Common use of Deposit Account and Cash Management Account Clause in Contracts

Deposit Account and Cash Management Account. (a) Borrower acknowledges and confirms that Borrower has established, and Borrower covenants that it shall maintain, pursuant to the Deposit Account Control Agreement, an Eligible Account with Deposit Bank into which Borrower shall, and shall cause any Manager to, deposit or cause to be deposited, all Rents and other revenue from the Property (such account, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the "Deposit Account"). In the event Deposit Bank ceases to qualify as an Eligible Institution, resigns as Deposit Bank, or defaults under or terminates the Deposit Account Control Agreement, Borrower shall cooperate with Lender in designating a successor Eligible Institution and transferring the Deposit Account to such Eligible Institution, each within thirty (30) days after request by Lender. During the continuance of an Event of Default, Lender shall have the right, and Borrower hereby grants to Lender a power of attorney (which power of attorney shall be coupled with an interest and irrevocable so long as any portion of the Debt remains outstanding), to designate a successor Eligible Institution to serve as Deposit Bank. Borrower covenants that it shall promptly notify Lender of the occurrence of any event or condition that will result in the commencement or the cessation of a Cash Sweep Period. (b) Borrower covenants that it shall, not later than thirty (30) days following receipt of written notice from Lender that a Cash Sweep Period has commenced, promptly establish and during the continuance of the Cash Sweep Period maintain, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank into which funds in the Deposit Account shall be transferred pursuant to the terms of Section 10.2(b) hereof (such account, the sub-accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the "Cash Management Account"). In the event Cash Management Bank ceases to qualify as an Eligible Institution, resigns or defaults under or terminates the Cash Management Agreement, Borrower shall cooperate with Lender in designating a successor Eligible Institution and transferring the Cash Management Account to such Eligible Institution, each within thirty (30) days after request by Lender. During the continuance of an Event of Default, Lender shall have the right, and Borrower hereby grants to Lender a power of attorney (which power of attorney shall be coupled with an interest and irrevocable so long as any portion of the Debt remains outstanding), to designate a successor Eligible Institution to serve as Cash Management Bank. (c) The Deposit Account and Cash Management Account shall each be in the name of Borrower for the benefit of Lender, provided that Borrower shall be the owner of all funds on deposit in such accounts for federal and applicable state and local tax purposes. (d) The Deposit Account and Cash Management Account shall be subject to the exclusive dominion and control of Lender and, except as otherwise expressly provided herein, neither Borrower, any Manager nor any other party claiming on behalf of, or through, Borrower or any Manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto.

Deposit Account and Cash Management Account. (a) Borrower acknowledges and confirms that Borrower has established, and Borrower covenants that it shall maintain, pursuant to the Deposit Account Control Agreement, an Eligible Account with Deposit Bank into which Borrower shall, and shall cause any Manager to, deposit or cause to be deposited, all Rents and other revenue from the Property Properties (such account, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the "“Deposit Account"”). In the event Deposit Bank ceases to qualify as an Eligible Institution, resigns as Deposit Bank, or defaults under or terminates the Deposit Account Control Agreement, Borrower shall cooperate with Lender in designating a successor Eligible Institution and transferring the Deposit Account to such Eligible Institution, each within thirty (30) days after request by Lender. During In the continuance of an Event of Defaultevent Borrower fails to do so, Lender shall have the right, and Borrower hereby grants to Lender a power of attorney (which power of attorney shall be coupled with an interest and irrevocable so long as any portion of the Debt remains outstanding), to designate a successor Eligible Institution to serve as Deposit Bank. Borrower covenants that it shall promptly notify Lender of the occurrence of any event or condition that will result in the commencement or the cessation of a Cash Sweep Period. (b) Borrower covenants that it shall, not later than thirty (30) days following receipt of written notice from Lender that a Cash Sweep Period has commenced, promptly establish acknowledges and during the continuance of the Cash Sweep Period maintainconfirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank into which funds in the Deposit Account shall be transferred pursuant to the terms of Section 10.2(b) hereof (such account, the sub-accounts sub‑accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the "“Cash Management Account"). In the event Cash Management Bank ceases to qualify as an Eligible Institution, resigns or defaults under or terminates the Cash Management Agreement, Borrower shall cooperate with Lender in designating a successor Eligible Institution and transferring the Cash Management Account to such Eligible Institution, each within thirty (30”) days after request by Lender. During the continuance of an Event of Default, Lender shall have the right, and Borrower hereby grants to Lender a power of attorney (which power of attorney shall be coupled with an interest and irrevocable so long as any portion of the Debt remains outstanding), to designate a successor Eligible Institution to serve as Cash Management Bankestablished. (c) The Deposit Account and Cash Management Account shall each be in the name of The GC Net Lease (Lynnwood I) Investors, LLC on behalf of each Borrower for the benefit of Lender, provided that Borrower shall be the owner of all funds on deposit in such accounts for federal and applicable state and local tax purposes. (d) The Deposit Account and Cash Management Account shall be subject to the exclusive dominion and control of Lender and, except as otherwise expressly provided herein, neither Borrower, any Manager nor any other party claiming on behalf of, or through, Borrower or any Manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto.

Deposit Account and Cash Management Account. (a) Borrower acknowledges The Borrowers acknowledge and confirms confirm that Borrower has the Borrowers have established, and Borrower covenants the Borrowers covenant that it shall they will maintain, pursuant to the Deposit Account Control Agreement, an one (1) Eligible Account with Deposit Bank into which Borrower the Borrowers shall, and shall cause any Manager Managers to, deposit or cause to be deposited, all Rents and other revenue from the Property Properties (such account, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account accounts or funds therein, are are, individually or collectively as the context may require, referred to herein as the "“Deposit Account"”). The Deposit Account shall be initially entitled with the name of the applicable Borrower followed by “Plymouth MWG Holdings LLC, for the benefit of Special Situations Investing Group II, LLC, as administrative agent, its successors and/or assigns – Deposit Account”; provided that Agent shall have the right, upon notice to Deposit Bank and such Borrower, to change the title of the Deposit Account. Each Borrower (i) hereby grants to the Agent a first priority security interest in the Deposit Account and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of the Agent a perfected first priority security interest in the Deposit Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. The Borrowers will notify the Agent promptly of the account number and any other relevant information concerning the Deposit Account and will not in any way alter or modify the Deposit Account or the terms on which it is being maintained except with the Agent’s prior consent. The Agent shall have the sole right to make withdrawals from the Deposit Account and all costs and expenses for establishing and maintaining the Deposit Account shall be paid by the Borrowers. In the event Deposit Bank ceases to qualify as an Eligible Institution, resigns as Deposit Bank, or defaults under or terminates the Deposit Account Control Agreement, Borrower the Borrowers shall cooperate with Lender in designating designate a successor Eligible Institution reasonably approved by the Agent and transferring transfer the Deposit Account to such Eligible Institution, each Institution within thirty (30) days after request by Lenderthe Agent. During In addition to the continuance of an Event of Defaultforegoing, Lender the Agent shall have the right, and each Borrower hereby grants to Lender the Agent a power of attorney (which power of attorney shall be considered coupled with an interest and irrevocable so long as any portion of the Debt remains outstanding), to designate a successor Eligible Institution to serve as Deposit Bank. Bank and to take such actions as are necessary to move funds into the replacement account and otherwise cause such account to serve as the Deposit Account hereunder (and each Borrower covenants agrees that it shall promptly notify Lender of will cooperate as requested by the occurrence of Agent in any event or condition that will result in the commencement or the cessation of a Cash Sweep Periodsuch change). (b) Borrower covenants that it shall, not later than thirty (30) days following receipt of written notice from Lender that a Cash Sweep Period has commenced, promptly The Borrowers shall establish and during maintain a segregated Eligible Account (the continuance “Cash Management Account”) with the Cash Management Bank, which Cash Management Account shall be under the sole dominion and control of the Cash Sweep Period maintain, pursuant to Agent and shall be governed by the Cash Management Agreement, an Eligible Account with . The Cash Management Bank into which funds in the Deposit Account shall initially be transferred pursuant to entitled “Plymouth MWG Holdings LLC, for the terms benefit of Section 10.2(b) hereof (such accountSpecial Situations Investing Group II, the sub-accounts thereofLLC, all funds at any time on deposit therein as administrative agent, and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the "its successors and/or assigns – Cash Management Account"). In ”; provided that the event Cash Management Bank ceases to qualify as an Eligible Institution, resigns or defaults under or terminates the Cash Management Agreement, Borrower shall cooperate with Lender in designating a successor Eligible Institution and transferring the Cash Management Account to such Eligible Institution, each within thirty (30) days after request by Lender. During the continuance of an Event of Default, Lender Agent shall have the right, upon notice to Cash Management Bank and Borrower the Borrowers, to change the title of the Cash Management Account. The Borrowers (i) hereby grants grant to Lender the Agent, for the benefit of Lender, a power first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of attorney (the Agent a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. The Borrowers will notify the Agent promptly of the account number and any other relevant information concerning the Cash Management Account and will not in any way alter or modify the Cash Management Account or the terms on which power of attorney it is being maintained except with the Agent’s prior consent. The Agent shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be coupled with an interest and irrevocable so long as any portion of paid by the Debt remains outstanding), to designate a successor Eligible Institution to serve as Cash Management BankBorrowers. (c) The Deposit Account and Cash Management Account shall each be in the name of Borrower the Borrowers, collectively, for the benefit of Lenderthe Agent, provided that Borrower the Borrowers shall be the owner of all funds on deposit in such accounts for federal and applicable state and local tax Tax purposes. (d) The Deposit Account and Cash Management Account shall be subject to the exclusive dominion and control of Lender the Agent and, except as otherwise expressly provided herein, neither any Borrower, any Manager nor any other party claiming on behalf of, or through, any Borrower or any Manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto. (e) The Borrowers shall deliver, on or before the Closing Date, (i) irrevocable written instructions to each Manager to deliver all Rents and other revenues received from any of the Properties directly to the Deposit Account and (ii) irrevocable written instructions to each of the Tenants to deliver all amounts payable under the Leases directly to the Deposit Account (and shall also give the same instructions to each new Tenant at any of the Properties in connection with the negotiation of, and prior to the commencement of payments under, such Tenant’s Lease). (f) Each Borrower hereby irrevocably authorizes the Agent to instruct Deposit Bank to transfer, or cause to be transferred, on each Business Day by wire transfer or other method of transfer mutually agreeable to Deposit Bank and the Agent of immediately available funds, all collected and available balances in each Deposit Account (subject to any minimum retained or “peg” balance that may be required pursuant to the terms of the Deposit Account Control Agreement) to the Cash Management Account to be held until disbursed pursuant to the terms of the Cash Management Agreement. (g) Notwithstanding anything to the contrary herein, the Borrowers acknowledge that the Borrowers are responsible for monitoring the sufficiency of funds deposited in the Cash Management Account and that the Borrowers are liable for any deficiency in available funds which may be necessary to pay all amounts due from time to time under the Loan Documents, irrespective of whether any Borrower has received any account statement, notice or demand from Cash Management Bank. (h) Each Borrower hereby irrevocably authorizes the Agent, upon and following any Event of Default, to make any and all transfers to or among, and withdrawals from, the Deposit Account and Cash Management Account as the Agent shall determine and also to make any and all transfers between and from any of the Reserve Accounts as the Agent shall determine, in each case in the Agent’s sole and absolute discretion, and the Agent may use all funds contained in any such accounts for any purpose, including but not limited to repayment of the Debt in such order, proportion and priority as Agent may determine in its sole and absolute discretion. The Agent’s right to withdraw and apply funds as stated herein shall be in addition to all other rights and remedies provided to the Agent under this Agreement, the Note, the Mortgages and the other Loan Documents. (i) Provided no Event of Default has occurred, on each Payment Date (or, if such Payment Date is not a Business Day, on the immediately preceding Business Day) all funds on deposit in the Cash Management Account shall be applied by the Agent to the payment of the following items in the order indicated, with the full amount due on such Payment Date under each sub-clause being paid prior to any amounts being applied in respect of any subsequent sub-clause: (i) First, payments in respect of the Tax and Insurance Escrow Funds in accordance with the terms and conditions of Section 7.1 hereof; (ii) Second, payment to the Agent of (or reimbursement of the Agent and the Lender for) any miscellaneous fees or expenses (including, without limitation, any “protective advances” made by the Agent or the Lender in respect of the Loan) then due and payable pursuant to the terms of the Loan Documents; (iii) Third, payments in respect of CapEx Reserve Funds in accordance with the terms of Section 7.4.1 hereof; (iv) Fourth, payments in respect of Rollover Reserve Funds in accordance with the terms of Section 7.6.1 hereof; (v) Fifth, into the Monthly Debt Service Payment Account until such time as the amount on deposit in the Monthly Debt Service Payment Account equals the Monthly Interest Payment plus the Monthly Amortization Payment (if applicable) plus any other amounts due and payable under the Loan Documents on the next Payment Date in accordance with Section 2.3.1 hereof; and (vi) Sixth, (A) During an Excess Cash Flow Sweep Period, (i) to the Borrowers in an amount necessary to pay (x) the Borrowers’ Operating Expenses and the Borrowers’ Capital Expenditures for the current month in accordance with the Approved Annual Operating Budget, as applicable (other than (I) Taxes and Insurance Premiums to be paid for out of the Tax and Insurance Escrow Funds, (II) CapEx expenditures to be paid for out of the CapEx Reserve Account, (III) Renovations to be paid for out of the Renovations Reserve Account and (IV) Approved Leasing Expenses to be paid for out of the Rollover Reserve Account) and (y) any Extraordinary Expenses that have been approved pursuant to Section 5.1.10(g), and then (ii) any amounts remaining after application and/or payment pursuant to subclauses (i) through (vi)(A)(i) shall be deposited into the Excess Cash Flow Reserve Account; or (B) So long as no Excess Cash Flow Sweep Period exists, any amounts remaining after application and/or payment pursuant to subclauses (i) through (v) shall be distributed to the Borrowers. (j) The insufficiency of funds on deposit in the Cash Management Account shall not relieve any Borrower of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. Notwithstanding the foregoing, the obligation of the Borrowers to fund item (i)(vi) above shall be limited to the amount available after depositing the amounts required with respect to items (i)(i) through (i)(v). (k) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by the Agent in such order and priority as the Agent shall determine in its sole discretion.

Deposit Account and Cash Management Account. (a) Borrower acknowledges and confirms that Borrower has established, and Borrower covenants that it shall shall, upon the commencement of a Cash Sweep Period, promptly establish and thereafter maintain, pursuant to the Deposit Account Control Agreement, an Eligible Account with Deposit Bank into which Borrower shall, and shall cause any Manager to, deposit or cause to be deposited, all Rents and other revenue from the Property (such account, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the "“Deposit Account"”). In the event Deposit Bank ceases to qualify as an Eligible Institution, resigns as Deposit Bank, or defaults under or terminates the Deposit Account Control Agreement, Borrower shall cooperate with Lender in designating a successor Eligible Institution and transferring the Deposit Account to such Eligible Institution, each within thirty (30) days after request by Lender. During After the occurrence and during the continuance of an Event of Default, in the event Borrower fails to do so, Lender shall have the right, and Borrower hereby grants to Lender a power of attorney (which power of attorney shall be coupled with an interest and irrevocable so long as any portion of the Debt remains outstanding), to designate a successor Eligible Institution to serve as Deposit Bank. Borrower covenants that it shall promptly notify Lender of the occurrence of any event or condition that will result in the commencement or the cessation of a Cash Sweep Period. (b) Borrower covenants that it shall, not later than thirty (30) days following receipt of written notice from Lender that a Cash Sweep Period has commenced, promptly establish acknowledges and during the continuance of the Cash Sweep Period maintainconfirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank into which funds in the Deposit Account shall be transferred pursuant to the terms of Section 10.2(b) hereof (such account, the sub-accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the "“Cash Management Account"). In the event Cash Management Bank ceases to qualify as an Eligible Institution, resigns or defaults under or terminates the Cash Management Agreement, Borrower shall cooperate with Lender in designating a successor Eligible Institution and transferring the Cash Management Account to such Eligible Institution, each within thirty (30”) days after request by Lender. During the continuance of an Event of Default, Lender shall have the right, and Borrower hereby grants to Lender a power of attorney (which power of attorney shall be coupled with an interest and irrevocable so long as any portion of the Debt remains outstanding), to designate a successor Eligible Institution to serve as Cash Management Bankestablished. (c) The Deposit Account and Cash Management Account shall each be in the name of Borrower for the benefit of Lender, provided that Borrower shall be the owner of all funds on deposit in such accounts for federal and applicable state and local tax purposes. (d) The Deposit Account and Cash Management Account shall be subject to the exclusive dominion and control of Lender and, except as otherwise expressly provided herein, neither Borrower, any Manager nor any other party claiming on behalf of, or through, Borrower or any Manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto.

Deposit Account and Cash Management Account. (a) Borrower acknowledges and confirms that Borrower has established, and Borrower covenants that it shall maintain, pursuant to the Deposit Account Control Agreement, an Eligible Account with Deposit Bank into which Borrower shall, and shall cause any Manager to, deposit or cause to be deposited, all Rents and other revenue from the Property Properties (such account, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the "“Deposit Account"”). In the event Deposit Bank ceases to qualify as an Eligible Institution, resigns as Deposit Bank, or defaults under or terminates the Deposit Account Control Agreement, Borrower shall cooperate with Lender in designating a successor Eligible Institution and transferring the Deposit Account to such Eligible Institution, each within thirty (30) days after request by Lender. During In the continuance of an Event of Defaultevent Borrower fails to do so, Lender shall have the right, and Borrower hereby grants to Lender a power of attorney (which power of attorney shall be coupled with an interest and irrevocable so long as any portion of the Debt remains outstanding), to designate a successor Eligible Institution to serve as Deposit Bank. Borrower covenants that it shall promptly notify Lender of the occurrence of any event or condition that will result in the commencement or the cessation of a Cash Sweep Period. (b) Borrower covenants that it shall, not later than thirty (30) days following receipt of written notice from Lender that a Cash Sweep Period has commenced, promptly establish acknowledges and during the continuance of the Cash Sweep Period maintainconfirms that, pursuant to the Cash Management Agreement, an Eligible Account with Cash Management Bank into which funds in the Deposit Account shall be transferred pursuant to the terms of Section 10.2(b) hereof (such account, the sub-accounts sub‑accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are collectively referred to herein as the "“Cash Management Account"). In the event Cash Management Bank ceases to qualify as an Eligible Institution, resigns or defaults under or terminates the Cash Management Agreement, Borrower shall cooperate with Lender in designating a successor Eligible Institution and transferring the Cash Management Account to such Eligible Institution, each within thirty (30”) days after request by Lender. During the continuance of an Event of Default, Lender shall have the right, and Borrower hereby grants to Lender a power of attorney (which power of attorney shall be coupled with an interest and irrevocable so long as any portion of the Debt remains outstanding), to designate a successor Eligible Institution to serve as Cash Management Bankestablished. (c) The Deposit Account and Cash Management Account shall each be in the name of Xxxxxxx (DeKalb) Essential Asset REIT II, LLC, on behalf of each Borrower for the benefit of Lender, provided that Borrower shall be the owner of all funds on deposit in such accounts for federal and applicable state and local tax purposes. (d) The Deposit Account and Cash Management Account shall be subject to the exclusive dominion and control of Lender and, except as otherwise expressly provided herein, neither Borrower, any Manager nor any other party claiming on behalf of, or through, Borrower or any Manager, shall have any right of withdrawal therefrom or any other right or power with respect thereto.