for Outstanding Checks. The Seller will be responsible for any Outstanding Checks subsequently presented for payment. The Seller shall be responsible to fund the Disbursement Accounts in amounts sufficient to pay all checks and maintaineddrafts in respect of the Business that are written but not presented for payment prior to the close of business on the day immediately preceding the Closing Date. In the event that Outstanding Checks are presented for payment following the determination of the Actual Overdraft, invested and governed the Company shall send a notice to the Seller of the amount of such Outstanding Checks funded by the terms of Company and duly honored for payment, and the Cash Management Agreement. Lender Seller shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," Company two Business Days after receipt of such notice the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit amount set forth in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreementnotice.

Cash Management. On or before the Closing Date, Borrower (a) Borrowers shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms reasonably satisfactory to Lender at one or more of the deposit of all Rents banks set forth on SCHEDULE 2.7(a) (the each a "DEPOSIT ACCOUNTCASH MANAGEMENT BANK"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrowers, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank Lender as bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) the Cash Management Bank immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender's Account; PROVIDED, HOWEVER, the daily sweep provision in clause (iii) above will not become operative until the date on which Borrowers first do not have the Required Availability. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend SCHEDULE 2.7(a) OR (b) to add or replace a Cash Management Account Bank or Cash Management Account; PROVIDED, HOWEVER, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Lender and Lender shall have no liability for any loss resulting from the investments of funds consented in the Accounts that are invested writing in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement advance to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the opening of such Cash Management Account which constitutewith the prospective Cash Management Bank (such consent not to be unreasonably withheld or delayed), respectivelyand (ii) prior to the time of the opening of such Cash Management Account, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount Borrowers and such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. Borrowers shall close any of their Cash Management Accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers are hereby deemed to have granted a Lien to Lender.

Cash Management. On or before the Closing Date(a) Borrower, Borrower shall establish in accordance with the terms Lender and provisions of the Cash Management Agreement Agent are party to (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management that certain Clearing Account Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the that certain Cash Management Agreement. , each of even date herewith, which agreements, together, describe cash management applicable to the Loan, including following a Cash Management Trigger and following a Cash Sweep Trigger. (b) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Clearing Account to the payment of the Debt in any order in its sole discretion. (c) The Clearing Account shall have no liability for not be commingled with other monies held by Borrower or Clearing Bank. (d) Borrower shall not further pledge, assign or grant any loss resulting security interest in the Clearing Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. (e) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Clearing Account and/or the Clearing Account Agreement (unless arising from the investments gross negligence or willful misconduct of funds in Lender) or the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's performance of the obligations to pay for which the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the Clearing Account was established. (f) The insufficiency of funds on deposit in the Cash Management Account which constituteshall not relieve Borrower from the obligation to make any payments, respectivelyas and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (g) All funds on deposit in the Tax FundsCash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (h) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Insurance Premium Fundsand provided no Event of Default has occurred and is continuing, Ordinary Capital Expenditure Funds, Capital Improvement Funds, Borrower’s obligations with respect to the Prepaid Rent Funds, payment of the Monthly Debt Service Payment Amount (and other sums due under amounts required to be deposited into the Loan Documents)Reserve Funds, as calculated and determined by Lender or Servicerif any, it being understood that shall be deemed satisfied to the foregoing funds extent sufficient amounts are to remain in and be commingled with each other deposited in the Cash Management Account until to satisfy such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and obligations pursuant to the Cash Management AgreementAgreement on the dates each such payment is required, regardless of whether any of such amounts are so applied by Lender.

Cash Management. On or before (a) Lender shall have the Closing Dateright pursuant to the Borrower Participant Agreement to: (i) invest cash Collateral received in respect of any loan, subject to an obligation upon the termination of the loan to return to the Approved Borrower shall establish the amount of cash initially pledged (as adjusted for any interim marks-to-market); (ii) commingle cash Collateral with assets of Lender; and (iii) cause revenue earned from the investment of cash Collateral to be remitted to Custodian for credit to Lender’s account. (b) Lender hereby authorizes and directs Lending Agent to invest and reinvest cash Collateral in accordance with the terms investment guidelines set forth in Schedule 4 hereto or as otherwise specified by Lender and provisions to enter into a tri-party custodial arrangement with a recognized tri-party custodial agent to undertake certain functions in connection such investments. Lending Agent will cause revenue earned from the investment of cash Collateral to be remitted to Custodian for credit to Lender’s account. (c) Lender acknowledges and agrees that any income or gains and losses from investing and reinvesting any cash Collateral delivered by an Approved Borrower pursuant to a Borrower Participant Agreement shall be at Lender's risk and for Lender's account. Lender agrees that to the Cash Management Agreement extent any such losses from investing and reinvesting any cash Collateral reduce the amount of cash Collateral below the amount required to be returned to the Approved Borrower upon the termination of any loan made on Lender's behalf (i) with Deposit Bank an account for after giving effect to any Rebate on cash Collateral due to the deposit of all Rents (the "DEPOSIT ACCOUNT"Approved Borrower), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account Lender will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on promptly deposit in the Cash Management Custody Account which constitute, respectively, (for transmission to such Approved Borrower) an equivalent amount in cash in the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood relevant currency. Upon Lending Agent becoming aware that the foregoing funds are cash Collateral managed by Lending Agent or Cash Manager has fallen below the amount required to remain in be returned to the Approved Borrower, Lending Agent shall promptly advise Lender of the amount of the cash Collateral shortfall. Lending Agent is hereby authorized and instructed to effect any required liquidation or redemption of cash Collateral investments, and/or to direct Cash Manager to redeem the investment of cash Collateral, to satisfy Lender's obligation to return cash Collateral pursuant to a xxxx-to-market requirement or upon termination of any Available Securities loan. All proceeds and earnings derived from such investment shall be commingled with each other deposited in the Cash Management Custody Account until such time as they are withdrawn unless otherwise directed by Lender. (d) Lending Agent is authorized to select brokers and dealers for the purposes execution of trades in connection with the investment of cash Collateral, which broker or dealer may be an affiliate of Lending Agent provided that any such transaction with an affiliated party shall be in Lender’s best interest. (e) Lending Agent is authorized to vote any proxy related to cash Collateral investments as Lending Agent determines, in its sole discretion, to be in the best interest of Lender. In the event Lender holds less than a 5% interest in any cash Collateral investment for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreementa proxy vote is solicited, Lending Agent may abstain from voting Lender’s proxy.

Cash Management. On or before the Closing Date, (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the banks set forth on Schedule 2.7(a) (each, a "Cash Management Bank"), and shall request in accordance with writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries' Account Debtors forward payment of the terms amounts owed by them directly to such Cash Management Bank, and provisions (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Lender's name (a "Cash Management Account") at one of the Cash Management Banks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrower, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with Deposit any instructions originated by Lender directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank an account has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the deposit administration of all Rents such Cash Management Account and for returned checks or other items of payment, and (the iii) at any time after which Lender so instructs such Cash Management Bank (a "DEPOSIT ACCOUNTCash Sweep Instruction"), it immediately will forward by daily sweep all amounts in the Prepaid Rent Funds applicable Cash Management Account to the Lender's Account until such time (if any) as Lender, in its sole discretion, notifies it that the "PREPAID RENT ACCOUNT")Cash Sweep Instruction is terminated; and (iv) if clause (iii) is not applicable, then Borrower may direct the Cash Management Bank to immediately transfer all such amounts to any Deposit Account designated by Borrower for use by Borrower in accordance with this Agreement. Lender may issue a Cash Sweep Instruction only if: (x) an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred and be continuing; or (y) a Triggering Event Date has occurred. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be entitled reasonably satisfactory to withdraw monies for uses permitted under this Credit Agreement and the Cash Management AgreementLender, and (ii) with Agent an account into which balances held in prior to the Deposit Account will be swept time of the opening of such Cash Management Account, Borrower (the "CASH MANAGEMENT ACCOUNT"or its Subsidiary, as applicable) and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") such prospective Cash Management Bank shall have executed and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due delivered to Lender under a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the Loan Documents (foregoing sentence) promptly and in any event within 30 days of notice from Lender that the "DEBT SERVICE ACCOUNT"). All creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the Accounts shall be held and maintainedoperating performance, invested and governed by the terms funds transfer, or availability procedures or performance of the Cash Management Agreement. Lender shall have Bank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no liability for any loss resulting from the investments of funds longer acceptable in the Lender's reasonable judgment. (d) The Cash Management Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed cash collateral accounts subject to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementControl Agreements.

Cash Management. On (a) As part of the cash management program of Telelect, Simon Aerials, their subsidiaries (collectively, the "U.S. Corporations") and SUSHI, the U.S. Corporations maintain separate controlled disbursement checking accounts at The Fifth Third Bank (collectively, the "Disbursement Accounts") on which checks and drafts in respect of the U.S. Corporations are drawn and which are funded by SUSHI. At the Closing, the Disbursement Accounts, and all cash contained therein, shall be assigned by the Companies and the Subsidiaries to SUSHI. Any Disbursement Account in the name of a party other than the Companies or before the Subsidiaries shall not be assigned to the Companies, Subsidiaries or Buyer. From and after the Closing, Buyer shall not write any checks drawn on the Disbursement Account, and SUSHI shall be responsible to fund the Disbursement Accounts in amounts sufficient to pay all checks and drafts in respect of the U.S. Corporations that are written but not presented for payment prior to the close of business on the day immediately preceding the Closing Date, Borrower shall establish in accordance with the terms and provisions . (b) Also as part of the Cash Management Agreement cash management program of SUSHI and the U.S. Corporations, SUSHI maintains separate lockbox collection accounts in respect of each U.S. Corporation (icollectively, the "Lockbox Accounts") with Deposit Bank an from which the available cash balances are transferred daily to a central account for maintained by SUSHI. SUSHI shall be entitled, prior to the deposit Closing, to collect and retain the proceeds of all Rents items received in the Lockbox Accounts or otherwise in respect of the U.S. Corporations (including the amount of any checks received by the U.S. Corporations), and all other cash on hand (including any cash held in any bank accounts of the U.S. Corporations), through the close of business on the day immediately preceding the Closing Date (the "DEPOSIT ACCOUNTPre-Closing Cash"); provided, however, that SUSHI may at its option not collect but leave in the Lockbox Accounts or other locations of the U.S. Corporations all or any portion of the Pre-Closing Cash, and the aggregate amount of such uncollected Pre-Closing Cash shall be paid to SUSHI together with and in the same manner as the Purchase Price; provided, further, however, that SUSHI shall leave in each bank account of the Companies and the Subsidiaries (other than the Disbursement Accounts) cash in an amount sufficient to cover all checks written on that account but not presented for payment as of the close of business on the day preceding the Closing Date. If after the Closing it is determined that the amount of Pre-Closing Cash is greater or less than the sum of the amount, if any, that was collected by SUSHI and the amount, if any, that was uncollected and paid together with the Purchase Price, Buyer shall pay SUSHI or SUSHI shall pay Buyer, as applicable, the Prepaid Rent Funds (difference between the "PREPAID RENT ACCOUNT"), an operating account (two amounts promptly after such determination. Any cash received in the "OPERATING ACCOUNT") from which, provided no Event Lockbox Accounts on or after the Closing Date in respect of Default shall have occurred, Borrower a receivable reflected in the Closing Date Balance Sheet shall be entitled paid by SUSHI to withdraw monies for uses permitted under this Credit Agreement the Company or Subsidiary to which such cash is attributable promptly following receipt thereof. Parent and the Cash Management AgreementSellers shall use reasonable efforts to transfer the Lockbox Accounts to the Companies and the Subsidiaries as soon as practicable following the Closing, free and clear of any Encumbrances. (iic) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") Parent and separate accounts Simon Overseas shall ensure that any cash aggregate overdraft balance for each Simon Ireland or Xxxxx Xxxxx as of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts Closing Date shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreementnot less than zero.

Cash Management. On or before the Closing Date, Borrower (a) Grantors shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Agent at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the each a "DEPOSIT ACCOUNTCash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of their Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Agent's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management Banks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Grantors, in form and substance acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank agent or bailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent's Account. (c) Communications (Canada) shall (i) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts and all forms of items of payment made in respect of any and all Collateral into bank accounts in its name (each a "Collection Account" and, collectively, the "Collection Accounts") at one of the banks set forth on Schedule 2.7(c) (each a "Collection Account Bank" and collectively, the "Collection Account Banks"); provided, however, the aggregate balance maintained in all of Communications (Canada)'s Collection Accounts shall not exceed Canadian $1,000,000 at any time. All Collection Account Banks shall be satisfactory to Agent. (d) Each Collection Account shall establish and maintain Cash Management Agreements with Agent and Communications (Canada), in form and substance acceptable to Agent. Each such Cash Management Account shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Collection Account Bank agent or bailee-in-possession for Agent, (ii) the Collection Account Bank has no rights of setoff or recoupment or any other claim against the applicable Collection Account, other than for payment of its service fees and other charges directly related to the administration of such Collection Account and for returned checks or other items of payment, and (iii) it immediately will, upon the election of Required Lenders, forward by daily sweep all amounts in the applicable Collection Account to the Agent's Account. (e) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (c) to add or replace a Cash Management Account Bank, a Collection Account Bank, Cash Management Account or a Collection Account; provided, however, that (i) such prospective Cash Management Bank or Collection Account Bank shall be satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account or Collection Account with the prospective Cash Management Bank or Collection Account Bank, and (ii) prior to the time of the opening of such Cash Management Account or Collection Account, a Company and such prospective Cash Management Bank or Collection Account Bank shall have executed and delivered to Agent a Cash Management Agreement. Lender A Company shall have close any of their Cash Management Accounts or Collection Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any Cash Management Bank or Collection Account Bank is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank or Collection Account Bank with respect to Cash Management Accounts or Collection Accounts, or Agent's liability for under any loss resulting from the investments of funds Cash Management Agreement with such Cash Management Bank or Collection Account Bank is no longer acceptable in the Agent's reasonable judgment. (f) The Cash Management Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," Collection Accounts shall be deemed cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which each Company hereby grants a Lien to refer to Agent. (g) Unless an Event of Default has occurred and is continuing, Communications (Canada) may use the funds on deposit in a Collection Account for its working capital purposes. From and after the occurrence of an Event of Default and at the election of the Required Lenders, the funds on deposit in the Cash Management Collection Accounts of Communications (Canada) shall be converted into Dollars (at Communications (Canada)'s sole expense) and wired into Agent's Account which constitute, respectively, to be applied on account of the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount "Guaranteed Obligations" (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other term is defined in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms Canadian Guarantee) of this Agreement and the Cash Management AgreementCommunications (Canada).

Cash Management. On or before (a) As part of the cash management program of the Company, the Company maintains disbursement checking accounts (the "Disbursement Accounts") from which checks and drafts in respect of the Business are drawn and are funded by the Company. No later than one business day prior to the Closing Date, Borrower Seller shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents deliver to Buyer a written estimate (the "DEPOSIT ACCOUNTEstimated Overdraft"), ) of the Prepaid Rent Funds checks and drafts in respect of the Business that will have been written on the Disbursement Accounts but not presented for payment as of the close of business on the day immediately preceding the Closing Date (the "PREPAID RENT ACCOUNTOutstanding Checks"). At the Closing, an operating Seller shall transfer to a separate interest bearing account (the "OPERATING ACCOUNTSettlement Account"), opened by Buyer, an amount equal to the Estimated Overdraft. Within ten business days after the Closing, Buyer shall advise Seller in writing as to the actual amount of the Outstanding Checks that have been duly honored for payment (the "Actual Overdraft"). If the Actual Overdraft exceeds the Estimated Overdraft, Seller shall pay to Buyer, within two business days of receipt of such advice, the amount of such excess. Within two business days of the determination of the Actual Overdraft, Buyer shall close the Settlement Account and pay to Seller the balance, if any, of such account, as reflected on the closing statement delivered by Buyer's bank. Seller will be responsible for any Outstanding Checks subsequently presented for payment. In the event that Outstanding Checks are presented for payment following the determination of the Actual Overdraft, Buyer shall send a notice to Seller of the amount of such Outstanding Checks funded by Buyer or the Company and duly honored for payment (together with reasonably sufficient evidence thereof), and Seller shall pay to Buyer or the Company two business days after receipt of such notice the amount set forth in such notice. (b) Also as part of the cash management program of the Company, the Company maintains wire collection and lockbox accounts with one or more banks (the "Lockbox Accounts") from whichinto which wire transfers, provided no Event checks and drafts in respect of Default shall the Business are deposited. The cash balances and payment rights contained in the Lockbox Accounts are swept on a daily basis for the benefit of Seller as the sole stockholder of the Company. Prior to the Closing Date, Seller will instruct the Company's banks that have occurredestablished Lockbox Accounts either (i) to cease sweeping such accounts for the benefit of Seller (in the case of wire collection accounts), Borrower shall be entitled or (ii) to withdraw monies for uses permitted under this Credit Agreement redirect the checks and drafts received in respect of the Cash Management AgreementBusiness on and after the Closing Date to one or more bank accounts designated by Buyer (in the case of checks and drafts accounts), in the case of each of clauses (i) and (ii) effective as of the close of business on the day immediately preceding the Closing Date, with Agent an account into which balances held the result that all wire transfers, checks and drafts in respect of the Business that are deposited in the Deposit Account Lockbox Accounts after the close of business on the day immediately preceding the Closing Date will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms benefit of this Agreement and the Cash Management AgreementBuyer.

Cash Management. On (a) Borrowers shall on or before the Closing Date, Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement Revolver Facility Effective Date (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Agent at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the each, a "DEPOSIT ACCOUNTCASH MANAGEMENT BANK"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) with Agent an account cause all Collections and all proceeds from the sale of Inventory of Loan Parties to be deposited each Business Day into which balances held the Depository Accounts, (iii) cause all funds in the Deposit Account will Depository Accounts to be swept transferred by automated clearing house transfer or wire transfer, on a daily basis, into a bank account (the a "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management Agreement. Lender Banks, (iv) establish and maintain a concentration account in the name of the Parent (the "CONCENTRATION ACCOUNT") at the bank which shall have no liability be designated as the concentration account bank for any loss resulting from each such Borrower on Schedule 2.7(a) (the investments of "CONCENTRATION ACCOUNT BANK") which bank shall be reasonably satisfactory to Agent, (v) cause all remittances on credit card sales to be transferred, on a daily basis, into the Concentration Account, and (vi) take such other actions as Agent deems necessary or advisable to grant to Agent dominion and control over the funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federalDepository Accounts, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Accounts and the Concentration Account. Without limiting the foregoing, each Loan Party agrees to irrevocably instruct its Account which constituteDebtors, respectivelyto remit all payments to be made by check or other drafts to a Depository Account and to remit all payments to be made by wire transfer or by Automated Clearing House, Inc. payment to a Cash Management Account or the Tax FundsConcentration Account. (b) Each Cash Management Bank and the Concentration Account Bank shall on or before the Revolver Facility Effective Date establish and maintain Cash Management Agreements with Agent and Borrowers, Insurance Premium Fundsin form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, Ordinary Capital Expenditure Fundsamong other things, Capital Improvement Funds, that (i) all items of payment deposited in such Cash Management Account and the Prepaid Rent Funds, Monthly Debt Service Payment Amount (Concentration Account and other sums due under proceeds thereof are held by such Cash Management Bank or the Loan Documents)Concentration Account Bank, as calculated and determined by Lender the case may be, as agent or Servicerbailee-in-possession for Agent, it being understood that the foregoing funds are to remain in and be commingled with each other in (ii) the Cash Management Bank and the Concentration Account until Bank have no rights of setoff or recoupment or any other claim against the applicable Cash Management Account or Concentration Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account or Concentration Account and for returned checks or other items of payment, (iii) (A) with respect to each bank at which a Cash Management Account is located, such bank agrees, to forward immediately all amounts in each Cash Management Account to the Concentration Account Bank and to cause daily sweeps from such Cash Management Account into the Concentration Account, and (B) with respect to the Concentration Account Bank, such bank agrees from and after a receipt of a notice (an "ACTIVATION NOTICE") from Agent (which Activation Notice may be given by Agent at any time at which an Event of Default shall have occurred and is continuing), to immediately forward all amounts received in the Concentration Account to the Agent's Account; PROVIDED, HOWEVER, that Agent reserves the right, in its sole discretion, to require that Collections representing amounts attributable to state lottery trust funds and money order trust funds be segregated by the Cash Management Banks and held in a separate account, to the extent such segregation is reasonably practicable (it being the intent of Agent, to the extent it has sufficient information to do so, to so segregate such trust funds and avoid the deposit of such funds into the Agent's Account); and (iv) prior to the receipt by the Concentration Account Bank of an Activation Notice, all amounts in the Concentration Account may be transferred to and used by Borrowers in the ordinary course of business. From and after the date Agent has delivered an Activation Notice to the Concentration Account Bank, no Borrower shall accumulate or maintain cash in disbursement or payroll accounts as they are withdrawn for of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank, Cash Management Account, Concentration Account Bank or Concentration Account; PROVIDED, HOWEVER, that (i) such prospective Cash Management Bank or Concentration Account Bank shall be reasonably satisfactory to Agent and Agent shall have consented in writing in advance to the purposes for which they were intended opening of such Cash Management Account or Concentration Account with the prospective Cash Management Bank or Concentration Account Bank, and (ii) prior to the time of the opening of such Cash Management Account or Concentration Account, Borrowers and such prospective Cash Management Bank or Concentration Account Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrowers shall close any of their Cash Management Accounts or Concentration Account (and establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Agent that the creditworthiness of any Cash Management Bank or Concentration Account Bank is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts, Concentration Account Bank with respect to the Concentration Account or Agent's liability under any Cash Management Agreement with such Cash Management Bank or Concentration Account Bank is no longer acceptable in Agent's reasonable judgment.

Cash Management. On or before In connection with the Closing DateClosing, Borrower shall establish in accordance with the terms execute and provisions deliver to Lender a Tenant Direction Letter for each of the Cash Management Agreement (i) with Deposit Bank tenants at the Property, which Tenant Direction Letter instructs each such tenant to deposit Rent and other receivables related to the Property directly into an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT"“Lockbox Account”) from whichowned and controlled by Lender at a bank to be selected by Lender (the “Lockbox Bank”). Borrower covenants and agrees to execute and deliver to Lender a Tenant Direction Letter for each new tenant at the Property within thirty (30) days after the execution of each new Lease for premises at the Property. Lender will hold the Tenant Direction Letters in escrow; provided, provided no Event however, upon the occurrence of Default a Lockbox Trigger, Lender shall have the right to deliver a Tenant Direction Letter to each tenant at the Property. Within five (5) Business Days after receiving notice of Lender’s determination that a Lockbox Trigger has occurred, Borrower shall be entitled enter into a “cash management agreement” with Lender and Lockbox Bank, in form and substance acceptable to withdraw monies for uses permitted under this Credit Agreement and the Lender (“Cash Management Agreement”), which shall provide, among other things, that tenants at the Property shall deposit Rent and (ii) with Agent an account other receivables related to the Property directly into which balances held Lockbox Account. The Lockbox Bank shall apply funds in the Deposit Lockbox Account will be swept (the "CASH MANAGEMENT ACCOUNT") to pay debt service and separate accounts for each required reserves, fees of the Tax Funds (Lockbox Bank and budgeted operating expenses for the "TAX ACCOUNT")Property, Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due as to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of more particularly set forth in the Cash Management Agreement. Funds remaining in the Lockbox Account after payment of the foregoing (the “Excess Cash Flow”) shall be distributed to Borrower; provided, however, upon the occurrence of a Cash Management Trigger and until the occurrence of a Cash Management Termination Event, such Excess Cash Flow shall be distributed to Borrower only to the extent of unbudgeted operating expenses approved by Lender and any remaining funds shall have no liability remain in such Lockbox Account as additional collateral for any loss resulting from the investments Loan. Upon the occurrence of a Cash Management Termination Event, the balance of the funds in the Accounts that are invested in Permitted Investments and no such loss Lockbox Account shall affect be distributed to Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. The Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in be responsible for the Accounts. Any reference in this Agreement to costs associated with the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," Lockbox Bank and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementLockbox Account.

Cash Management. On or before In connection with the Closing DateClosing, Borrower shall establish in accordance with the terms execute and provisions deliver to Lender a Tenant Direction Letter for each of the Cash Management Agreement (i) with Deposit Bank tenants at the Property, which Tenant Direction Letter instructs each such tenant to deposit Rent and other receivables related to the Property directly into an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT"“Lockbox Account”) from whichowned and controlled by Lender at a bank to be selected by Lender (the “Lockbox Bank”). Borrower covenants and agrees to execute and deliver to Lender a Tenant Direction Letter for each new tenant at the Property within thirty (30) days after the execution of each new Lease for premises at the Property. Lender will hold the Tenant Direction Letters in escrow; provided, provided no Event however, upon the occurrence of Default a Lockbox Trigger, Lender shall have the right to deliver a Tenant Direction Letter to each tenant at the Property, Within five (5) Business Days after receiving notice of Lender’s determination that a Lockbox Trigger has occurred, Borrower shall be entitled enter into a “cash management agreement” with Lender and Lockbox Bank, in form and substance acceptable to withdraw monies for uses permitted under this Credit Agreement and the Lender (“Cash Management Agreement”), which shall provide, among other things, that tenants at the Property shall deposit Rent and (ii) with Agent an account other receivables related to the Property directly into which balances held Lockbox Account. The Lockbox Bank shall apply funds in the Deposit Lockbox Account will be swept (the "CASH MANAGEMENT ACCOUNT") to pay debt service and separate accounts for each required reserves, fees of the Tax Funds (Lockbox Bank and budgeted operating expenses for the "TAX ACCOUNT")Property, Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due as to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of more particularly set forth in the Cash Management Agreement. Funds remaining in the Lockbox Account after payment of the foregoing (the “Excess Cash Flow”) shall be distributed to Borrower; provided, however, upon the occurrence of a Cash Management Trigger and until the occurrence of a Cash Management Termination Event, such Excess Cash Flow shall be distributed to Borrower only to the extent of unbudgeted operating expenses approved by Lender and any remaining funds shall have no liability remain in such Lockbox Account as additional collateral for any loss resulting from the investments Loan. Upon the occurrence of a Cash Management Termination Event, the balance of the funds in the Accounts that are invested in Permitted Investments and no such loss Lockbox Account shall affect be distributed to Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. The Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in be responsible for the Accounts. Any reference in this Agreement to costs associated with the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," Lockbox Bank and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementLockbox Account.

Cash Management. On (a) Borrower shall cause each Mortgage Borrower and Manager to comply with the Mortgage Loan Cash Management Provisions and shall not, without Lender's prior consent, cause or before permit Mortgage Borrower to amend, restate, replace and/or otherwise modify the Closing DateMortgage Loan Cash Management Provisions. If requested by Lender, Borrower will promptly provide evidence reasonably acceptable to Lender of its compliance with the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, if at any time and for any reason, without the consent of Lender, the Deposit Accounts are no longer being maintained and/or the Mortgage Loan Cash Management Provisions cease to exist or are reduced, waived or modified in any material respect (in each case, including, without limitation, due to any waiver, amendment or refinance) (such accounts, the “Waived Cash Management Accounts” and such provisions, the “Waived Cash Management Provisions”), Borrower shall establish in accordance with the terms and provisions promptly notify Lender of the Cash Management Agreement same, and to the extent permitted to do so pursuant to the Mortgage Loan Documents (if applicable), Borrower shall promptly (i) establish and maintain with Deposit Bank an account Lender and for the deposit benefit of all Rents Lender in replacement and substitution thereof, substitute accounts (the "DEPOSIT ACCOUNT"“Substitute Cash Management Accounts”), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower which Substitute Cash Management Accounts shall be entitled subject to withdraw monies for uses permitted all of the same terms and conditions applicable under this Credit Agreement and the Mortgage Loan Documents in effect immediately prior to the waiver or modification of the Waived Cash Management AgreementProvisions, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and execute any fees, late charges, default interest and other charges, expenses or reimbursements due new documents and/or amendments to Lender under any of this Agreement and/or the Loan Documents (as may be reasonably required by Lender to implement the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Waived Cash Management AgreementProvisions (provided such amendments are substantially similar to the provisions set forth in the Mortgage Loan Agreement relating to the same) and shall cause each Mortgage Borrower to acknowledge and agree to the same and (iii) remit to Lender (and shall cause each Mortgage Borrower to remit to Lender), for deposit into the Substitute Cash Management Accounts, any funds remaining in the Waived Cash Management Accounts. In the event that the Mortgage Lender subsequently reinstates all or any Waived Cash Management Accounts, then the Lender shall have no liability for any loss resulting from cooperate to transfer such Substitute Cash Management Accounts to the investments of funds in the Accounts that are invested in Permitted Investments Mortgage Lender, and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on no longer be required to deposit funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the into such Substitute Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account Accounts until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the any such Waived Cash Management AgreementAccounts subsequently exist.

Cash Management. On or before the Closing Date, Borrower (a) Borrowers shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the each a "DEPOSIT ACCOUNTCash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of their Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly to Borrowers by Account Debtors of Borrowers or their Subsidiaries) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrowers, in form and substance acceptable to Lender. Lender Each such Cash Management Agreement shall have no liability for any loss resulting from the investments of funds in the Accounts provide, among other things, that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in (i) the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined Bank will comply with any instructions originated by Lender or Servicerdirecting the disposition of the funds in such Cash Management Account without further consent by Borrowers, it being understood that the foregoing funds are to remain in and be commingled with each other in (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account until other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) the Cash Management Bank will forward, by daily sweep, all amounts in the applicable Cash Management Account to the Lender's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Lender, and (ii) prior to the time as they are withdrawn for of the purposes for which they were intended opening of such Cash Management Account, a Borrower and such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. Borrowers shall close any of their Cash Management Accounts (and establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements. (e) Parent's Subsidiaries located in the United States and Canada shall enter into Control Agreements with respect to their Deposit Accounts and Securities Accounts.

Cash Management. On or before All revenue from the Closing DateProjects (other than Medicaid and Medicare receivables) shall be deposited with LaSalle Bank, Borrower shall establish National Association into those certain eleven (11) depository accounts (collectively, the "DEPOSITORY ACCOUNTS") in accordance with the terms and provisions name of the Cash Management applicable Operator, as more particularly set forth on the Agreement Regarding Pledged Accounts (the "CONTROL AGREEMENT"). All Medicaid and Medicare receivables in respect of the Projects shall be deposited with LaSalle Bank, National Association into those certain eleven depository accounts for government receivables (collectively, the "GOVERNMENT RECEIVABLES ACCOUNTS") and all sums contained therein shall be swept nightly into one or more Depository Accounts. Funds in the Depository Accounts shall be transferred periodically to (i) with Deposit Bank an accounts payable account for the deposit of all Rents (the "DEPOSIT A/P ACCOUNT") and (ii) a payroll account (the "PAYROLL ACCOUNT"), each at LaSalle Bank, National Association, and each of which (together with the Prepaid Rent Funds Depository Accounts) shall be subject to the Control Agreement. The Government Receivables Accounts shall be subject to an Agreement Regarding Pledged Account reasonably acceptable to Agent (the "PREPAID RENT ACCOUNTGOVERNMENT RECEIVABLES ACCOUNT AGREEMENT"). Borrowers hereby grant to Agent for the benefit of Lenders a security interest in the Depository Accounts, an operating account (the "OPERATING ACCOUNT") Government Receivables Account, the A/P Account, the Payroll Account and all amounts from whichtime to time contained therein, provided no Event for the purpose of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit securing the Loan. The Government Receivables Account Agreement and the Cash Management AgreementControl Agreement are sometimes collectively referred to herein as the "BANK AGENCY AGREEMENTS." Concurrently herewith, and (ii) with Agent an account into which balances held Operators have granted to Agent, for the benefit of Lender a security interest in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT")Depository Accounts, the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT")Government Receivables Account, the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT")A/P Account, the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") Payroll Account and the Monthly Debt Service Payment Amount and any feesall amounts from time to time contained therein, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with purpose of securing the terms of this Agreement and the Cash Management AgreementLoan.

Cash Management. On or before the Closing Date, (a) Borrower shall establish and maintain a Lockbox Account pursuant to the Lockbox Account Agreement. Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. In the event that either Borrower or Manager receives any amounts constituting Rents or other revenue of any kind from the Property, Borrower shall, or shall cause Manager to, deposit said amounts into the Lockbox Account in accordance with the terms and provisions of the Cash Management Agreement Agreement. (ib) with Deposit Bank an account for the deposit of At all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurredtimes other than during a Trigger Period, Borrower shall be entitled to withdraw monies for uses permitted under use and apply all funds deposited in the Lockbox Account. (c) During a Trigger Period, Borrower shall no longer be entitled to use and apply the funds deposited in the Lockbox Account and all funds in the Lockbox Account shall be swept daily by the Lockbox Bank into an account ("Deposit Account") with Agent and applied in accordance with this Credit Agreement and the Deposit Account Agreement. Except as set forth in the Cash Management Agreement, and Borrower shall have no rights to make withdrawals from the Lockbox Account or Deposit Account or receive the proceeds thereof. (iid) with Agent an account into which balances held Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") all deposits at any time contained therein and the Monthly Debt Service Payment Amount proceeds thereof and any feeswill take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account and Deposit Account, late chargesincluding, default interest without limitation, executing and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT")filing UCC-1 Financing Statements and continuations thereof. All of costs and expenses for establishing and maintaining the Accounts Lockbox Account and Deposit Account shall be held and maintained, invested and governed paid by the terms of Borrower. Borrower will not in any way alter or modify the Cash Management Agreement. Agreement without Lender's consent and will notify Lender shall have no liability for any loss resulting from of the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Lockbox Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreementnumber.

Cash Management. On 7-1 Cash Management Accounts. ------------------------ (a) Borrower shall (xx) establish and maintain cash management services of a type and on terms satisfactory to Lender at one or before more of the Closing Datebanks set forth on EXHIBIT 7-1 (each, a "Cash Management Bank"), and shall take such reasonable steps to ensure that all payments of the amounts owed by its Account Debtors are forwarded directly to such Cash Management Bank, and (xxi) deposit or cause to be deposited promptly, and in any event no later than the third (3/rd/) Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account (a "Cash Management Account") at one of the Cash Management Banks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrower, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (xxii) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as agent or bailee-in-possession for Lender, (xxiii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it promptly will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend EXHIBIT 7-1 to add or replace a Cash Management ----------- Bank or Cash Management Account; provided, however, that (xxiv) such prospective Cash Management Bank shall be satisfactory to Lender and Lender shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (xxv) prior to the time of the opening of such Cash Management Account, Borrower and such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. Borrower shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and provisions in any event within 30 days of notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Agreement (i) Bank with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled respect to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses Accounts or reimbursements due to Lender Lender's liability under any of the Loan Documents Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's reasonable judgment. (the "DEBT SERVICE ACCOUNT"). All of the d) The Cash Management Accounts shall be held cash collateral accounts, with all cash, checks and maintained, invested and governed by the terms similar items of payment in such accounts securing payment of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds Liabilities, and in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. which Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be is hereby deemed to refer have granted a Lien to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementLender.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the each, a "DEPOSIT ACCOUNTCash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrower, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as agent or bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7 (a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Lender and Lender shall have no liability for any loss resulting from consented in writing in advance to the investments opening of funds in such Cash Management Account with the Accounts that are invested in Permitted Investments prospective Cash Management Bank, and no (ii) prior to the time of the opening of such loss Cash Management Account, Borrower and such prospective Cash Management Bank shall affect Borrower's obligations have executed and delivered to pay the Debt or to make the deposits required under ARTICLE IX hereofLender a Cash Management Agreement. Borrower shall report on close any of its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount Accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to have granted a Lien to Lender.

Cash Management. On or before (a) Buyer will pay Rockwell Ohio, on behalf of Seller and the RA Sub Sellers (by wire transfer of immediately available U.S. dollars to the Rockwell Ohio Bank Account), within three business days after the Closing Date, Borrower shall establish in accordance with an amount equal to the terms and provisions sum of the Cash Management Agreement (i) with Deposit Bank an account for all cash balances in the deposit bank accounts of all Rents the Acquired Companies (without deducting from such balances the "DEPOSIT ACCOUNT")amounts of any outstanding checks or electronic fund transfers) as of the Effective Time, the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) with Agent an account into which all balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each contained as of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under Effective Time in xxxxx cash locations of any of the Loan Documents Acquired Companies, (iii) the "DEBT SERVICE ACCOUNT"dollar value of travelers checks as of the Effective Time at locations of any of the Acquired Companies and (iv) the amount of all checks and wire transfers received by any of the Acquired Companies prior to the Effective Time which were not deposited in bank accounts of any of the Acquired Companies prior to the Effective Time or which were so deposited but are not reflected as cash on deposit in any bank accounts of the Acquired Companies as of or prior to the Effective Time. All payments by Buyer to Seller pursuant to this Section 8.8(a) in respect of amounts denominated in any currency other than U.S. dollars shall be converted to U.S. dollars based on the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the Closing Date. (b) The following provisions are intended to implement the parties’ agreement that (x) Seller will be liable for payment of all checks relating to the Acquired Companies that are outstanding as of the Effective Time and presented for payment after the Effective Time in disbursement (but not payroll) accounts of Seller or any of its Affiliates (other than the Acquired Companies) and (y) Buyer will be liable for payment of all checks relating to the Acquired Companies that are presented for payment after the Effective Time in (1) any accounts of the Acquired Companies or (2) payroll accounts of Seller or any of its Affiliates (other than the Acquired Companies): (i) Within three business days after Seller’s request, Buyer will reimburse Seller (by wire transfer of immediately available U.S. dollars to the Rockwell Ohio Bank Account) for all amounts funded by Seller or any Affiliate of Seller in respect of checks relating to the Acquired Companies that are presented for payment after the Effective Time in payroll accounts of Seller or any of its Affiliates (other than the Acquired Companies). All of the Accounts shall Seller will not be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for required to issue any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt checks or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement any electronic fund transfers relating to the "TAX ACCOUNT," Acquired Companies on any disbursement or payroll accounts of Seller or any of its Affiliates after the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer Effective Time. (ii) Seller will fund all amounts in respect of checks relating to the Acquired Companies that are outstanding as of the Effective Time and presented for payment after the Effective Time in disbursement (but not payroll) accounts of Seller or any of its Affiliates (other than the Acquired Companies). (iii) Buyer will, or will cause the Acquired Companies to, fund all amounts in respect of checks that are presented for payment after the Effective Time in all accounts of the Acquired Companies. (c) Seller will, and will cause its Affiliates to, promptly pay to Buyer (by wire transfer of immediately available funds on deposit to the Buyer Bank Account) the amount of any customer payments in respect of accounts receivable owed to any of the Cash Management Account which constituteAcquired Companies received by Seller or any of its Affiliates after the Effective Time, respectivelywhether received in lock boxes, via wire transfer or otherwise. (d) Buyer will, and will cause its Affiliates (including the Tax FundsAcquired Companies) to, Insurance Premium Fundspromptly pay to Seller (by wire transfer of immediately available funds to the Rockwell Ohio Bank Account) the amount of any customer payments in respect of accounts receivable owed to Seller or any of its Affiliates (other than those owed to any of the Acquired Companies) received by Buyer or any of its Affiliates (including the Acquired Companies) after the Effective Time, Ordinary Capital Expenditure Fundswhether received in lock boxes, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender via wire transfer or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreement.otherwise. SECTION 8.9

Cash Management. On or before (a) The Borrower and the Closing Date, Borrower Operating Subsidiaries have established and shall establish in accordance with the terms and provisions of the Cash Management Agreement maintain (i) an operating account with Deposit Bank an account for respect to each of the deposit of all Rents Borrowing Base Properties, (ii) to the "DEPOSIT ACCOUNT"), extent there is insufficient Unused Commitments to fully fund the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT")FF&E Reserve, an operating FF&E Reserve account (the "OPERATING FF&E RESERVE ACCOUNT") from which(collectively, provided no the "HOTEL ACCOUNTS") and (iii) in the Event of Default shall have occurredDefault, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept a lockbox (the "CASH MANAGEMENT ACCOUNTLOCKBOX") and separate accounts for each a Lockbox Account at the offices of the Tax Funds Administrative Agent (the "TAX ACCOUNTLOCKBOX Account"), Insurance Premium Funds . The Hotel Accounts shall be established with a bank reasonably acceptable to the Administrative Agent (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNTHOTEL ACCOUNT BANK"). All The Borrower and the Operating Subsidiaries shall cause all revenues of the Accounts shall be held Borrowing Base Properties and maintained, invested and governed by the terms all other income of the Cash Management AgreementBorrower and the Operating Subsidiaries to be deposited daily into the applicable operating account and, to the extent required hereunder, the applicable FF&E Reserve Account. Lender The Borrower and the Operating Subsidiaries shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement delivered to the "TAX ACCOUNT," Hotel Account Bank and to credit card companies instructions, pursuant to which the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed recipients thereof have been instructed to refer to transfer the funds then on deposit in the Cash Management Account which constituteHotel Accounts and to make all payments, respectively, directly into the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement FundsLockbox Account upon notice from the Administrative Agent that an Event of Default has occurred hereunder. (b) Unless and until an Event of Default has occurred hereunder, the Prepaid Rent FundsBorrower and the Operating Subsidiaries have the right to direct withdrawals from the Hotel Accounts. In the Event of Default, Monthly Debt Service Payment Amount (the Borrower and the Operating Subsidiaries shall direct all account debtors of the Borrower and its Subsidiaries to remit all payments in respect of the Borrowing Base Properties and all other sums due under income directly to the Loan Documents), as calculated Lockbox or the Lockbox Account and determined shall cause the Hotel Account Bank to sweep daily into the Lockbox Account all amounts in the Hotel Accounts. The contents of each Lockbox shall automatically be deposited into the Lockbox Account or shall be emptied and deposited into the Lockbox Account by Lender or Servicer, it being understood a representative of the Administrative Agent. Only the Administrative Agent shall have power of withdrawal from the Lockbox and the Lockbox Account and the Borrower and its Subsidiaries acknowledge that the foregoing funds are to remain in Borrower and be commingled with each other its Subsidiaries shall not have any control over such Lockbox or Lockbox Account or any items deposited therein. Funds on deposit in the Cash Management Lockbox Account until such shall be disbursed by the Administrative Agent from time to time into the applicable Hotel Account, or directly to the payee, in either case to the extent required to pay any real property taxes or assessments and insurance premiums then owing in respect of any of the Borrowing Base Properties. The Administrative Agent shall have the right to apply any other funds so on deposit against any then outstanding Obligation hereunder, and otherwise as they are withdrawn for the purposes for which they were intended Administrative Agent may determine in accordance with the terms of this Agreement and the Cash Management Agreementits discretion.

Cash Management. On or before Borrower hereby represents and warrants that all Deposit Accounts and all other depository and other accounts maintained by Borrower as of the Closing Date are described in Section 32 of the Perfection Certificate, which description includes the name of the financial institution at which such account is maintained, the account number, and the purpose of such account. After the Closing Date, Borrower shall establish not open any new Deposit Accounts or any other depository or other accounts without the prior written consent of Agent and without updating Section 32 of the Perfection Certificate to reflect such Deposit Accounts or other accounts, as applicable, and all new Deposit Accounts or other accounts shall be maintained in accordance with the terms and provisions Section 6.6. No Deposit Accounts or other accounts of Borrower shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 32 of the Cash Management Agreement Perfection Certificate as being a Restricted Account (iand Borrower hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Borrower will, at its expense establish (and revise from time to time as Agent may require) with Deposit Bank an account procedures acceptable to Agent, in Agent’s sole discretion, for the deposit collection of checks, wire transfers and all other proceeds of all Rents of Borrower’s Accounts and other Collateral (the "DEPOSIT ACCOUNT"“Collections”), which shall include depositing all Collections received by Borrower into one or more bank accounts maintained in the Prepaid Rent Funds name of Borrower (but as to which upon the "PREPAID RENT ACCOUNT"occurrence and during the continuance of a Springing DACA Event, Agent will have exclusive access) (each, a “Springing DACA Account”), under an operating account (arrangement acceptable to Agent in its sole discretion with a depository bank satisfactory to Agent’s in its sole discretion, pursuant to which all funds deposited into each Springing DACA Account are, upon the "OPERATING ACCOUNT") from whichoccurrence and during the continuance of a Springing DACA Event, provided no Event of Default shall have occurred, Borrower shall to be entitled transferred to withdraw monies for uses permitted under this Credit Agreement and the Cash Management AgreementAgent in such manner, and (ii) with such frequency, as Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") shall specify. Borrower agrees to execute, and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest to cause its depository banks and other chargesfinancial institutions at which Deposit Accounts are maintained to execute, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on springing deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (account control agreements and other sums due under the Loan Documents), documentation as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are Agent shall require in its Permitted Discretion from time to remain time in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance connection with the terms of this Agreement foregoing, all in form and substance satisfactory to Agent in its sole discretion, and in any event such arrangements and documents must be in place on the Cash Management AgreementClosing Date with respect to accounts in existence on the Closing Date, in each case excluding Restricted Accounts.

Cash Management. On or before (a) A Collection Account (as defined below) shall be established not later than fifteen (15) days following Construction Completion pursuant to a Collection Account Agreement reasonably acceptable to Lender and Borrower, and thereafter all Gross Operating Income shall be deposited in the Closing DateCollection Account pursuant to the terms hereof, the Collection Account Agreement and the Cash Management Agreement. Borrower hereby agrees that Borrower shall establish execute the Tenant Redirect Letters addressed to each existing (if any) and future tenant. Lender agrees to terminate such Tenant Redirect Letters on written request by Borrower after repayment of the Loan and all obligations secured by the Mortgages. In connection therewith, the “Collection Account” shall be a non-interest bearing demand deposit account in the name of Borrower with a bank approved by Lender in writing (the “Clearing Bank”). Borrower shall cause all Gross Operating Income to be deposited into the Collection Account within two (2) Business Days following Borrower’s receipt thereof. (b) After the Collection Account has been established, funds deposited in the Collection Account shall be swept by the Clearing Bank on a daily basis into the Borrower’s operating account at Clearing Bank, unless an Event of Default shall be continuing, in which event such funds shall be swept on a daily basis into a non-interest bearing Eligible Account (the “Cash Management Account”) designated by (and controlled by) Lender at a bank selected by ny-1258385 Lender (the “Cash Management Bank”). Such funds in the Cash Management Account may be commingled with other funds of Lender (or its servicer, if applicable). Funds in the Cash Management Account shall be subsequently disbursed by Lender to fund the Tax and Insurance Reserve Accounts and to pay Debt Service on the Loan. During the continuance of an Event of Default (or Events of Default), no funds in the Cash Management Account shall be distributed to Borrower and all funds in the Cash Management Account shall be applied and utilized in Lender’s sole and absolute discretion. In the event the Event of Default is cured and no other Event of Default has occurred and is continuing, Lender shall give notice to the Clearing Bank that the sweeping of funds into the Cash Management Account shall cease. (c) Funds held in the Leasing and Operations Reserve Account pursuant to Section 8.19 hereof, shall be disbursed by Lender for payment of any leasing costs and operating expenses incurred in accordance with the terms and provisions conditions of the Cash Management Agreement Budget pursuant to a written request for payment submitted by Borrower to Lender specifying the applicable leasing costs and/or operating expenses in a form reasonably acceptable to Lender and accompanied by evidence of such leasing costs and/or operating expenses Expenditures as reasonably required by Lender. (id) with Deposit Bank If and to the extent that Lender shall determine that (x) Borrower shall have failed to cause any Gross Operating Income or funds in the Collection Account to be applied in the manner required hereunder, or (y) Borrower did not use such funds as required hereunder, then within two (2) Business Days following written notice thereof from Lender to Borrower, Borrower shall cause such misapplied Gross Operating Income or funds in the Collection Account to be restored into the Collection Account and/or applied in the manner required under this Agreement, as directed by Lender. Notwithstanding anything to the contrary contained in this section, Borrower shall have no right to receive any funds from the Collection Account at any time while an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurredbe continuing, Borrower shall be entitled to withdraw monies or at any time following maturity or acceleration of the Loan. As additional security for uses permitted Borrower’s performance under this Credit Agreement and the Cash Management Agreementother Loan Documents, Borrower hereby irrevocably pledges to Lender, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT")grants Lender a Lien on, the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT")Collection Account, the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from Account, the investments of funds in the Accounts that are invested in Permitted Investments Leasing and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federalOperations Reserve Account, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in such accounts at any time and all proceeds and products thereof to secure all of Borrower’s obligations hereunder and under the Loan Documents. (e) As additional security for Borrower’s performance under the Loan Documents, Borrower hereby irrevocably pledges and assigns to Lender, and grants to Lender a security interest in, the Collection Account, the Cash Management Account which constituteand the Leasing and Operations Reserve Account and all monies at any time on deposit in the Collection Account, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementLeasing and Operations Reserve Account Reserve Account.

Cash Management. On or before (a) As of the Closing Date, Borrower the Company has established that certain bank account identified on Schedule 4.7(a) attached hereto (the “Company Holding Account”) with Account Bank. On the Closing Date, Common Member has deposited into the Company Holding Account a portion of the Initial Preferred Equity Investment in the amount of $ $9,107,208.31 (the “Closing Date Deposit”), which amounts shall establish be held in the Company Holding Account and shall be utilized by the Company for payment of the expenses set forth on Schedule H. The Closing Date Deposit shall be held in a segregated sub-account of the Company Holding Account separate from Net Cash Flow and Broad Street Gross Receipts that are funded through the Company Holding Account as provided below on a monthly basis. From and after the Closing Date and continuing until the redemption in full of the Preferred Equity Investment, (x) Broad Street, the Company and Common Member shall cause each Property Owner and other applicable Company Subsidiaries to distribute up to the Company all Net Cash Flow permitted to be distributed under the terms of the applicable Mortgage Loans on a monthly basis, and the Company and Common Member shall deposit all such Net Cash Flow and Capital Proceeds into the Company Holding Account immediately upon receipt, and (y) Broad Street and Common Member shall, and shall cause each other Broad Street Party to distribute up to Common Member all Broad Street Gross Receipts (net of amounts then payable under the Excluded Property Mortgage Loan Documents) on a monthly basis, and Common Member shall deposit all Broad Street Gross Receipts into the Company Holding Account within five (5) Business Days following receipt thereof. All Net Cash Flow and Broad Street Gross Receipts shall be distributed on a monthly basis in accordance with Section 6.4 hereof. Common Member in its capacity as Managing Member shall cause the Company to maintain the Company Holding Account with Account Bank for the benefit of Preferred Member, and agrees that, subject to the terms hereof and the terms of the Clearing Account Agreement, the Company hereby grants a security interest in the Company Holding Account to Preferred Member and the Company Holding Account shall be under the sole dominion and control of Preferred Member. Notwithstanding the foregoing, at all such times prior to the occurrence of a Trigger Event, (x) Common Member in its capacity as Managing Member shall disburse all Net Cash Flow and Broad Street Gross Receipts held in the Company Holding Account in accordance with Section 6.4 hereof, (y) Common Member may utilize the Closing Date Deposit to pay the expenses set forth on Schedule H and (z) the IM Signatories shall have no authority to authorize disbursements from or otherwise manage the Company Holding Account. Following the occurrence of a Trigger Event, Common Member’s right to access funds in the Company Holding Account shall be automatically rescinded, and upon delivery of a Removal Notice by Preferred Member, only the IM Signatories shall have the right to authorize disbursements from and otherwise manage the Company Holding Account. Broad Street has executed the Joinder to this Agreement for the purpose of agreeing to comply with its obligations under this paragraph to deposit and cause the Broad Street Parties to deposit Broad Street Gross Receipts into the Company Holding Account. (b) As of the Closing Date, the Company has established and funded that certain bank account identified on Schedule 4.7(b)(i) to be utilized for tenant improvement costs and leasing costs at the Properties and Capital Expenditures, in each case in accordance with the Approved Budget (such Reserve, the “TI/LC CapEx Reserve”), which TI/LC CapEx Reserve shall be maintained by the Company and funded in accordance with step “Fifth” of the Operating Distribution Waterfall (and with Special Refi Proceeds as described in Section 6.4(c)). Common Member in its capacity as Managing Member shall cause the Company to maintain the TI/LC Capex Reserve with Account Bank for the benefit of Preferred Member, and agrees that, subject to the terms hereof and the terms of the Clearing Account Agreement, the Company hereby grants a first priority security interest in the TI/LC Capex Reserve to Preferred Member and the TI/LC CapEx Reserve shall be under the sole dominion and control of Preferred Member. Notwithstanding the foregoing, at all such times prior to the occurrence of a Trigger Event, Common Member shall have access to the TI/LC Reserve for the purpose of utilizing the funds in the TI/LC Capex Reserve to pay for tenant improvement costs and leasing costs at the Properties and Capital Expenditures, in each case in accordance with the Approved Budget. Following the occurrence of a Trigger Event, Common Member’s right to access funds in the TI/LC CapEx Reserve shall be automatically rescinded, and upon delivery of a Removal Notice by Preferred Member, only the Preferred Member shall have the right to authorize disbursements from and otherwise manage the TI/LC CapEx Reserve. (c) As of the Closing Date, the Company has established that certain bank account identified on Schedule 4.7(c) attached hereto (the “Excess Cash Flow Account”). From and after the Closing Date and continuing until the redemption in full of the Preferred Equity Investment, all funds deposited into the Excess Cash Flow Account in accordance with step “Eighth” of the Operating Distribution Waterfall (such funds, “Excess Cash Flow”), and prior to the occurrence of a Trigger Event, shall be held therein and may be applied by Managing Member solely to fund (the items described in the following subsections (i) through (v) are “Permitted Uses”): (i) Operating Expenses for the Properties in accordance with the Approved Budget for each Property (to the extent that revenues from the Properties are insufficient to pay the same); (ii) redemption of the Preferred Equity Investment (including accrued unpaid Preferred Return) in whole to satisfy payment in full of the Redemption Amount, or otherwise in part; (iii) repayments (including optional paydown) of any Mortgage Loan or the Mezzanine Loan in accordance with the terms and provisions of thereof; (iv) Capital Expenditures in accordance with the Cash Management Agreement Approved Budget; or (v) Necessary Expenses described in subsections (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (definition of “Necessary Expenses”. Common Member in its capacity as Managing Member shall cause the "TAX ACCOUNT")Company to maintain the Excess Cash Flow Account with Account Bank for the benefit of Preferred Member, Insurance Premium Funds (and agrees that, subject to the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") terms hereof and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Clearing Account Agreement, the Company hereby grants a first priority security interest in the Excess Cash Management AgreementFlow Account to Preferred Member and the Excess Cash Flow Account shall be under the sole dominion and control of Preferred Member. Lender Notwithstanding the foregoing, at all such times prior to the occurrence of a Trigger Event Common Member shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement full access to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Excess Cash Management Flow Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended of paying Permitted Uses in accordance with the terms hereof. Following the occurrence of this Agreement a Trigger Event, Common Member’s right to access funds in the Excess Cash Flow Account shall be automatically rescinded, and upon delivery of a Removal Notice by Preferred Member, only the Preferred Member shall have the right to authorize disbursements from and otherwise manage the Excess Cash Flow Account and Preferred Member shall have the right to apply amounts in the Excess Cash Flow Account to payment of the Redemption Amount and/or expenses of the Company and its Subsidiaries as determined in its sole discretion. (d) On or prior to the date that is thirteen (13) months following the Closing Date, the Company shall establish and fund a bank account with Account Bank to be utilized for purposes of making deposits into the Interest Reserve, which Interest Reserve shall be maintained by the Company and funded in accordance with step “Fifth” of the Operating Distribution Waterfall. Upon opening of such bank account for the Interest Reserve, Common Member in its capacity as Managing Member shall cause the Company to add the Interest Reserve to the existing Clearing Account Agreement, and otherwise maintain the Interest Reserve with Account Bank for the benefit of Preferred Member, and agrees that, subject to the terms hereof and the terms of the Clearing Account Agreement, the Company shall grant a first priority security interest in the Interest Reserve to Preferred Member and the Interest Reserve shall be under the sole dominion and control of Preferred Member. Notwithstanding the foregoing, at all such times prior to the occurrence of a Trigger Event, Common Member shall have full access to the Interest Reserve for purposes of utilizing the funds in the Interest Reserve to pay Debt Service on the Mortgage Loans and the Mezzanine Loan (solely to the extent Net Cash Management AgreementFlow and Broad Street Gross Receipts are not available to first make Debt Service payments). Following the occurrence of a Trigger Event, Common Member’s right to access funds in the Interest Reserve shall be automatically rescinded, and upon delivery of a Removal Notice by Preferred Member, only the Preferred Member shall have the right to authorize disbursements from and otherwise manage the Interest Reserve.

Cash Management. On or before the Closing Date, (a) Each of Parent and Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the deposit of all Rents banks set forth on SCHEDULE 2.7(a) (the each a "DEPOSIT ACCOUNTCASH MANAGEMENT BANK"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Agent's name (the a "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Parent or Borrower, as applicable. Lender Each such Cash Management Agreement shall have provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as agent or bailee-in-possession for Agent, (ii) the Cash Management Bank has no liability rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for any loss resulting payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) the Cash Management Bank will take direction from Agent as to the procedures to be followed for remittance of proceeds in the Cash Management Account. The parties hereto agree that with respect to Collections received in the Cash Management Account: (i) from the investments of funds in Closing Date through December 31, 2000, Agent is entitled to instruct the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations Cash Management Bank to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports remit all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit Collections received in the Cash Management Account which constituteto the Agent's Account, (ii) if, respectivelyon December 31, 2000, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement FundsParent and its Domestic Subsidiaries have Minimum Availability, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under Agent promptly shall direct the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are Cash Management Bank to remain in and be commingled with each other remit all Collections received in the Cash Management Account until as Borrower shall direct, (iii) if, on December 31, 2000, the Parent and its Domestic Subsidiaries do not have Minimum Availability, the Cash Management Bank shall continue to remit all Collections received in the Cash Management Account to the Agent's Account, (iv) in the event that Agent has instructed the Cash Management Bank to remit Collections as Borrower directs pursuant to clause (ii) above, and if, thereafter, the Parent and its Domestic Subsidiaries fail, at any time, to have Minimum Availability, the Agent may, at any time thereafter, provide notice (a "SWEEP NOTICE") to the Cash Management Bank to immediately commence remittance of all Collections received in the Cash Management Account to the Agent's Account, (v) in the event that the Parent and its Domestic Subsidiaries did not have Minimum Availability on December 31, 2000, the Agent promptly shall direct the Cash Management Bank (a "SWEEP WITHDRAWAL NOTICE") to remit all Collections received in the Cash Management Account as Borrower shall direct at such time as they are withdrawn for the purposes for Parent has received net cash proceeds from the issuance of Stock or Subordinated Debt in an aggregate amount sufficient, when added to the sum of the Qualified Cash Amount and Availability determined as of the date Parent receives such net cash proceeds from the issuance of Stock or Subordinated Debt, to equal at least $30,000,000, and (vi) in the event that at any time after the date Agent sent the Sweep Withdrawal Notice to the Cash Management Bank pursuant to clause (v) above, the Parent and its Domestic Subsidiaries do not have Minimum Availability, the Agent may provide a further Sweep Notice to the Cash Management Bank to immediately commence remittance of all Collections received in the Cash Management Account to the Agent's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend SCHEDULE 2.7(a) OR (b) to add or replace a Cash Management Account Bank or Cash Management Account; PROVIDED, HOWEVER, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank (which they were intended consent shall not be unreasonably withheld), and (ii) prior to the time of the opening of such Cash Management Account, Parent and Borrower and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Parent and Borrower shall close any of their Cash Management Accounts (and establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Agent's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Parent and Borrower are hereby deemed to have granted a Lien to Agent.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions shall cause each of the Cash Management Agreement its Subsidiaries to (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the "DEPOSIT ACCOUNT"each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account into which balances held in the Deposit Account will be swept Lender’s name (the "CASH MANAGEMENT ACCOUNT"a “Cash Management Account”) and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrower, in form and substance acceptable to Lender. Lender Each such Cash Management Agreement shall have no liability for any loss resulting from the investments of funds in the Accounts provide, among other things, that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in (i) the Cash Management Bank will comply with any instructions originated by Lender directing the disposition of the funds in such Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents)without further consent by Borrower or its Subsidiaries, as calculated and determined by Lender or Servicerapplicable, it being understood that the foregoing funds are to remain in and be commingled with each other in (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) at any time after which Lender so instructs such Cash Management Bank (a “Cash Sweep Instruction”), it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender’s Account until such time (if any) as they are withdrawn Lender, in its sole discretion, notifies it that the Cash Sweep Instruction is terminated; and (iv) if clause (iii) is not applicable, then Borrower may direct the Cash Management Bank to immediately transfer all such amounts to any Deposit Account designated by Borrower for use by Borrower in accordance with this Agreement. Lender may issue a Cash Sweep Instruction immediately upon Borrower’s request for the purposes for which they were intended Initial Credit Extension. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Lender, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. On or before the Closing Date, Borrower (a) Borrowers shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the each a "DEPOSIT ACCOUNTCash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrowers, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Lender and Lender shall have no liability for any loss resulting from the investments of funds consented in the Accounts that are invested writing in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement advance to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the opening of such Cash Management Account which constitutewith the prospective Cash Management Bank, respectivelyand (ii) prior to the time of the opening of such Cash Management Account, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount Borrowers and such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. Borrowers shall close any of their Cash Management Accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's Permitted Discretion, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's Permitted Discretion. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers are hereby deemed to have granted a Lien to Lender.

Cash Management. On or before the Closing Date, Borrower shall establish in accordance In connection with the terms Closing, Grantor shall execute and provisions deliver to Lender a Tenant Direction Letter for each of the Cash Management Agreement (i) with Deposit Bank tenants at the Property, which Tenant Direction Letter instructs each such tenant to deposit Rent and other receivables related to the Property directly into an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING LOCKBOX ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall owned and controlled by Lender at a bank to be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept selected by Lender (the "LOCKBOX BANK"). Grantor covenants and agrees to execute and deliver to Lender a Tenant Direction Letter for each new tenant at the Property within thirty (30) days after the execution of each new Lease for premises at the Property. Lender will hold the Tenant Direction Letters in escrow; provided, however, upon the occurrence of a Lockbox Trigger, Lender shall have the right to deliver a Tenant Direction Letter to each tenant at the Property. Within five (5) Business Days after receiving notice of Lender's determination that a Lockbox Trigger has occurred, Grantor shall enter into a "cash management agreement" with Lender and Lockbox Bank, in form and substance acceptable to Lender ("CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNTAGREEMENT"), Insurance Premium Funds (which shall provide, among other things, that tenants at the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Property shall deposit Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other chargesreceivables related to the Property directly into the Lockbox Account. The Lockbox Bank shall apply funds in the Lockbox Account to pay debt service and required reserves, expenses or reimbursements due to Lender under any fees of the Loan Documents (Lockbox Bank and budgeted operating expenses for the "DEBT SERVICE ACCOUNT"). All of the Accounts shall Property, as to be held and maintained, invested and governed by the terms of more particularly set forth in the Cash Management Agreement. Funds remaining in the Lockbox Account after payment of the foregoing (the "EXCESS CASH FLOW") shall be distributed to Grantor; PROVIDED, HOWEVER, upon the occurrence of a Cash Management Trigger and until the occurrence of a Cash Management Termination Event, such Excess Cash Flow shall be distributed to Grantor only to the extent of unbudgeted operating expenses approved by Lender and any remaining funds shall have no liability remain in such Lockbox Account as additional collateral for any loss resulting from the investments Loan. Upon the occurrence of a Cash Management Termination Event, the balance of the funds in the Accounts that are invested in Permitted Investments and no such loss Lockbox Account shall affect Borrower's obligations be distributed to pay Grantor. The Grantor shall be responsible for the Debt or to make costs associated with the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," Lockbox Bank and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementLockbox Account.

Cash Management. On or before (a) Borrower shall be required to maintain all accounts of Borrower associated with the Closing DateProperty with Lender. Without limitation of the foregoing, Borrower shall establish in accordance with the terms have established and provisions of the Cash Management Agreement shall maintain (i) with Deposit Bank an its primary operating account for the deposit of all Rents Property with Lender, designated as account number 1000164293721 (the "DEPOSIT ACCOUNT"“Operating Account”), the Prepaid Rent Funds (ii) a restricted depository account with Lender into which Tenants will be directed by Borrower to pay rents by ACH payment or wire transfer, designated as account number 1000164293747 (the "PREPAID RENT ACCOUNT"“Collections Account”), an operating and (iii) a restricted collateral account with Lender, designated as account number 1000164293754 (the "OPERATING ACCOUNT") from which“Master Disbursement Sweep Account”; and together with the Collections Account, provided no Event the Operating Account and all other accounts maintained by Borrower in connection with the Loan, the “Accounts”). The Accounts shall not be co-mingled with each other or any other accounts or investments of Default shall have occurred, Borrower or its owners or Affiliates. Borrower shall also have entered into the Collections Account Agreement, and Borrower shall cause all income relating to the Property to be entitled transferred to withdraw monies for uses permitted under this Credit and deposited in the Collections Account subject to the Collections Account Agreement and the Cash Management Agreement. Borrower shall pay for all expenses of opening and maintaining the Accounts. (b) Prior to a Cash Flow Sweep Event, and (ii) with Agent an account into which balances held in the Deposit Account funds will be swept (transferred on a daily basis from the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of Collections Account to the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due Operating Account pursuant to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender Borrower shall have no liability for any loss resulting from control over the investments of Operating Account and may use funds in the Accounts that are invested in Permitted Investments Operating Account for any purpose, including making distributions to Borrower and no such loss shall affect Borrower's obligations its owners, subject to pay the Debt or to make terms of the deposits required under ARTICLE IX hereofLoan Documents. Borrower shall report on its federalUpon the occurrence of a Cash Flow Sweep Event, state and local income tax reports all interest or income accrued on control over funds in the Accounts. Any reference Collections Account shall shift to Lender and funds in this Agreement the Collections Account shall be directed to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," Master Disbursement Sweep Account and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended applied in accordance with the terms of this Agreement and the Cash Management Agreement. Upon the occurrence of a Cash Flow Sweep Cure and provided that no other Cash Flow Sweep Event or any Event of Default exists, Lender will return control of the Collections Account to Borrower and any funds remaining in the Master Disbursement Sweep Account shall be transferred to the Collections Account. (c) Borrower hereby grants to Lender a first priority security interest in each of the Accounts and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Accounts, including, without limitation, executing and filing UCC financing statements and continuations thereof. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the Uniform Commercial Code. Borrower and Lender further agree that it is the intent of the parties that this Agreement 36942122.8 is an authenticated record evidencing Lender’s “control” of the Accounts (within the meaning of Section 9-104 of the Uniform Commercial Code as in effect in the State of New York).

Cash Management. On (a) Borrowers shall (i) establish and maintain cash management services of a type and on terms satisfactory to Lender at one or before more of the Closing Datebanks set forth on Schedule 2.7(a) (each, Borrower a "Cash Management Bank"), and shall establish request in accordance with writing and otherwise take such reasonable steps to ensure that all of their Account Debtors forward payment of the terms amounts owed by them directly to such Cash Management Bank, and provisions (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account in Lender's name (a "Cash Management Account") at one of the Cash Management Banks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrowers, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) with Deposit all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank an account as Lender or bailee-in-possession for Lender, (ii) the deposit Cash Management Bank has no rights of all Rents setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (the iii) at any time after which Lender so instructs such Cash Management Bank (a "DEPOSIT ACCOUNTCash Sweep Instruction"), it immediately will forward by daily sweep all amounts in the Prepaid Rent Funds applicable Cash Management Account to the Lender's Account until such time (if any) as Lender, in its sole discretion, notifies it that the "PREPAID RENT ACCOUNT")Cash Sweep Instruction is terminated; and (iv) if clause (iii) is not applicable, an operating account then the Administrative Borrower may direct the Cash Management Bank to immediately transfer all such amounts to any DDA designated by the Administrative Borrower for use by Borrowers in accordance with this Agreement. Lender may issue a Cash Sweep Instruction only if: (the "OPERATING ACCOUNT"w) from which, provided no a Default or Event of Default shall have occurred; (x) Borrowers shall have failed to pay (by wire transfer of immediately available funds to Lender's Account) any interest, principal, fees or other amounts for which Borrowers are responsible under this Agreement within five (5) Business Days after the Administrative Borrower receives notice (whether oral or written) that such amounts have been charged to the Loan Account; (y) Advances in an aggregate amount in excess of $1,000,000 are outstanding; or (z) Excess Availability is less than $2,000,000. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be entitled satisfactory to withdraw monies for uses permitted under this Credit Agreement Lender and Lender shall have consented in writing in advance to the opening of such Cash Management AgreementAccount with the prospective Cash Management Bank, and (ii) with Agent an account into which balances held in prior to the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each time of the Tax Funds (the "TAX ACCOUNT")opening of such Cash Management Account, Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") Borrowers and the Monthly Debt Service Payment Amount such prospective Cash Management Bank shall have executed and any fees, late charges, default interest and other charges, expenses or reimbursements due delivered to Lender under a Cash Management Agreement. Borrowers shall close any of their Cash Management Accounts (and establish replacement cash management accounts in accordance with the Loan Documents (foregoing sentence) promptly and in any event within 30 days of notice from Lender that the "DEBT SERVICE ACCOUNT"). All creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the Accounts shall be held and maintainedoperating performance, invested and governed by the terms funds transfer, or availability procedures or performance of the Cash Management Agreement. Lender shall have Bank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no liability for any loss resulting from the investments of funds longer acceptable in the Lender's reasonable judgment. (d) The Cash Management Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers are hereby deemed to refer have granted a Lien to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementLender.

Cash Management. On (a) As soon as commercially practical hereafter, but in all cases on or before the Closing Dateprior to September 23, 2022, Borrower and Lender shall establish in accordance with enter into a Clearing Account Agreement (the terms “Clearing Account Agreement”) and provisions of the a Cash Management Agreement (i) with Deposit Bank an account for the deposit of “Cash Management Agreement”), each in form and substance acceptable to Lender, pursuant to which Borrower shall cause all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), to be remitted directly to an operating account (the "OPERATING ACCOUNT"“Clearing Account”) from whichestablished with a bank acceptable to Lender in its sole discretion (the “Deposit Bank”), provided that, as of the date of this Agreement, U.S. Bank National Association is an acceptable Deposit Bank; and the failure to satisfy such requirements by September 23, 2022 shall be an Event of Default under the Loan Instruments. The Deposit Bank shall also be a party to the Clearing Account Agreement and, subject to the terms of this Section 3, Lender shall have sole dominion and control over, and a perfected security interest in, the Clearing Account. At Lender’s option and direction, all funds in the Clearing Account shall be transferred to an account designated by Lender (the “Cash Management Account”), at an institution designated by Lender (the “Cash Management Depository”), or at Lender’s option and direction, Lender may designate the Deposit Bank as the Cash Management Depository and may also designate the Clearing Account as the Cash Management Account. Provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement has occurred and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender is continuing under any of the Loan Documents (Instruments, Lender shall apply the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of funds in the Cash Management Account, on the applicable due date thereof, as follows: (i) first, as estimated by Xxxxxx, an amount (when paid monthly) necessary to accumulate sufficient funds to pay all real estate taxes and insurance premiums for the Property when due, to be held by Lender pursuant to Section 1.04 of the Security Instrument; (ii) second, to Lender, an amount sufficient to pay debt service and other amounts due under the Loan (including, but not limited to, principal, interest, default interest, and late payment charges); (iii) third, to Borrower, an amount sufficient to pay operating expenses of the Property as set forth in the Budget attached hereto as Exhibit A (and such other expenses of the Property as may arise from time to time which have been approved by Xxxxxx in its sole discretion); and (iv) fourth, all remaining funds to Lender to pay the outstanding principal balance of the Loan. Notwithstanding anything to the contrary contained in this Agreement. , if an Event of Default has occurred and is continuing under any of the Loan Instruments, Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations right to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to apply the funds on deposit in the Cash Management Account which constitute, respectively, to the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, expenses of the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due Property or to the Obligations under the Loan DocumentsInstruments (including, but not limited to, the repayment of the Loan), in such order and priority as calculated Lender may determine in its sole discretion. (b) Borrower shall pay all actual out-of-pocket fees and determined expenses incurred by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance connection with the terms of this Agreement Clearing Account and the Cash Management AgreementAccount, including, without limitation, actual out-of-pocket attorneys’ fees and expenses. Borrower shall also pay all fees and charges of the Deposit Bank and of the Cash Management Depository in connection with the Clearing Account and the Cash Management Account, including without limitation, any fees of the Deposit Bank and of the Cash Management Depository for maintaining the applicable account.

Cash Management. On or before (a) The Borrower and the Closing Date, Borrower Operating Subsidiaries have established and shall establish in accordance with the terms and provisions of the Cash Management Agreement maintain (i) an operating account with Deposit Bank an account for respect to each of the deposit of all Rents Borrowing Base Properties, (ii) to the "DEPOSIT ACCOUNT"), extent there is insufficient Unused Commitments to fully fund the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT")FF&E Reserve, an operating FF&E Reserve account (the "OPERATING FF&E RESERVE ACCOUNT") from which(collectively, provided no "HOTEL ACCOUNTS") and (iii) in the Event of Default shall have occurredDefault, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept a lockbox (the "CASH MANAGEMENT ACCOUNTLOCKBOX") and separate accounts for each a Lockbox Account at the offices of the Tax Funds Administrative Agent (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE LOCKBOX ACCOUNT"). All of the The Hotel Accounts shall be held established with a bank reasonably acceptable to the Administrative Agent ("HOTEL ACCOUNT BANK"). The Borrower and maintained, invested and governed by the terms Operating Subsidiaries shall cause all revenues of the Cash Management AgreementBorrowing Base Properties and all other income of the Borrower and the Operating Subsidiaries to be deposited daily into the applicable operating account and, to the extent required hereunder, the applicable FF&E Reserve account. Lender The Borrower and the Operating Subsidiaries shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement delivered to the "TAX ACCOUNT," Hotel Account Bank and to credit card companies instructions, pursuant to which the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed recipients thereof have been instructed to refer to transfer the funds then on deposit in the Cash Management Account which constituteHotel Accounts and to make all payments, respectively, directly into the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement FundsLockbox Account upon notice from the Administrative Agent that an Event of Default has occurred hereunder. (b) Unless and until an Event of Default has occurred hereunder, the Prepaid Rent FundsBorrower and the Operating Subsidiaries have the right to direct withdrawals from the Hotel Accounts. In the Event of Default, Monthly Debt Service Payment Amount (the Borrower and the Operating Subsidiaries shall direct all account debtors of the Borrower and its Subsidiaries to remit all payments in respect of the Borrowing Base Properties and all other sums due under income directly to the Loan Documents), as calculated Lockbox or the Lockbox Account and determined shall cause the Hotel Account Bank to sweep daily into the Lockbox Account all amounts in the Hotel Accounts. The contents of each Lockbox shall automatically be deposited into the Lockbox Account or shall be emptied and deposited into the Lockbox Account by Lender or Servicer, it being understood a representative of the Administrative Agent. Only the Administrative Agent shall have power of withdrawal from the Lockbox and the Lockbox Account and the Borrower and its Subsidiaries acknowledge that the foregoing funds are to remain in Borrower and be commingled with each other its Subsidiaries shall not have any control over such Lockbox or Lockbox Account or any items deposited therein. Funds on deposit in the Cash Management Lockbox Account until such shall be disbursed by the Administrative Agent from time to time into the applicable Hotel Account, or directly to the payee, in either case to the extent required to pay any real property taxes or assessments and insurance premiums then owing in respect of any of the Borrowing Base Properties. The Administrative Agent shall have the right to apply any other funds so on deposit against any then outstanding Obligation hereunder, and otherwise as they are withdrawn for the purposes for which they were intended Administrative Agent may determine in accordance with the terms of this Agreement and the Cash Management Agreementits discretion.

Cash Management. On or before (a) Borrower shall be required to maintain all accounts of Borrower associated with the Closing DateProperty with Administrative Agent. Without limitation of the foregoing, Borrower shall establish in accordance with the terms have established and provisions of the Cash Management Agreement shall maintain (i) with Deposit Bank an its primary operating account for the deposit of all Rents Property with Administrative Agent, designated as account number ____________ (the "DEPOSIT ACCOUNT"“Operating Account”), the Prepaid Rent Funds (ii) a restricted depository account with Administrative Agent into which Tenants will be directed by Borrower to pay rents by ACH payment or wire transfer, designated as account number ____________ (the "PREPAID RENT ACCOUNT"“Collections Account”), an operating and (iii) a restricted collateral account with Administrative Agent, designated as account number ____________ (the "OPERATING ACCOUNT") from which“Master Disbursement Sweep Account”; and together with the Collections Account, provided no Event the Operating Account, and all other accounts maintained by Borrower in connection with the Loan, the “Accounts”). The Accounts shall not be co-mingled with each other or any other accounts or investments of Default shall have occurred, Borrower or its owners or Affiliates. Borrower shall also have entered into the Collections Account Agreement, and Borrower shall cause all income relating to the Property to be entitled transferred to withdraw monies for uses permitted under this Credit and deposited in the Collections Account subject to the Collections Account Agreement and the Cash Management Agreement. Borrower shall pay for all expenses of opening and maintaining the Accounts. (b) Prior to a Cash Flow Sweep Event, and (ii) with Agent an account into which balances held in the Deposit Account funds will be swept (transferred on a daily basis from the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of Collections Account to the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due Operating Account pursuant to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from Upon the investments occurrence of a Cash Flow Sweep Event, control over funds in the Accounts that are invested in Permitted Investments Collections Account shall shift to Administrative Agent and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement Collections Account shall be directed to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," Master Disbursement Sweep Account and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended applied in accordance with the terms of this Agreement and the Cash Management Agreement. Upon the occurrence of a Cash Flow Sweep Cure and provided that no other Cash Flow Sweep Event or any Event of Default exists, Administrative Agent will return control of the Collections Account to Borrower and any funds remaining in the Master Disbursement Sweep Account shall be transferred to the Collections Account. (c) Borrower hereby grants to Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in each of the Accounts and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Administrative Agent, for the ratable benefit of the Lenders, a perfected first priority security interest in the Accounts, including, without limitation, executing and filing UCC financing statements and continuations thereof. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the Uniform Commercial Code. Borrower and Administrative Agent further agree that it is the intent of the parties that this Agreement is an authenticated record evidencing Administrative Agent’s “control” of the Accounts (within the meaning of Section 9-104 of the Uniform Commercial Code as in effect in the State of [__________________]).]

Cash Management. On or before the (a) Borrower shall (i) prior to the\ Restatement Closing Date, establish and maintain cash management services of a type and on terms satisfactory to Agent at the bank set forth on Schedule 2.7(a) (the "Cash Management Bank"), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, (ii) from and after the Restatement Closing Date, continue its historical practice of requiring each of its Subsidiaries to remit to Borrower all cash and Cash Equivalents of such Subsidiaries when the amount of cash and Cash Equivalents of each such Subsidiary, in the aggregate for each such Subsidiary equals $50,000 (other than amounts expected to be expended within the next 5 Business Days) and arrange to have such excess amounts remitted to the Cash Management Bank, and (iii) from and after the Restatement Closing Date, deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of its Collections (including those Collections sent directly by Account Debtors to the Cash Management Bank and excluding those resulting from a Permitted Disposition or Permitted Swap, which Collections shall establish be remitted to Agent in accordance with and to the terms and provisions extent required by Section 2.2; but excluding (for clarity) the Collections of Borrower's Subsidiaries which are intended to be covered by clause (ii) above) into a bank account (a "Cash Management Account") at the Cash Management Bank. (b) The Cash Management Bank shall establish and maintain a Cash Management Agreement with Agent and Borrower, in form and substance acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) with Deposit all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank an account as agent or bailee-in-possession for Agent, (ii) the deposit Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon receipt of written notice from Agent to the Cash Management Bank, it immediately will forward by daily sweep all Rents amounts in the applicable Cash Management Account to the Agent's Account. Anything contained herein to the contrary notwithstanding, Agent agrees that it shall not provide the above-described notice to the Cash Management Bank unless and until a Triggering Event has occurred and is continuing at a time when Advances or Letters of Credit are outstanding. Once a Triggering Event has occurred and is continuing at a time when Advances or Letters of Credit are outstanding, Agent shall be free to exercise its right to issue such notice and the subsequent elimination of the subject Triggering Event shall not eliminate the effectiveness of such notice. (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT"c) from which, provided So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Agent and Agent shall have occurred, Borrower shall be entitled consented in writing in advance to withdraw monies for uses permitted under this Credit Agreement and the opening of such Cash Management AgreementAccount with the prospective Cash Management Bank, and (ii) with Agent an account into which balances held in prior to the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each time of the Tax Funds (the "TAX ACCOUNT")opening of such Cash Management Account, Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") Borrower and the Monthly Debt Service Payment Amount such prospective Cash Management Bank shall have executed and any fees, late charges, default interest and other charges, expenses or reimbursements due delivered to Lender under Agent a Cash Management Agreement. Borrower shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the Loan Documents (foregoing sentence) promptly and in any event within 30 days of notice from Agent that the "DEBT SERVICE ACCOUNT"). All creditworthiness of any Cash Management Bank is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the Accounts shall be held and maintainedoperating performance, invested and governed by the terms funds transfer, or availability procedures or performance of the Cash Management Agreement. Lender shall have Bank with respect to Cash Management Accounts or Agent's liability under any Cash Management Agreement with such Cash Management Bank is no liability for any loss resulting from the investments of funds longer acceptable in the Agent's reasonable judgment. (d) The Cash Management Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to refer have granted a Lien to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementAgent.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions shall cause each of the Cash Management Agreement its Subsidiaries to, or shall cause Servicer to, (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Agent at one or more of the deposit of all Rents banks set forth on Schedule 2.6(a) (the "DEPOSIT ACCOUNT"each, a “Cash Management Bank”), including without limitation, the Prepaid Rent Funds Collection Account Bank, and shall request in writing and otherwise take such reasonable steps to ensure that all of Borrower’s and its Subsidiaries’ Account Debtors (and third party payors in the "PREPAID RENT ACCOUNT"), an operating account (case of Account Debtors with governmental and institutional payors) forward payment of the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the Cash Management AgreementCollection Account, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections received in good funds (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into the Collection Account, (iii) cause all payments for each sale or other disposition of one or more Notes Receivable or payment in full of one or more Notes Receivable in connection with the refinancing of such Note Receivable or the sale and release of the collateral securing such Note Receivable to be made by the escrow company, title insurance company or refinancing lender or purchaser directly to the Collection Account by wire transfer or check drawn on the account of such escrow company or title insurance company or by cashier’s check, and (iv) until such time as the Collection Account or an account in Agent’s name for receipt of Collections (each a “Cash Management Account”) is established, forward or cause to be forwarded no later than the first Business Day after the date of receipt thereof, all of their Collections to Agent’s Account. Borrower shall, or shall cause Servicer to, request in writing and otherwise take such reasonable steps to ensure that all of Borrower’s and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them to Borrower directly to a Cash Management Account. Borrower covenants that no Collections made in respect of Borrower shall be commingled with Horizon’s, Servicer’s or any other Person’s deposits. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance acceptable to Agent in its Permitted Discretion. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it will forward, by an account into which balances held automatic daily sweep, all amounts in the Deposit applicable Cash Management Account will to the deposit account of Agent designated in such Cash Management Agreement. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.6(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be swept reasonably satisfactory to Agent and Agent shall have consented in writing in advance to the establishment of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the "CASH MANAGEMENT ACCOUNT"time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and separate accounts for each of the Tax Funds such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (the "TAX ACCOUNT")or its Subsidiaries, Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"as applicable) and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the Loan Documents foregoing sentence) promptly and in any event within thirty (30) days of notice from Agent that the "DEBT SERVICE ACCOUNT"). All creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within sixty (60) days of notice from Agent that the Accounts shall be held and maintainedoperating performance, invested and governed by the terms funds transfer, or availability procedures or performance of the Cash Management Agreement. Lender shall have Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no liability for any loss resulting from the investments of funds longer acceptable in the Agent’s reasonable judgment. (d) The Cash Management Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed cash collateral accounts subject to refer to the funds on deposit Control Agreements, and Borrower hereby grants a Lien in the all Cash Management Account which constitute, respectively, Accounts to Agent to secure payment of the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementObligations.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on Schedule 2.7(a) (the each, a "DEPOSIT ACCOUNTCash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNTCash Management Account") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain a Cash Management Agreement with Lender and Borrower, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as agent or bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon notice from Lender shall have no liability for any loss resulting from after the investments occurrence of a Trigger Event ("Trigger Notice"), it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender's Account. The balance of all funds in the Accounts that are invested in Permitted Investments and no such loss shall affect BorrowerLender's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federalAccount, state and local income tax reports after payment of all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," outstanding Obligations, shall be deemed promptly wire-transferred to refer Borrower. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to the funds on deposit in the add or replace a Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender Bank or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until Account; provided, however, that (i) such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the prospective Cash Management Agreement.Bank

Cash Management. On or before Subject to the Closing Datesatisfaction of all conditions set forth herein, Borrower shall establish in accordance with the terms Loan Documents and provisions of the Cash Management Agreement are hereby deemed modified as follows: (ia) with Deposit Bank an account for Borrower and Xxxxxx acknowledge and agree that a Trigger Period shall be deemed to have commenced as of the deposit of all Rents Effective Date and to be continuing until the Debt is paid in full. (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT"b) from which, provided Provided no Event of Default shall have has occurred, Borrower shall not be entitled required to withdraw monies for uses permitted under this Credit deposit Tax Funds pursuant to Section 6.3.1 of the Loan Agreement and Borrower shall be obligated to pay Taxes on or before the date such Taxes are due directly. To the extent Bloomberg remits funds for the payment of Taxes (or to reimburse Borrower for the payment of Taxes) to Lender, such amounts shall be deposited into the Clearing Account and swept into the Deposit Account in accordance with Section 6.1 of the Loan Agreement (the “Bloomberg Tax Deposit”). Provided no Event of Default has occurred, Lender shall remit an amount equal to the Bloomberg Tax Deposit from amounts on deposit in the Deposit Account or the Cash Management Agreement, Collateral Account to Borrower within 5 Business Days of receipt of an Officer’s Certificate from Borrower requesting disbursement of the Bloomberg Tax Deposit and certifying that (i) Bloomberg has deposited the Bloomberg Tax Deposit into the Clearing Account and (ii) with Agent an account into which balances held Borrower has paid Taxes (or will use the funds to pay Taxes) in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each amount of the Bloomberg Tax Funds (Deposit. Following the "TAX ACCOUNT")payment of Taxes, Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due Borrower shall provide evidence reasonably satisfactory to Lender under any that such Taxes have been paid. (c) Borrower represents and warrants that an Acceptable Blanket Policy is in effect and, accordingly, pursuant to Section 6.4.3 of the Loan Documents (Agreement, deposits into the "DEBT SERVICE ACCOUNT"). All Insurance Account for Insurance Premiums pursuant to Section 6.4.1 of the Accounts shall be held Loan Agreement are suspended, and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Deposit Account which constitute, respectively, shall not be deposited or applied to the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under Account pursuant to Section 6.10.1(ii) of the Loan Documents)Agreement. Provided no Event of Default has occurred, as calculated Lender and determined by Lender or Servicer, it being understood Borrower acknowledge and agree that amounts to pay monthly Insurance Premiums to the foregoing funds are to remain in and be commingled with each other extent set forth in the Cash Management Account until such time as they are withdrawn for Approved Annual Budget shall be deemed Operating Expenses and disbursed pursuant to Section 6.10.1(viii) of the purposes for which they were intended in accordance with Loan Agreement. (d) Provided no Event of Default has occurred, notwithstanding the terms of this Agreement Section 6.2.1 of the Loan Agreement, deposits into the Condominium Account for Condominium Charges pursuant to said Section 6.2.1 are suspended and funds on deposit in the Cash Management Deposit Account shall not be deposited or applied to the Condominium Account pursuant to Section 6.10.1(iv) of the Loan Agreement. Provided no Event of Default has occurred, Lender and Borrower acknowledge and agree that amounts to pay the monthly budgeted Condominium Charges to the extent set forth in the Approved Annual Budget shall be deemed Operating Expenses and disbursed pursuant to Section 6.10.1(viii) of the Loan Agreement. (e) An interest-bearing funding obligation deposit account (the “Funding Obligation Deposit Account”) shall be established pursuant to a deposit account control agreement entered into by Lender, Borrower and Xxxxx Fargo Bank, National Association, in its capacity as bank, on or prior to the Effective Date (the “Reserve Account Control Agreement”). On or promptly after the Closing Date, the Lease Funds plus any interest that has accrued thereon shall be transferred into the Funding Obligation Deposit Account.

Cash Management. On (a) Borrower shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Lender at one or before more of the banks set forth on Schedule 2.7(a) (each, a "Cash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account (a "Cash Management Account") at one of the Cash Management Banks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrower, in form and substance acceptable to Lender in its Permitted Discretion. (c) Borrower shall establish and maintain Credit Card Agreements with Lender and each Credit Card Processor. Each such Credit Card Agreement shall provide, among other things, that each such Credit Card Processor shall transfer all proceeds of credit card charges for sales by Borrower received by it (or other amounts payable by such Credit Card Processor) into a designated Cash Management Account on a daily basis. Borrower shall not attempt to change any direction or designation set forth in the Credit Card Agreements regarding payment of charges without the prior written consent of Lender. (d) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Lender and Lender shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower and such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. Borrower shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 45 days of notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's reasonable judgment. (e) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to have granted a Lien to Lender. (f) As of the Closing Date, Borrower shall establish in accordance with not be required to maintain a Cash Management Agreement at Fleet National Bank, N. A. The Control Agreement to be entered into by the terms Bank, Lender and provisions Borrower pursuant to Section 3.2(b) of this Agreement shall be the Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT")among Bank, the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement Lender and the Cash Management Agreement, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreement.

Cash Management. On or before the Closing Date, (a) Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT")maintain, the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT")at its expense, an operating a lockbox and related blocked account (the "OPERATING ACCOUNTBlocked Account"), as Lender may specify, with bank which is acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit, on a daily basis, all payments and receipts in the identical form in which such payments and receipts are made or received, whether by cash, check or other manner. Borrower shall deliver, or cause to be delivered to Lender, a Deposit Account Control Agreement duly authorized, executed and delivered by such bank where the Blocked Account is maintained and Borrower shall execute and deliver such other agreements or documents as Lender may require in connection therewith. In addition, Borrower shall take the necessary steps to allow Lender “read only” online access to the Blocked Account so that Lender may electronically monitor the Blocked Account at any time and from time to time in its discretion. (b) Borrower and its employees and agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Account, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank, financial institution or other person involved in the transfer of funds to or from the Blocked Account arising out of Lender's payments to or indemnification of such bank, financial institution or other person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section shall survive the termination or non-renewal of this Agreement. (c) All amounts deposited in the Blocked Account shall be swept daily and remitted as follows: (i) from whichand after the occurrence of an Event of Default, provided 100% of such receipts shall be remitted to the Lender to be applied in reduction of the Obligations in a manner determined by the Lender in its sole and exclusive discretion, or, if no Event of Default shall have occurredhas occurred and is continuing, Borrower then as follows (x) prior to July 1, 2008, 100% of such receipts shall be entitled remitted to withdraw monies for uses permitted under this Credit Agreement and the Cash Management AgreementBorrower’s Operating Account, and (iiy) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") from and separate accounts for each of the Tax Funds (the "TAX ACCOUNT")after July 1, Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT")2008, the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts receipts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds distributed as set forth in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementSection 2.3.3(c) below.

Cash Management. On or before (a) Borrower shall at all times maintain lockboxes (the "Lockboxes") and, immediately after the Closing Date, Borrower shall establish in accordance with instruct all Account Debtors to remit all amounts owed by them to one of such Lockboxes. Borrower, Agent, and the terms and provisions Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of the Cash Management Agreement (i) with Deposit Bank an account a Lockbox Account for the deposit of all Rents Domestic Collections at the applicable Lockbox Bank. Borrower agrees that all Domestic Collections received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or other arrangement contemplated thereby shall be modified by Borrower without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account shall be wired directly each Business Day into the Agent's Account. (b) On or before the "DEPOSIT ACCOUNT")UK Sub Closing Date and at all times thereafter, UK Sub shall maintain with a Foreign Concentration Account Bank set forth on SCHEDULE 2.8(b) to the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating Disclosure Letter a Dollar-denominated concentration account (the a "OPERATING FOREIGN CONCENTRATION ACCOUNT") and from whichand after such date the UK Sub promptly shall deposit or cause to be deposited into such Foreign Concentration Account ALL Foreign Collections payable in Dollars immediately upon receipt thereof. On or before the UK Sub Closing Date, provided Agent and UK Sub shall enter into a Foreign Concentration Account Agreement with the Foreign Concentration Account Bank. Once established, neither the Foreign Concentration Account Agreement nor the arrangements contemplated thereby shall be modified by the UK Sub without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Foreign Concentration Account Agreement, all amounts received in each such Foreign Concentration Account shall be wired each Business Day into the Agent's Account. (c) Each Lockbox Bank and Foreign Concentration Account Bank shall establish and maintain tri-party blocked account agreements with the Agent and the applicable Obligor, in form and substance reasonably acceptable to the Agent. Each such blocked account agreement shall provide, among other things, that (i) all items of payment deposited in such accounts and proceeds thereof are held by such banks as agent or bailee-in-possession for Agent, (ii) the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fee and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) the bank executing the agreement agrees immediately to forward by daily sweep all amounts received in the applicable account to the Agent's Account. No Obligor shall, or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in disbursement or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements. (d) So long as no Default or Event of Default has occurred and is continuing, the Obligors may amend SCHEDULE 2.8(b) to the Disclosure Letter to add or replace a Foreign Concentration Account or a Foreign Concentration Account Bank, or add or replace a Lockbox, a Lockbox Bank, the Designated Account, or the Designated Account Bank; PROVIDED, HOWEVER, that (i) such bank shall be reasonably satisfactory to Agent and Agent shall have occurred, Borrower shall be entitled consented in writing in advance to withdraw monies for uses permitted under this Credit Agreement and the Cash Management Agreement, opening of such account or Lockbox with the relevant bank and (ii) with Agent an account into which balances held in prior to the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each time of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT")opening of such account or Lockbox, the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT")applicable Obligor and such bank shall have executed and delivered to Agent a tri-party blocked account agreement, the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") in form and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due substance reasonably satisfactory to Lender under Agent. The Obligors shall close any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount their accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any bank holding an account is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer or availability procedures or performance with respect to accounts or Lockboxes of the bank holding such accounts or Agent's liability under any tri-party blocked account agreement with such bank is no longer acceptable in Agent's reasonable judgment. (e) The Lockbox Accounts and Foreign Concentration Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Advances and all other Obligations, and in which each Obligor shall have granted a Lien to Agent pursuant to this Agreement and the Cash Management Agreement.

Cash Management. On or before the Closing Date, (a) Borrower shall (i) establish and/or maintain deposit accounts (each, a “Cash Management Account”) and cash management services of a type and on terms satisfactory to Lender at one or more of the banks and in accordance with the terms procedures set forth on Schedule 2.7 (each a “Cash Management Bank”), and provisions shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Cash Management Agreement (i) with Deposit Bank an account for amounts owed by them directly to the deposit of all Rents (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit Agreement and the Cash Management AgreementConcentration Account, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into the Concentration Account. If, notwithstanding the provisions of this Section 2.7, Borrower receives or otherwise has dominion over or control of any Collections, Borrower shall hold such Collections in trust for Lender and shall not commingle such Collections with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents Borrower’s other funds or deposit such Collections in any account of Borrower except as instructed by Lender. (the "DEBT SERVICE ACCOUNT")b) Borrower shall establish and maintain Cash Management Agreements with Lender and each Cash Management Bank each, a “Cash Management Agreement”. All of the Accounts Each such Cash Management Agreement shall be held a Control Agreement and maintainedprovide, invested and governed by the terms of among other things, that (i) the Cash Management Agreement. Bank will comply with instructions of Lender shall have no liability for any loss resulting from directing the investments disposition of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitutewithout further consent by Borrower, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account until and for returned checks or other items of payment which have been received by the Lender, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Concentration Account, or as otherwise directed by Lender. (c) Borrower shall establish and maintain Credit Card/Payment Agreements with Lender and each Credit Card Processor. Each such Credit Card/Payment Agreement shall provide, among other things, that each such Credit Card/Payment Processor shall transfer all proceeds of credit card charges for sales by Borrower received by it (or other amounts payable by such Credit Card/Payment Processor) directly into the Concentration Account on a daily basis. Borrower shall not change or attempt to change any direction or designation set forth in the Credit Card Agreements regarding payment of charges without the prior written consent of Lender. (d) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7 to add or replace a Cash Management Account Bank or Cash Management Account (other than the Concentration Account and the Designated Account); provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Lender and Lender shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time as they are withdrawn for of the purposes for which they were intended opening of such Cash Management Account, Borrower and such prospective Cash Management Bank shall have executed and delivered to Lender a Control Agreement. Borrower shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 15 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender’s reasonable judgment, or as promptly as practicable and in any event within 30 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender’s reasonable judgment. (e) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to have granted a Lien on each Cash Management Account.

Cash Management. On or before the Closing Date, Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) All proceeds of assets of the Credit Parties and any other amounts payable to any Credit Party at any time, shall be deposited by such Credit Parties into either (A) a collection account designated as such on Schedule 5(a) to the Perfection Certificate (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with Deposit such Blocked Account Bank an as may be selected by Borrowers or (B) for so long as the Revolving Credit Agreement is in effect, a collection account established at PNC for the deposit of such proceeds (all Rents such accounts in clauses (the "DEPOSIT ACCOUNT"A) and (B), the Prepaid Rent Funds “Collection Accounts”). Each Credit Party shall deliver to Agent on the Closing Date a Deposit Account Control Agreement, in form and substance satisfactory to the Agent and the Required Lenders in their Permitted Discretion, with respect to each Collection Account which shall be in “springing” form permitting Credit Parties to access and use such Collection Accounts unless and until a “notice of sole control” (such notice, or any similar notice described in any applicable Deposit Account Control Agreement an “Activation Notice”) is issued by Agent (or the "PREPAID RENT ACCOUNT")Revolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations) to the bank at which such Collection Account is maintained; provided, that, Agent shall not issue such an operating account (Activation Notice except after the "OPERATING ACCOUNT") from whichDischarge of Senior Lien Obligations and upon and during the continuance of an Event of Default and shall revoke such Activation Notice if, provided no subsequent thereto, such Event of Default shall have occurredbeen cured or waived. Upon issuance of an Activation Notice, Borrower such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be entitled transferred, on each Business Day, to withdraw monies for uses permitted under this Credit Agreement Agent (or the Revolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations), either to any account maintained by Agent (or Revolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations) at such bank or by wire transfer to appropriate account(s) of Agent (or Revolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations), and otherwise be in form and substance (including as to the extent of offset and statutory lien rights) reasonably satisfactory to Agent and the Cash Management Required Lenders. All funds deposited in such Collection Accounts after issuance of an Activation Notice shall immediately become the property of Agent (or the Revolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations) and be applied to the outstanding Advances or the amounts outstanding under the Revolving Credit Agreement. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank maintaining a Collection Account. (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement Notwithstanding anything to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," contrary herein or in any Other Document, Credit Parties shall be deemed to refer ensure that Agent does not receive, whether by deposit to the Collection Accounts or otherwise, any funds on deposit from any Customer located in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management Agreementa Sanctioned Country.

Cash Management. On or before the Closing Date, (1) Each Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for the deposit of cause all Rents (from its applicable Individual Property to be deposited into the "DEPOSIT ACCOUNT"), applicable Lockbox Account pursuant to the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled to withdraw monies for uses permitted under this Credit applicable Lockbox Agreement and the Cash Management Agreement, and Borrower shall, and, if there is a Manager, shall cause the Manager, to, (iia) with Agent an account into deliver written instructions (which balances held instructions may be contained in the Deposit applicable Lease and which instructions shall be irrevocable by Borrower, unless Administrative Agent shall have otherwise agreed, until Borrower’s obligations with respect to the Loans have been satisfied, to all tenants under Leases (but not including Seasonal Leases)) to deliver all Rents or other revenue payable thereunder or otherwise derived from its applicable Individual Property directly to the applicable Lockbox Account (to the extent that any such tenants have already been directed to so deliver their respective Rents, no further instructions will be required), and (b) deposit all amounts received by Borrower or by the Manager, if applicable, on Borrower’s behalf, constituting Rents or other revenue of any kind from its applicable Individual Property into the applicable Lockbox Account within two (2) Business Days of receipt thereof (including, without limitation, Rents under Seasonal Leases). Disbursements from the applicable Lockbox Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended made in accordance with the terms and conditions of this Agreement, the applicable Lockbox Agreement and the Cash Management Agreement. Administrative Agent shall have the sole dominion and control over the Lockbox Account and, except as set forth in the Cash Management Agreement or in this Agreement, Borrower shall have no rights to make withdrawals therefrom. (2) Prior to the occurrence of, and after the cure or cessation of, a Trigger Event (of which Administrative Agent shall provide written notice to Lockbox Bank, Cash Management Agent and Borrower Representative), each Borrower shall have the right (the “Borrower’s Direction Right”) to receive funds in the applicable Lockbox Account free and clear of Agent’s interest therein; provided, however, upon the occurrence and during the continuance of a Trigger Event, Borrower’s Direction Right shall be suspended. Administrative Agent shall promptly, upon a Cure Event, notify applicable Lockbox Bank and Cash Management Agent that Borrower’s Direction Right has been reinstated and Borrower may receive and withdraw all funds from the Lockbox Account.

Cash Management. On or before the Closing Date, Borrower (a) Borrowers shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit Bank an account for establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the deposit of all Rents banks set forth on SCHEDULE 2.6(a) (the each a "DEPOSIT ACCOUNTCASH MANAGEMENT Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred, Borrower shall be entitled amounts owed by them directly to withdraw monies for uses permitted under this Credit Agreement and the such Cash Management AgreementBank, and (ii) with Agent an deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account into which balances held in the Deposit Account will be swept Lender's name (the a "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms at one of the Cash Management AgreementBanks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrowers, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank Lender or bailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon receipt of instructions from Lender or Parent, it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender's Account, until further notified by Lender (the "Stop Sweep Notice"). (c) Lender shall provide a Stop Sweep Notice to any Cash Management Bank upon the Administrative Borrower's request; provided that no Advances are outstanding and no Default or Event of Default has occurred and is continuing. (d) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend SCHEDULE 2.6(a) to add or replace a Cash Management Account Bank or Cash Management Account; PROVIDED, HOWEVER, that (i) such prospective Cash Management Bank shall be satisfactory to Lender and Lender shall have no liability for any loss resulting from the investments of funds consented in the Accounts that are invested writing in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement advance to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed to refer to the funds on deposit in the opening of such Cash Management Account which constitutewith the prospective Cash Management Bank, respectivelyand (ii) prior to the time of the opening of such Cash Management Account, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount Borrowers and such prospective Cash Management Bank shall have executed and delivered to Lender a Cash Management Agreement. Borrowers shall close any of their Cash Management Accounts (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended establish replacement cash management accounts in accordance with the terms foregoing sentence) promptly and in any event within 30 days of this Agreement notice from Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management AgreementBank with respect to Cash Management Accounts or Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Lender's reasonable judgment. (e) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers are hereby deemed to have granted a Lien to Lender.

Cash Management. On or before the Closing Date, (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms satisfactory to Lender at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in accordance with writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the terms amounts owed by them directly to such Cash Management Bank, and provisions (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Lender’s name (a “Cash Management Account”) at one of the Cash Management Banks. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrower, in form and substance acceptable to Lender. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with Deposit any instructions originated by Lender directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank an account has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the deposit administration of all Rents such Cash Management Account and for returned checks or other items of payment, and (the "DEPOSIT ACCOUNT"iii) at any time after which Lender so instructs such Cash Management Bank (a “Cash Sweep Instruction”), it immediately will forward by daily sweep all amounts in the Prepaid Rent Funds applicable Cash Management Account to the Lender’s Account until such time (if any) as Lender, in its sole discretion, notifies it that the "PREPAID RENT ACCOUNT")Cash Sweep Instruction is terminated; and (iv) if clause (iii) is not applicable, then Borrower may direct the Cash Management Bank to immediately transfer all such amounts to any Deposit Account designated by Borrower for use by Borrower in accordance with this Agreement. Lender may issue a Cash Sweep Instruction only if: (x) an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurred and be continuing; or (y) a Triggering Event Date has occurred. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be entitled reasonably satisfactory to withdraw monies for uses permitted under this Credit Agreement and the Cash Management AgreementLender, and (ii) with Agent an account into which balances held in prior to the Deposit Account will be swept time of the opening of such Cash Management Account, Borrower (the "CASH MANAGEMENT ACCOUNT"or its Subsidiary, as applicable) and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") such prospective Cash Management Bank shall have executed and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due delivered to Lender under a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the Loan Documents (foregoing sentence) promptly and in any event within 30 days of notice from Lender that the "DEBT SERVICE ACCOUNT"). All creditworthiness of any Cash Management Bank is no longer acceptable in Lender’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Lender that the Accounts shall be held and maintainedoperating performance, invested and governed by the terms funds transfer, or availability procedures or performance of the Cash Management Agreement. Lender shall have Bank with respect to Cash Management Accounts or Lender’s liability under any Cash Management Agreement with such Cash Management Bank is no liability for any loss resulting from the investments of funds longer acceptable in the Lender’s reasonable judgment. (d) The Cash Management Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," shall be deemed cash collateral accounts subject to refer to the funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementControl Agreements.

Cash Management. On or before the Closing Date, Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) All proceeds of assets of the Note Parties and any other amounts payable to any Note Party at any time, shall be deposited by such Note Parties into either (A) a collection account designated as such on Schedule 5(a) to the Perfection Certificate (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with Deposit such Blocked Account Bank an as may be selected by Issuers or (B) for so long as the Revolving Credit Agreement is in effect, a collection account established at PNC for the deposit of such proceeds (all Rents such accounts in clauses (the "DEPOSIT ACCOUNT"A) and (B), the Prepaid Rent Funds “Collection Accounts”). Each Note Party shall deliver to Agent on the Closing Date a Deposit Account Control Agreement with respect to each Collection Account which shall be in “springing” form permitting Note Parties to access and use such Collection Accounts unless and until a “notice of sole control” (such notice, or any similar notice described in any applicable Deposit Account Control Agreement an “Activation Notice”) is issued by Agent (or the "PREPAID RENT ACCOUNT")Revolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations) to the bank at which such Collection Account is maintained; provided, that, Agent shall not issue such an operating account (Activation Notice except after the "OPERATING ACCOUNT") from whichDischarge of Senior Lien Obligations and upon and during the continuance of an Event of Default and shall revoke such Activation Notice if, provided no subsequent thereto, such Event of Default shall have occurredbeen cured or waived. Upon issuance of an Activation Notice, Borrower such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be entitled transferred, on each Business Day, to withdraw monies for uses permitted under this Credit Agreement and Agent (or the Cash Management AgreementRevolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations), either to any account maintained by Agent (or Revolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations) at such bank or by wire transfer to appropriate account(s) of Agent (or Revolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations), and otherwise be in form and substance (including as to the extent of offset and statutory lien rights) reasonably satisfactory to Agent. All funds deposited in such Collection Accounts after issuance of an Activation Notice shall immediately become the property of Agent (or the Revolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations) and be applied to the outstanding Notes or the amounts outstanding under the Revolving Credit Agreement. Neither Agent nor any Noteholder assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank maintaining a Collection Account. (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"), Insurance Premium Funds (the "INSURANCE PREMIUM ACCOUNT"), the Ordinary Capital Expenditure Funds (the "ORDINARY CAPITAL EXPENDITURE FUNDS ACCOUNT"), the Capital Improvement Funds (the "CAPITAL IMPROVEMENT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT") and the Monthly Debt Service Payment Amount and any fees, late charges, default interest and other charges, expenses or reimbursements due to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed by the terms of the Cash Management Agreement. Lender shall have no liability for any loss resulting from the investments of funds in the Accounts that are invested in Permitted Investments and no such loss shall affect Borrower's obligations to pay the Debt or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest or income accrued on funds in the Accounts. Any reference in this Agreement Notwithstanding anything to the "TAX ACCOUNT," the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," and the "DEBT SERVICE ACCOUNT," contrary herein or in any Other Document, Note Parties shall be deemed to refer ensure that Agent does not receive, whether by deposit to the Collection Accounts or otherwise, any funds on deposit in the Cash Management Account which constitute, respectively, the Tax Funds, Insurance Premium Funds, Ordinary Capital Expenditure Funds, Capital Improvement Funds, the Prepaid Rent Funds, Monthly Debt Service Payment Amount (and other sums due under the Loan Documents), as calculated and determined by Lender from any Sanctioned Person or Servicer, it being understood that the foregoing funds are to remain in and be commingled with each other in the Cash Management Account until such time as they are withdrawn for the purposes for which they were intended in accordance with the terms of this Agreement and the Cash Management AgreementSanctioned Country.