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 (a) At the Closing DateClosing, Borrower shall establish in accordance execute and deliver to Lender, and thereafter, as herein provided, following the execution and delivery of any other Lease with the terms and provisions any other replacement tenant(s) which may hereafter occupy all or any portion of the Cash Management Agreement premises demised to Anchor Tenant as of the date hereof, a letter (i“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 Deposit Bank an account for such new tenant. Without the deposit prior written consent of all Rents (the "DEPOSIT ACCOUNT")Lender, the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default shall have occurredwhich 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 entitled 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 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 any tenant of the Tax Funds (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 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 be collateral held in trust for the funds on deposit in the Cash Management Account which constitutebenefit of Lender, 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 shall not be commingled with each any 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 funds or property of this Agreement Borrower, and the Cash Management Agreementshall be delivered by Borrower to Lender within one (1) Business Days following receipt thereof.

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) 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 received in good funds (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into which balances held in the Deposit Account will be swept Collection Account, (the "CASH MANAGEMENT ACCOUNT"iii) and separate accounts 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 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 collateral securing such Note Receivable to Lender under any of the Loan Documents (the "DEBT SERVICE ACCOUNT"). All of the Accounts shall be held and maintained, invested and governed made 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 escrow company, title insurance company or to make the deposits required under ARTICLE IX hereof. Borrower shall report on its federal, state and local income tax reports all interest refinancing lender or income accrued on funds in the Accounts. Any reference in this Agreement purchaser directly to the "TAX ACCOUNT," Collection Account by wire transfer or check drawn on the "INSURANCE PREMIUM ACCOUNT," the "ORDINARY CAPITAL EXPENDITURES ACCOUNT," the "CAPITAL IMPROVEMENT ACCOUNT," the PREPAID RENT ACCOUNT," account of such escrow company or title insurance company or by cashier’s check, 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 iv) until such time as they are withdrawn the Collection Account or an account in Agent’s name for the purposes for which they were intended in accordance with the terms receipt of this Agreement and the Collections (each a “Cash Management AgreementAccount”) 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.

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 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 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 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. (a) On the Funding Date, each Individual Borrower shall notify and advise the Tenant under its respective Lease to transmit when due all Rents directly into a non-interest bearing deposit account established for such Individual Borrower and controlled by Lender (each a “Deposit Account” and collectively, the “Deposit Accounts”) at PNC Bank, N.A. or before such other bank or depository hereafter selected by Lender in its discretion (the Closing Date“Deposit Bank”). Such notification to Tenants shall be made by Borrower pursuant to an instruction letter in the form reasonably satisfactory to Lender (each, a “Tenant Payment Direction Letter”). To the extent permitted or otherwise not prohibited under each Lease, Borrower shall establish direct the Tenant under such Lease to transmit all Rents by wire or other electronic funds transfers. Without the prior written consent of Lender (which may be issued or withheld in accordance with the terms and provisions of the Cash Management Agreement Lender’s discretion), Borrower shall not (i) terminate, amend, revoke or modify any Tenant Payment Direction Letter in any manner, or (ii) direct or cause any Tenant to pay any Rents in any manner other than as provided in the related Tenant Payment Direction Letter. Borrower shall promptly deliver to Lender such evidence as Lender may reasonably request to evidence that Borrower is complying with Deposit Bank an account for the deposit provisions of all Rents (the "DEPOSIT ACCOUNT"this Subsection 4.2(a). At option of Lender or Servicer, the Prepaid Rent Funds (funds in any Deposit Account may be transferred or commingled with funds in the "PREPAID RENT ACCOUNT")other Deposit Account. The Deposit Accounts shall each be under the sole control and dominion of Lender, an operating account (the "OPERATING ACCOUNT") from which, provided no Event of Default and Borrower shall have occurred, no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining the Deposit Accounts and receiving and sending wires or other electronic funds transfers. All wires or other electronic funds transfers into or from the Deposit Account shall be subject to the terms of Deposit Bank's standard agreements for such services. Borrower shall be entitled to withdraw monies cause the Deposit Accounts to be maintained at another bank or depositary approved by Lender in its reasonable discretion, provided that all documentation necessary for uses permitted under this Credit Agreement the establishment and the Cash Management Agreementmaintenance of such accounts and all documentation required to ensure that Lender has a first priority, perfected security interest therein shall be executed and delivered by all necessary parties and shall be in form and substance satisfactory 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"), 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 provided further 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 federalpay all costs and expenses in connection therewith, 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 Agreementincluding Lender’s reasonable attorneys fees.

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 In connection with the Closing DateClosing, Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) Borrower shall enter into a "cash management agreement" with Deposit Bank Lender and Lockbox Bank, in form and substance acceptable to Lender ("Cash Management Agreement"), which shall provide, among other things, that upon the occurrence of a Lockbox Trigger tenants at the Property shall deposit Rent and other receivables related to the Property directly into an account for at the deposit of all Rents Lockbox Bank (the "DEPOSIT ACCOUNT"), the Prepaid Rent Funds (the "PREPAID RENT ACCOUNT"), an operating account (the "OPERATING ACCOUNTLockbox 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 owned and the Cash Management Agreementcontrolled by Lender, and (ii) with Agent an account into which balances held in the Deposit Account will be swept (the "CASH MANAGEMENT ACCOUNT") shall execute and separate accounts deliver to Lender a Tenant Direction Letter for each of the Tax Funds (tenants at 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 Property. which Tenant Direction Letter instructs each such tenant to deposit 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 receivables related to the Property directly into the Lockbox Account. Borrower covenants and agrees to execute and deliver to Lender under any 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. The Lockbox Bank shall apply funds in the Lockbox Account to pay debt service and required reserves, 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. Lender shall have no liability for any loss resulting from the investments of funds Funds remaining in the Accounts that are invested 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 be distributed to Lender to hold as additional collateral for the Loan in Permitted Investments and no such loss shall affect Borrower's obligations the Excess Cash Flow Collateral Reserve pursuant to pay the Debt or to make the deposits required under ARTICLE IX Section 7.5 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, (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 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 Lockbox Account 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 AgreementLender’s Account.

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 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. (a) On or before July 15, 2005, the Closing Date, Borrower shall establish in accordance with the terms and provisions of the Cash Management Agreement (i) with Deposit establish a lockbox under the control of the Bank an account for the deposit of all Rents (the "DEPOSIT ACCOUNT"“Lockbox”) to which all account debtors of the Borrower (the “Account Debtors”) shall forward payments on all accounts receivable of the Borrower (the “Accounts”), other than electronic transfers, which shall be forwarded to the Prepaid Rent Funds Collections Account (the "PREPAID RENT ACCOUNT"as defined below), an operating (ii) establish a deposit account (maintained by the "OPERATING ACCOUNT") from whichBorrower at the Bank to which all collections, provided no Event deposits and other payments on or with respect to the Accounts of Default shall have occurred, the Borrower shall be entitled made pursuant to withdraw monies for uses permitted under this Credit Agreement the terms hereof, to which only the Bank shall have access (the “Collections Account”) and (iii) notify all Account Debtors on all Accounts to forward payment on the Accounts to the Lockbox; provided, however, that the Bank shall have the right to directly contact the Account Debtors at any time to ensure that payments on such accounts are directed to the Lockbox. The Borrower shall execute and deliver to the Bank all documents, instruments, notices and agreements required by the Bank to establish the Lockbox and Collections Account and to notify the Account Debtors as contemplated herein (collectively, the “Lockbox Documents”). The Lockbox Documents shall be in form and content reasonably acceptable to the Bank and the Cash Management Agreement, Guarantor. The Borrower shall pay all of the Bank’s standard fees and (ii) charges in connection with Agent an account into which the Lockbox and the Collections Account as such fees and charges may change from time to time. All payment items received by the Borrower on Accounts shall be held by the Borrower in trust for the Bank and not commingled with the Borrower’s funds and shall be deposited promptly by the Borrower to the Collections Account. All such items shall be the exclusive property of the Bank upon the earlier of the receipt thereof by the Bank or by the Borrower. The Borrower hereby grants to the Bank a security interest in and lien upon all items and balances held in the Deposit Lockbox and the Collections Account will be swept as collateral for all obligations of the Borrower to the Bank whether now or hereafter incurred including, without limitation, all obligations of the Borrower to the Bank hereunder and under the Note (the "CASH MANAGEMENT ACCOUNT") and separate accounts for each of the Tax Funds (the "TAX ACCOUNT"“Obligations”), 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 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. Each Cash Management Bank shall establish and maintain Cash Management Agreements with Lender and Borrowers, the form and substance of which are 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) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Lender's Account. 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 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. 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 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 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 provide that all available funds in the Deposit each Collection Account will be swept transferred, on each Business Day, to Agent (or the "CASH MANAGEMENT ACCOUNT"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 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 separate accounts for each of be applied to the Tax Funds (outstanding Advances or the "TAX ACCOUNT"), Insurance Premium Funds (amounts outstanding under 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 Revolving Credit Agreement. Neither Agent nor any Lender shall have no liability assumes any responsibility for such collection account arrangement, including any loss resulting from the investments claim of funds in the Accounts that are invested in Permitted Investments accord and no such loss shall affect Borrower's obligations satisfaction or release with respect 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 accepted 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 bank maintaining a Collection Account.

Cash Management. On or before In connection with the Closing DateClosing, Borrower shall establish execute and deliver to Lender a Tenant Direction Letter for Anchor Tenant, 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. 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 Anchor Tenant (or any replacement tenant 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 held in 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; 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 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.