Common use of Central Cash Management Clause in Contracts

Central Cash Management. (a) All amounts paid by the issuer of the Rate Cap Agreement (the “Counterparty”) to Borrower or Lender, together with all rents, issues, profits, insurance proceeds, condemnation proceeds, refinancing proceeds and all other sums received with respect to the Premises or distributed with respect to the Equity Interests after all sums which are then due and payable have been paid to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents (collectively, “Remaining Rents”), shall be paid by federal wire transfer or automatic clearing house funds (“ACH”) to Lender and shall be deposited immediately into an Eligible Account located at a bank satisfactory to Lender (the “Lockbox Account”). Lender has established the Lockbox Account in the name of Lender as secured party. The Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall contain the Debt Service Payment Account (an “Account” and together with the other accounts now or hereafter required to be established pursuant to this Section 2.27, collectively, the “Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of the Lockbox Agreement. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Lockbox Account, all in accordance with the terms and conditions of the Lockbox Agreement. Borrower shall have no right of withdrawal in respect of the Lockbox Account. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Lockbox Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Borrower shall enter into or shall cause Owner to enter into a substitute cash management agreement and related lockbox agreement (collectively, the “Substitute CMA Agreements”) with substantially the same terms as the agreements entered into as of the date hereof in connection with the Mortgage Loan as a condition to the satisfaction of the Mortgage Loan or if Mortgage Lender is not requiring that sums be deposited into any Sub-Accounts or Escrow Accounts. Such substitute agreements shall provide that all Remaining Rents shall be deposited into the Lockbox Account for disbursement in accordance with the terms of the Substitute CMA Agreements, the Lockbox Agreement (as amended to conform with the Substitute CMA Agreements) and this Agreement. Additionally, on or before the Closing Date, Borrower shall establish or cause Owner to establish such escrow and reserve accounts and deposit such amounts into such accounts as required pursuant to the terms of the Mortgage Loan Documents. After the occurrence and during the continuance of an Event of Default, the funds on deposit in the Lockbox Account, and all other funds received by Lender in respect of the Loan, shall be disbursed and applied in such order and such manner as Lender shall elect in its sole discretion. If Borrower shall receive any Remaining Rents other than in accordance with this Agreement, Borrower shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Borrower, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in accordance with this Agreement.

Central Cash Management. (a) All amounts paid by the issuer of the Rate Cap Agreement (the “Counterparty”) to Borrower or Lender, together with all rents, issues, profits, insurance proceeds, condemnation proceeds, refinancing proceeds and all other sums received with respect to the Premises or distributed with respect to the Equity Interests after all sums which are then due and payable have been paid to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents and to Senior Mez Lender pursuant to the terms of the Senior Mez Loan Agreement (collectively, “Remaining Rents”), shall be paid by federal wire transfer or automatic clearing house funds (“ACH”) to Lender and shall be deposited immediately into an Eligible Account located at a bank satisfactory to Lender (the “Lockbox Account”). Lender has established the Lockbox Account in the name of Lender as secured party. The Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall contain the Debt Service Payment Account (an “Account” and together with the other accounts now or hereafter required to be established pursuant to this Section 2.27, collectively, the “Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of the Lockbox Agreement. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Lockbox Account, all in accordance with the terms and conditions of the Lockbox Agreement. Borrower shall have no right of withdrawal in respect of the Lockbox Account. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Lockbox Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Subject to the rights of Senior Mez Lender pursuant to the terms of the Senior Mez Loan Agreement, Borrower shall enter into or shall cause Owner to enter into a substitute cash management agreement and related lockbox agreement (collectively, the “Substitute CMA Agreements”) with substantially the same terms as the agreements entered into as of the date hereof in connection with the Mortgage Loan as a condition to the satisfaction of the Mortgage Loan or if Mortgage Lender is not requiring that sums be deposited into any Sub-Accounts or Escrow Accounts. Such substitute agreements shall provide that all Remaining Rents shall be deposited into the Lockbox Account for disbursement in accordance with the terms of the Substitute CMA Agreements, the Lockbox Agreement (as amended to conform with the Substitute CMA Agreements) and this Agreement. Additionally, on or before the Closing Date, Borrower shall establish or cause Owner to establish such escrow and reserve accounts and deposit such amounts into such accounts as required pursuant to the terms of the Mortgage Loan Documents. After the occurrence and during the continuance of an Event of Default, the funds on deposit in the Lockbox Account, and all other funds received by Lender in respect of the Loan, shall be disbursed and applied in such order and such manner as Lender shall elect in its sole discretion. If Borrower shall receive any Remaining Rents other than in accordance with this Agreement, Borrower shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Borrower, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in accordance with this Agreement.

Central Cash Management. (a) All amounts paid by the issuer of the Rate Cap Agreement (the “Counterparty”) to Borrower or Lender, together with all rents, issues, profits, insurance proceeds, condemnation proceeds, refinancing proceeds and all other sums received with respect to the Premises or distributed with respect to the Equity Interests after all sums which are then due and payable have been paid to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents (collectively, “Remaining Rents”), shall be paid by federal wire transfer or automatic clearing house funds (“ACH”) to Lender and shall be deposited immediately into an Eligible Account located at a bank satisfactory to Lender (the “Lockbox Account”). Lender has established the Lockbox Account in the name of Lender as secured party. The Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall contain have a sub-account on a ledger basis entitled the “Debt Service Payment Account Account” (an the “Debt Service Sub-Account” and together with the other accounts now or hereafter required to be established pursuant to this Section 2.27, collectively, the “Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of the Lockbox Agreement. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Lockbox Account, all in accordance with the terms and conditions of the Lockbox Agreement. Borrower shall have no right of withdrawal in respect of the Lockbox Account. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Lockbox Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Borrower shall enter into or shall cause Owner to enter into a substitute cash management agreement and related lockbox agreement (collectively, the “Substitute CMA Agreements”) with substantially the same terms as the agreements entered into as of the date hereof in connection with the Mortgage Loan as a condition to the satisfaction of the Mortgage Loan or if Mortgage Lender is not requiring that sums be deposited into any Sub-Accounts or Escrow Accounts. Such substitute agreements shall provide that all Remaining Rents shall be deposited into the Lockbox Account for disbursement in accordance with the terms of the Substitute CMA Agreements, the Lockbox Agreement (as amended to conform with the Substitute CMA Agreements) and this Agreement. Additionally, on or before the Closing Date, Borrower shall establish or cause Owner to establish such escrow and reserve accounts and deposit such amounts into such accounts as required pursuant to the terms of the Mortgage Loan Documents. After the occurrence and during the continuance of an Event of Default, the funds on deposit in the Lockbox Account, and all other funds received by Lender in respect of the Loan, shall be disbursed and applied in such order and such manner as Lender shall elect in its sole discretion. If Borrower shall receive any Remaining Rents other than in accordance with this Agreement, Borrower shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Borrower, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in accordance with this Agreement.

Central Cash Management. (a) All amounts paid by the issuer of the Rate Cap Agreement (the “Counterparty”) to Borrower or Lender, together with all rents, issues, profits, insurance proceeds, condemnation proceeds, refinancing proceeds and all other sums received with respect to the Premises or distributed with respect to the Equity Interests after all sums which are then due and payable have been paid to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents Documents, to Senior Mez Lender pursuant to the terms of the Senior Mez Loan Agreement and to Intermediate Mez Lender pursuant to the terms of the Intermediate Mez Loan Agreement (collectively, “Remaining Rents”), shall be paid by federal wire transfer or automatic clearing house funds (“ACH”) to Lender and shall be deposited immediately into an Eligible Account located at a bank satisfactory to Lender (the “Lockbox Account”). Lender has established the Lockbox Account in the name of Lender as secured party. The Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall contain the Debt Service Payment Account (an “Account” and together with the other accounts now or hereafter required to be established pursuant to this Section 2.27, collectively, the “Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of the Lockbox Agreement. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Lockbox Account, all in accordance with the terms and conditions of the Lockbox Agreement. Borrower shall have no right of withdrawal in respect of the Lockbox Account. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Lockbox Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Subject to the rights of Senior Mez Lender pursuant to the terms of the Senior Mez Loan Agreement and Intermediate Mez Lender pursuant to the terms of the Intermediate Mez Loan Agreement, Borrower shall enter into or shall cause Owner to enter into a substitute cash management agreement and related lockbox agreement (collectively, the “Substitute CMA Agreements”) with substantially the same terms as the agreements entered into as of the date hereof in connection with the Mortgage Loan as a condition to the satisfaction of the Mortgage Loan or if Mortgage Lender is not requiring that sums be deposited into any Sub-Accounts or Escrow Accounts. Such substitute agreements shall provide that all Remaining Rents shall be deposited into the Lockbox Account for disbursement in accordance with the terms of the Substitute CMA Agreements, the Lockbox Agreement (as amended to conform with the Substitute CMA Agreements) and this Agreement. Additionally, on or before the Closing Date, Borrower shall establish or cause Owner to establish such escrow and reserve accounts and deposit such amounts into such accounts as required pursuant to the terms of the Mortgage Loan Documents. After the occurrence and during the continuance of an Event of Default, the funds on deposit in the Lockbox Account, and all other funds received by Lender in respect of the Loan, shall be disbursed and applied in such order and such manner as Lender shall elect in its sole discretion. If Borrower shall receive any Remaining Rents other than in accordance with this Agreement, Borrower shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Borrower, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in accordance with this Agreement.

Central Cash Management. (a) All amounts paid by the issuer of the Rate Cap Agreement (the “Counterparty”) to Borrower or Lender, together with all rents, issues, profits, insurance proceeds, condemnation proceeds, refinancing proceeds and all other sums received with respect to the Premises or distributed with respect to the Equity Interests after all sums which are then due and payable have been paid to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents, to Senior Mezz Lender pursuant to the terms of the Senior Mezz Loan Agreement and to Intermediate Mezz Lender pursuant to the terms of the Intermediate Mezz Loan Documents (collectively, “Remaining Rents”), shall be paid by federal wire transfer or automatic clearing house funds (“ACH”) to Lender and shall be deposited immediately into an Eligible the Lockbox Account located at a bank satisfactory to Lender (the “Lockbox Account”as defined below). Lender has established the Lockbox Account in the name of Lender as secured party. The Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall contain have a sub-account on a ledger basis entitled the “Debt Service Payment Account Account” (an the “Debt Service Sub-Account” and together with the other accounts now or hereafter required to be established pursuant to this Section 2.27, collectively, the “Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of the Lockbox Agreement. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Lockbox Account, all in accordance with the terms and conditions of the Lockbox Agreement. Borrower shall have no right of withdrawal in respect of the Lockbox Account. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Lockbox Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Borrower shall enter into or shall cause Owner to enter into a substitute cash management agreement and related lockbox agreement (collectively, the “Substitute CMA Agreements”) with substantially the same terms as the agreements entered into as of the date hereof in connection with the Mortgage Loan as a condition to the satisfaction of the Mortgage Loan or if Mortgage Lender is not requiring that sums be deposited into any Sub-Accounts or Escrow AccountsAccounts (each as defined in the Mortgage). Such substitute agreements shall provide that all Remaining Rents shall be deposited into the Lockbox Account for disbursement in accordance with the terms of the Substitute CMA Agreements, the Lockbox Agreement (as amended to conform with the Substitute CMA Agreements) and this Agreement. Additionally, on or before the Closing Date, Borrower shall establish or cause Owner to establish such escrow and reserve accounts and deposit such amounts into such accounts as required pursuant to the terms of the Mortgage Loan Documents. After the occurrence and during the continuance of an Event of Default, the funds on deposit in the Lockbox Account, and all other funds received by Lender in respect of the Loan, shall be disbursed and applied in such order and such manner as Lender shall elect in its sole discretion. If Borrower shall receive any Remaining Rents other than in accordance with this Agreement, Borrower shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Borrower, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in accordance with this Agreement.

Central Cash Management. (a) All amounts paid by the issuer of the Rate Cap Agreement (the “"Counterparty”") to Borrower or Lender, together with all rents, issues, profits, insurance proceeds, condemnation proceeds, refinancing proceeds and all other sums received with respect to the Premises or distributed with respect to the Equity Interests after all sums which are then due and payable have been authorized or required to be paid to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents (collectively, “"Remaining Rents”"), shall be paid by federal wire transfer or automatic clearing house funds (“"ACH”") to Lender and shall be deposited immediately into an Eligible Account located at a bank satisfactory to Lender (the “"Lockbox Account”"). Lender has established the Lockbox Account in the name of Lender as secured party. The Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall contain the Debt Service Payment Account (an “"Account” " and together with the other accounts now or hereafter required to be established pursuant to this Section 2.27, collectively, the “"Accounts”") to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of the Lockbox Agreement. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Lockbox Account, all in accordance with the terms and conditions of the Lockbox Agreement. Borrower shall have no right of withdrawal in respect of the Lockbox Account. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Lockbox Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Borrower shall enter into or shall cause Owner to enter into a substitute cash management agreement and related lockbox agreement (collectively, the “"Substitute CMA Agreements”") with substantially the same terms as the agreements entered into as of the date hereof in connection with the Mortgage Loan as a condition to the satisfaction of the Mortgage Loan or if Mortgage Lender is not requiring that sums be deposited into any Sub-Accounts or Escrow Accounts. Such substitute agreements shall provide that all Remaining Rents shall be deposited into the Lockbox Account for disbursement in accordance with the terms of the Substitute CMA Agreements, the Lockbox Agreement (as amended to conform with the Substitute CMA Agreements) and this Agreement. Additionally, on or before the Closing Date, Borrower shall establish or cause Owner to establish such escrow and reserve accounts and deposit such amounts into such accounts as required pursuant to the terms of the Mortgage Loan Documents. After the occurrence and during the continuance of an Event of Default, the funds on deposit in the Lockbox Account, and all other funds received by Lender in respect of the Loan, shall be disbursed and applied in such order and such manner as Lender shall elect in its sole discretion. If Borrower shall receive any Remaining Rents other than in accordance with this Agreement, Borrower shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Borrower, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in accordance with this Agreement.

Central Cash Management. (a) All amounts paid by the issuer of the Rate Cap Agreement (the “Counterparty”) to Borrower or Lender, together with all rents, issues, profits, insurance proceeds, condemnation proceeds, refinancing proceeds and all other sums received with respect to the Premises or distributed with respect to the Equity Interests after all sums which are then due and payable have been paid to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents and to Senior Mezz Lender pursuant to the terms of the Senior Mezz Loan Agreement (collectively, “Remaining Rents”), shall be paid by federal wire transfer or automatic clearing house funds (“ACH”) to Lender and shall be deposited immediately into an Eligible the Lockbox Account located at a bank satisfactory to Lender (the “Lockbox Account”as defined below). Lender has established the Lockbox Account in the name of Lender as secured party. The Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall contain have a sub-account on a ledger basis entitled the “Debt Service Payment Account Account” (an the “Debt Service Sub-Account” and together with the other accounts now or hereafter required to be established pursuant to this Section 2.27, collectively, the “Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of the Lockbox Agreement. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Lockbox Account, all in accordance with the terms and conditions of the Lockbox Agreement. Borrower shall have no right of withdrawal in respect of the Lockbox Account. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Lockbox Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Borrower shall enter into or shall cause Owner to enter into a substitute cash management agreement and related lockbox agreement (collectively, the “Substitute CMA Agreements”) with substantially the same terms as the agreements entered into as of the date hereof in connection with the Mortgage Loan as a condition to the satisfaction of the Mortgage Loan or if Mortgage Lender is not requiring that sums be deposited into any Sub-Accounts or Escrow AccountsAccounts (each as defined in the Mortgage). Such substitute agreements shall provide that all Remaining Rents shall be deposited into the Lockbox Account for disbursement in accordance with the terms of the Substitute CMA Agreements, the Lockbox Agreement (as amended to conform with the Substitute CMA Agreements) and this Agreement. Additionally, on or before the Closing Date, Borrower shall establish or cause Owner to establish such escrow and reserve accounts and deposit such amounts into such accounts as required pursuant to the terms of the Mortgage Loan Documents. After the occurrence and during the continuance of an Event of Default, the funds on deposit in the Lockbox Account, and all other funds received by Lender in respect of the Loan, shall be disbursed and applied in such order and such manner as Lender shall elect in its sole discretion. If Borrower shall receive any Remaining Rents other than in accordance with this Agreement, Borrower shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Borrower, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in accordance with this Agreement.

Central Cash Management. (a) All amounts paid by the issuer of the Rate Cap Agreement (the “"Counterparty”") to Borrower or Lender, together with all rents, issues, profits, insurance proceeds, condemnation proceeds, refinancing proceeds and all other sums received with respect to the Premises or distributed with respect to the Equity Interests after all sums which are then due and payable have been authorized or required to be paid to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents Documents, to the First Mez Loan Agreement and to the Second Mez Loan Agreement (collectively, “"Remaining Rents”"), shall be paid by federal wire transfer or automatic clearing house funds (“"ACH”") to Lender and shall be deposited immediately into an Eligible Account located at a bank satisfactory to Lender (the “"Lockbox Account”"). Lender has established the Lockbox Account in the name of Lender as secured party. The Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall contain the Debt Service Payment Account (an “"Account” " and together with the other accounts now or hereafter required to be established pursuant to this Section 2.27, collectively, the “"Accounts”") to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of the Lockbox Agreement. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Lockbox Account, all in accordance with the terms and conditions of the Lockbox Agreement. Borrower shall have no right of withdrawal in respect of the Lockbox Account. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Lockbox Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Borrower shall enter into or shall cause Owner to enter into a substitute cash management agreement and related lockbox agreement (collectively, the “"Substitute CMA Agreements”") with substantially the same terms as the agreements entered into as of the date hereof in connection with the Mortgage Loan as a condition to the satisfaction of the Mortgage Loan or if Mortgage Lender is not requiring that sums be deposited into any Sub-Accounts or Escrow Accounts. Such substitute agreements shall provide that all Remaining Rents shall be deposited into the Lockbox Account for disbursement in accordance with the terms of the Substitute CMA Agreements, the Lockbox Agreement (as amended to conform with the Substitute CMA Agreements) and this Agreement. Additionally, on or before the Closing Date, Borrower shall establish or cause Owner to establish such escrow and reserve accounts and deposit such amounts into such accounts as required pursuant to the terms of the Mortgage Loan Documents. After the occurrence and during the continuance of an Event of Default, the funds on deposit in the Lockbox Account, and all other funds received by Lender in respect of the Loan, shall be disbursed and applied in such order and such manner as Lender shall elect in its sole discretion. If Borrower shall receive any Remaining Rents other than in accordance with this Agreement, Borrower shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Borrower, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in accordance with this Agreement.

Central Cash Management. (a) All amounts paid by the issuer of the Rate Cap Agreement (the “Counterparty”) to Borrower or Lender, together with all rents, issues, profits, insurance proceeds, condemnation proceeds, refinancing proceeds and all other sums received with respect to the Premises or distributed with respect to the Equity Interests after all sums which are then due and payable have been paid to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents (collectively, “Remaining Rents”), shall be paid by federal wire transfer or automatic clearing house funds (“ACH”) to Lender and shall be deposited immediately into an Eligible the Lockbox Account located at a bank satisfactory to Lender (the “Lockbox Account”as defined below). Lender has established the Lockbox Account in the name of Lender as secured partyparty . The Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall contain have a sub-account on a ledger basis entitled the “Debt Service Payment Account Account” (an the “Debt Service Sub-Account” and together with the other accounts now or hereafter required to be established pursuant to this Section 2.27, collectively, the “Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of the Lockbox Agreement. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Lockbox Account, all in accordance with the terms and conditions of the Lockbox Agreement. Borrower shall have no right of withdrawal in respect of the Lockbox Account. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Lockbox Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Borrower shall enter into or shall cause Owner to enter into a substitute cash management agreement and related lockbox agreement (collectively, the “Substitute CMA Agreements”) with substantially the same terms as the agreements entered into as of the date hereof in connection with the Mortgage Loan as a condition to the satisfaction of the Mortgage Loan or if Mortgage Lender is not requiring that sums be deposited into any Sub-Accounts or Escrow AccountsAccounts (each as defined in the Mortgage). Such substitute agreements shall provide that all Remaining Rents shall be deposited into the Lockbox Account for disbursement in accordance with the terms of the Substitute CMA Agreements, the Lockbox Agreement (as amended to conform with the Substitute CMA Agreements) and this Agreement. Additionally, on or before the Closing Date, Borrower shall establish or cause Owner to establish such escrow and reserve accounts and deposit such amounts into such accounts as required pursuant to the terms of the Mortgage Loan Documents. After the occurrence and during the continuance of an Event of Default, the funds on deposit in the Lockbox Account, and all other funds received by Lender in respect of the Loan, shall be disbursed and applied in such order and such manner as Lender shall elect in its sole discretion. If Borrower shall receive any Remaining Rents other than in accordance with this Agreement, Borrower shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Borrower, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in accordance with this Agreement.

Central Cash Management. (a) All amounts paid by the issuer of the Rate Cap Agreement (the “Counterparty”) to Borrower or LenderLender with respect to the Loan, together with all rents, issues, profits, insurance proceeds, condemnation proceeds, refinancing proceeds and all other sums received by each Borrower with respect to the Premises or distributed with respect to the Equity Interests after all sums which are then due and payable have been paid to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents (collectively, “Remaining Rents”), shall be paid by federal wire transfer or automatic clearing house funds (“ACH”) to Lender and shall be deposited immediately into an Eligible Account located at a bank satisfactory to Lender (the “Lockbox Account”). Lender has established the Lockbox Account in the name of Lender as secured party. The Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall contain the “Debt Service Payment Account Account” (an “Account” and together with the other accounts now or hereafter required to be established pursuant to this Section 2.27, collectively, the “Accounts”) to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of the Lockbox Agreement. Each Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Lockbox Account, all in accordance with the terms and conditions of the Lockbox Agreement. Neither Borrower shall have no a right of withdrawal in respect of the Lockbox Account. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Lockbox Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Each Borrower shall enter into or shall cause Owner to enter into a substitute cash management agreement and related lockbox agreement (collectively, the “Substitute CMA Agreements”) with substantially the same terms as the agreements entered into as of the date hereof in connection with the Mortgage Loan as a condition to the satisfaction of the Mortgage Loan or if Mortgage Lender is not requiring that sums be deposited into any Sub-Accounts or Escrow Accounts. Such substitute agreements shall provide that all Remaining Rents shall be deposited into the Lockbox Account for disbursement in accordance with the terms of the Substitute CMA Agreements, the Lockbox Agreement (as amended to conform with the Substitute CMA Agreements) and this Agreement. Additionally, on or before the Closing Date, each Borrower shall establish or cause Owner to establish such escrow and reserve accounts and deposit such amounts into such accounts as required pursuant to the terms of the Mortgage Loan Documents. After the occurrence and during the continuance of an Event of Default, the funds on deposit in the Lockbox Account, and all other funds received by Lender in respect of the Loan, shall be disbursed and applied in such order and such manner as Lender shall elect in its sole discretion. If either Borrower shall receive any Remaining Rents other than in accordance with this Agreement, such Borrower shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of such Borrower, or any other Borrower, and will immediately will, within two (2) Business Days after such Borrower’s receipt of same, pay and deliver in kind, all such payments directly to Lender for application by Lender in accordance with this Agreement.

Central Cash Management. (a) All amounts paid by the issuer of the Rate Cap Agreement (the “"Counterparty”") to Borrower or Lender, together with all rents, issues, profits, insurance proceeds, condemnation proceeds, refinancing proceeds and all other sums received with respect to the Premises or distributed with respect to the Equity Interests after all sums which are then due and payable have been authorized or required to be paid to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents Documents, First Mez Loan Agreement, Second Mez Loan Agreement and Third Mez Loan Agreement (collectively, “"Remaining Rents”"), shall be paid by federal wire transfer or automatic clearing house funds (“"ACH”") to Lender and shall be deposited immediately into an Eligible Account located at a bank satisfactory to Lender (the “"Lockbox Account”"). Lender has established the Lockbox Account in the name of Lender as secured party. The Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall contain the Debt Service Payment Account (an “"Account” " and together with the other accounts now or hereafter required to be established pursuant to this Section 2.27, collectively, the “"Accounts”") to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of the Lockbox Agreement. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Lockbox Account, all in accordance with the terms and conditions of the Lockbox Agreement. Borrower shall have no right of withdrawal in respect of the Lockbox Account. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Lockbox Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Borrower shall enter into or shall cause Owner to enter into a substitute cash management agreement and related lockbox agreement (collectively, the “"Substitute CMA Agreements”") with substantially the same terms as the agreements entered into as of the date hereof in connection with the Mortgage Loan as a condition to the satisfaction of the Mortgage Loan or if Mortgage Lender is not requiring that sums be deposited into any Sub-Accounts or Escrow Accounts. Such substitute agreements shall provide that all Remaining Rents shall be deposited into the Lockbox Account for disbursement in accordance with the terms of the Substitute CMA Agreements, the Lockbox Agreement (as amended to conform with the Substitute CMA Agreements) and this Agreement. Additionally, on or before the Closing Date, Borrower shall establish or cause Owner to establish such escrow and reserve accounts and deposit such amounts into such accounts as required pursuant to the terms of the Mortgage Loan Documents. After the occurrence and during the continuance of an Event of Default, the funds on deposit in the Lockbox Account, and all other funds received by Lender in respect of the Loan, shall be disbursed and applied in such order and such manner as Lender shall elect in its sole discretion. If Borrower shall receive any Remaining Rents other than in accordance with this Agreement, Borrower shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Borrower, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in accordance with this Agreement.

Central Cash Management. (a) All amounts paid by the issuer of the Rate Cap Agreement (the “"Counterparty”") to Borrower or Lender, together with all rents, issues, profits, insurance proceeds, condemnation proceeds, refinancing proceeds and all other sums received with respect to the Premises or distributed with respect to the Equity Interests after all sums which are then due and payable have been authorized or required to be paid to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents and the First Mez Loan Agreement (collectively, “"Remaining Rents”"), shall be paid by federal wire transfer or automatic clearing house funds (“"ACH”") to Lender and shall be deposited immediately into an Eligible Account located at a bank satisfactory to Lender (the “"Lockbox Account”"). Lender has established the Lockbox Account in the name of Lender as secured party. The Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall contain the Debt Service Payment Account (an “"Account” " and together with the other accounts now or hereafter required to be established pursuant to this Section 2.27, collectively, the “"Accounts”") to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of the Lockbox Agreement. Borrower hereby irrevocably directs and authorizes Lender to withdraw funds from the Lockbox Account, all in accordance with the terms and conditions of the Lockbox Agreement. Borrower shall have no right of withdrawal in respect of the Lockbox Account. Each transfer of funds to be made hereunder shall be made only to the extent that funds are on deposit in the Lockbox Account, and Lender shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Borrower shall enter into or shall cause Owner to enter into a substitute cash management agreement and related lockbox agreement (collectively, the “"Substitute CMA Agreements”") with substantially the same terms as the agreements entered into as of the date hereof in connection with the Mortgage Loan as a condition to the satisfaction of the Mortgage Loan or if Mortgage Lender is not requiring that sums be deposited into any Sub-Accounts or Escrow Accounts. Such substitute agreements shall provide that all Remaining Rents shall be deposited into the Lockbox Account for disbursement in accordance with the terms of the Substitute CMA Agreements, the Lockbox Agreement (as amended to conform with the Substitute CMA Agreements) and this Agreement. Additionally, on or before the Closing Date, Borrower shall establish or cause Owner to establish such escrow and reserve accounts and deposit such amounts into such accounts as required pursuant to the terms of the Mortgage Loan Documents. After the occurrence and during the continuance of an Event of Default, the funds on deposit in the Lockbox Account, and all other funds received by Lender in respect of the Loan, shall be disbursed and applied in such order and such manner as Lender shall elect in its sole discretion. If Borrower shall receive any Remaining Rents other than in accordance with this Agreement, Borrower shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Borrower, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in accordance with this Agreement.