Common use of Deposits into Clearing Account Clause in Contracts

Deposits into Clearing Account. Borrower shall cause (i) all tenants under all Leases to pay all Rents directly to the Clearing Account Bank for deposit into the Clearing Account, (ii) the parking operator under any parking services agreement to pay all Receipts directly to the Clearing Account Bank for deposit into the Clearing Account, and (iii) all other Rents and Receipts that are not paid directly to the Clearing Account Bank in accordance with the foregoing to be deposited into the Clearing Account promptly and in no event later than one business day after the same are paid to or for the benefit of Borrower. To the extent that Borrower or any Person on Borrower’s behalf receives or holds any such Rents or Receipts, whether in accordance with this Agreement or otherwise, then Borrower shall be deemed to hold the same in trust for Lender for the protection of the interests of Lender hereunder and under the Loan Documents. Without limitation, Borrower represents that (i) it has delivered to each tenant under each existing Lease a letter in form and substance satisfactory to Lender directing such tenant to pay all Rents under its Lease to the Clearing Account Bank for deposit into the Clearing Account, which letter is substantially in the form of Exhibit A attached hereto (a “Rent Payment Direction Letter”) and (ii) it has similarly delivered to the parking operator a letter substantially in the form of the Rent Payment Direction Letter directing the parking operator to pay all Receipts to the Clearing Account Bank for deposit into the Clearing Account. Further, Borrower shall deliver to Lender a copy of the Rent Payment Direction Letter delivered to each new tenant contemporaneously with the execution and delivery of its Lease after the Effective Date. Also, if the Clearing Account is changed, or otherwise if Lender shall request, then Borrower shall execute and deliver to Lender copies of new Rent Payment Direction Letters delivered to all tenants and to the parking operator.

Deposits into Clearing Account. Borrower shall cause (i) Borrower represents, warrants and covenants that: (A) Opco Borrower shall, or shall cause Property Manager to, deposit all tenants under all Leases to pay all Rents directly to the Clearing Account Bank for deposit Operating Revenue and forfeited Security Deposits into the Clearing Account, (iiB) Opco Borrower shall instruct the parking operator under any parking services agreement Franchisor to pay deposit all Receipts directly Accounts Receivable for the Property and all other amounts and sums payable to the Clearing Account Bank for deposit Opco Borrower pursuant to its Franchise Agreement into the Clearing Account, and (iiiC) all other Rents and Receipts that are not paid directly to the Clearing Account Bank in accordance with the foregoing to be deposited into the Clearing Account promptly and in no event later than one business day after the same are paid to or for the benefit of Borrower. To the extent that Borrower or any Person on Borrower’s behalf receives or holds any such Rents or Receipts, whether in accordance with this Agreement or otherwise, then Opco Borrower shall be deemed to hold the same in trust for Lender for the protection of the interests of Lender hereunder and under the Loan Documents. Without limitation, Borrower represents that (i) it has delivered to each tenant under each existing Lease deliver a letter in form and substance satisfactory to Lender directing such tenant to pay all Rents under its Lease to the Clearing Account Bank for deposit into the Clearing Account, which letter is notice substantially in the form of Exhibit A attached hereto (each a “Rent Payment Direction Credit Card Company Notice Letter”) hereto to all credit card companies, credit card processors, and (ii) it has similarly delivered to the parking operator a letter substantially in the form of the Rent Payment Direction Letter directing the parking operator other revenue sources, including, without limitation, travel agencies, to pay all Receipts Accounts Receivable (including, without limitation, credit card payments) and all other amounts and sums payable to the Clearing Account Bank for deposit them directly into the Clearing Account, (D) other than the Accounts, and Opco Borrower’s operating account with First International Bank & Trust, 0000 00xx Xxxxxx, X., Xxxxx, XX 00000 (ABA No. Further000000000; Account No. 2501662378) (the “Operating Account”), there be no accounts maintained by Borrower shall deliver to Lender a copy or any other Person into which revenues from the ownership and operation of the Rent Payment Direction Letter delivered Property is directly deposited from payors, provided however that Borrower may maintain an account at a bank local to each new tenant contemporaneously with the execution and delivery location of its Lease after the Effective Date. AlsoProperty into which Borrower will make cash deposits, if provided however that such account will sweep daily into the Clearing Account is changedand shall at no time have a balance in excess of $50,000, and (E) no party (other than Lender and Opco Borrower) has or otherwise if Lender shall requesthave a security interest or claim in or to the Accounts and/or the Account Collateral. Until deposited into the Clearing Account, then any Operating Revenue from the Property and forfeited Security Deposits held by Borrower shall execute be deemed to be Collateral and deliver shall be held in trust by it for the benefit, and as the property, of Lender and shall not be commingled with any other funds or property of Borrower. Opco Borrower shall send copies of all Credit Card Company Notice Letters required to be delivered to credit card companies under this paragraph to Lender copies within two (2) Business Days of new Rent Payment Direction mailing such Credit Card Company Notice Letters delivered to all tenants and to the parking operator.such credit card companies. ​ ​ Ex 10.274

Deposits into Clearing Account. (a) Within one (1) Business Day after receipt of the same by Borrower or any agent or Person acting on behalf of Borrower, including, without limitation, any Property Manager engaged by Borrower in connection with any Asset or any other Loan Party, Borrower shall and Parent shall cause each Loan Party to directly deposit (or cause to be deposited) all Rent and other Mortgaged Property Gross Cash Flow and all Security Deposits into the Clearing Account A for such Asset. Without limiting the generality of the foregoing: (i) Borrower shall cause (i) all tenants under all Leases Rent, payable on account of any Tenant Lease, and Security Deposits, payable on account of any Tenant Lease, to pay all Rents be transmitted directly to the Clearing Account Bank for deposit into the Clearing Account, (ii) the parking operator under any parking services agreement to pay all Receipts directly to the Clearing Account Bank for deposit into the Clearing Account, and (iii) all other Rents and Receipts that are not paid directly to the Clearing Account Bank in accordance with the foregoing to be deposited into the Clearing Account promptly and in no event later than one business day after the same are paid to or A for the benefit Asset in connection with which the Rent is being paid, by each Person granted a possessory interest or right to use or occupy all or any portion of Borrower. To such Asset pursuant to a Tenant Lease (collectively, the extent that "TENANTS"), without such Rent or Security Deposits at any time being under the control of Borrower or any Person on Borrower’s behalf receives of its agents or holds any such Rents or Receiptsemployees, by executing and delivering to each Tenant under a Tenant Lease, whether such Tenant Lease is presently effective or executed after the date hereof, an irrevocable letter of direction (the "PAYMENT DIRECTION LETTER") in accordance with this Agreement or otherwisethe form attached hereto as Exhibit A, then advising each Tenant to directly deposit into such Clearing Account A at the address set forth in the Payment Direction Letter, promptly when due, all Rent and Security Deposits payable to Borrower shall be deemed to hold the same in trust for Lender for the protection of the interests of Lender hereunder and as landlord under the Loan DocumentsTenant Leases. Without limitationBorrower represents, Borrower represents warrants and covenants that it shall deliver the Payment Direction Letter (i) it has delivered to each tenant under each existing Lease a letter in form and substance satisfactory to Lender directing such tenant to pay all Rents under its Lease on or prior to the Clearing Account Bank for deposit into date hereof with respect to Tenant Leases executed on or prior to the Clearing Account, which letter is substantially in the form of Exhibit A attached hereto (a “Rent Payment Direction Letter”) date hereof and (ii) it has similarly delivered to the parking operator a letter substantially in the form of the Rent Payment Direction Letter directing the parking operator to pay all Receipts to the Clearing Account Bank for deposit into the Clearing Account. Further, Borrower shall deliver to Lender a copy of the Rent Payment Direction Letter delivered to each new tenant contemporaneously with the execution and delivery of its Lease all other Tenant Leases after the Effective Datedate hereof. AlsoNeither Borrower nor the Property Manager shall (i) terminate, if amend, revoke or alter any Payment Direction Letter by amending any Tenant Lease or otherwise or (ii) direct or cause any Tenant to pay Rent in any manner other than as specifically provided in the Payment Direction Letter. (ii) Borrower shall cause all Credit Card Receivables to be transmitted directly to the Clearing Account A for the Asset in connection with which the Rent is changedbeing paid, by the Credit Card Payor without such Credit Card Receivables at any time being under the control of Borrower or any of its agents or employees, by executing and delivering to each Credit Card Payor, an irrevocable letter of direction (the "CREDIT CARD PAYOR PAYMENT DIRECTION LETTER") in the form attached hereto as Exhibit B, advising each Credit Card Payor to directly deposit into such Clearing Account A at the address set forth in the Credit Card Payor Payment Direction Letter, promptly when due, all Credit Card Receivables payable to Borrower. Borrower represents, warrants and covenants that it shall deliver the Credit Card Payor Payment Direction Letter (i) on or prior to the date hereof with respect to each person who is a Credit Card Payor on the date hereof and (ii) on or prior to accepting any other credit card for payment, to each additional Credit Card Payor. Neither Borrower nor the Property Manager shall (i) terminate, amend, revoke or alter any Credit Card Payor Payment Direction Letter or (ii) direct or cause any Credit Card Payor to pay Credit Card Receivables in any manner other than as specifically provided in the Credit Card Payor Payment Direction Letter. (b) Borrower and Parent agree (i) not to commingle, or otherwise if Lender shall requestpermit any other Loan Party to commingle, then any such Mortgaged Property Gross Cash Flow or Security Deposits which it receives with other funds of Borrower or any other Loan Party, (ii) that Borrower or any other Loan Party, as the case may be, is holding Mortgaged Property Gross Cash Flow and Security Deposits which it receives in an express trust for the benefit of Lenders until all Mortgaged Property Gross Cash Flow and Security Deposits which it receives are deposited into the Clearing Account A for the appropriate Asset and (iii) to transmit or cause any other Loan Party to transmit such Mortgaged Property Gross Cash Flow or Security Deposits which it receives into the Clearing Account A for the Asset in connection with which such Mortgaged Property Gross Cash Flow or Security Deposit was generated within one (1) Business Day after receipt thereof. (c) Borrower shall execute notify Administrative Agent (or cause each Clearing Bank to notify Administrative Agent) contemporaneously with the making of each deposit into any Clearing Account A under this Section which is made by Borrower or any agent or Person on behalf of Borrower (other than deposits made by Tenants or Credit Card Payors directly into Clearing Account A) of the amount and deliver to Lender copies date of new Rent Payment Direction Letters delivered to all tenants such payment, which notification shall contain a breakdown of the amount of Rent, Loss Proceeds and to other Mortgaged Property Gross Cash Flow and Security Deposits included in the parking operatordeposit. Said notification shall be accompanied by such supporting documentation as Administrative Agent may reasonably require. Any deposit made by or on behalf of Borrower into any Clearing Account A shall be deemed deposited into such Clearing Account A when the funds in respect of such deposit shall become available funds.

Deposits into Clearing Account. Borrower (a) Within one (1) Business Day after receipt of the same by Borrowers or any agent or Person acting on behalf of Borrowers, including, without limitation, any Property Manager engaged by Borrowers in connection with any Asset or any other Loan Party, Borrowers shall and shall cause each other Loan Party to directly deposit (or cause to be deposited) all Rent and other Mortgaged Property Gross Cash Flow and all Security Deposits into the Clearing Account A for such Asset. Without limiting the generality of the foregoing: (i) Borrowers shall and shall cause each other Loan Party to cause all tenants under all Leases Rent, payable on account of any Tenant Lease, and Security Deposits, payable on account of any Tenant Lease, to pay all Rents be transmitted directly to the Clearing Account Bank A for the Asset in connection with which the Rent is being paid, by each Person granted a possessory interest or right to use or occupy all or any portion of such Asset pursuant to a Tenant Lease (collectively, the "TENANTS"), without such Rent or Security Deposits at any time being under the control of either of the Borrowers, any other Loan Party or any of its agents or employees, by executing and delivering to each Tenant under a Tenant Lease, whether such Tenant Lease is presently effective or executed after the date hereof, an irrevocable letter of direction (the "PAYMENT DIRECTION LETTER") in the form attached hereto as Exhibit A, advising each Tenant to directly deposit into the Clearing Account, (ii) the parking operator under any parking services agreement to pay all Receipts directly to the such Clearing Account Bank for deposit into A at the Clearing Accountaddress set forth in the Payment Direction Letter, promptly when due, all Rent and (iii) all other Rents and Receipts that are not paid directly Security Deposits payable to the Clearing Account Bank in accordance with the foregoing to be deposited into the Clearing Account promptly and in no event later than one business day after the same are paid to or for the benefit of Borrower. To the extent that Borrower or any Person on Borrower’s behalf receives or holds any such Rents or Receipts, whether in accordance with this Agreement or otherwise, then Borrower shall be deemed to hold the same in trust for Lender for the protection either of the interests of Lender hereunder and Borrowers or such other Loan Party as landlord under the Tenant Leases. Borrowers represent, warrant and covenant that they shall and shall cause each other Loan Documents. Without limitation, Borrower represents that Party to deliver the Payment Direction Letter (i) it has delivered to each tenant under each existing Lease a letter in form and substance satisfactory to Lender directing such tenant to pay all Rents under its Lease on or prior to the Clearing Account Bank for deposit into date hereof with respect to Tenant Leases executed on or prior to the Clearing Account, which letter is substantially in the form of Exhibit A attached hereto (a “Rent Payment Direction Letter”) date hereof and (ii) it has similarly delivered to the parking operator a letter substantially in the form of the Rent Payment Direction Letter directing the parking operator to pay all Receipts to the Clearing Account Bank for deposit into the Clearing Account. Further, Borrower shall deliver to Lender a copy of the Rent Payment Direction Letter delivered to each new tenant contemporaneously with the execution and delivery of its Lease all other Tenant Leases after the Effective Datedate hereof. AlsoThe Property Manager shall not and Borrowers shall not and shall not permit any other Loan Party to (i) terminate, if amend, revoke or alter any Payment Direction Letter by amending any Tenant Lease or otherwise or (ii) direct or cause any Tenant to pay Rent in any manner other than as specifically provided in the Payment Direction Letter. (ii) Borrowers shall and shall cause each other Loan Party to cause all Credit Card Receivables to be transmitted directly to the Clearing Account A for the Asset in connection with which the Rent is changedbeing paid, by the Credit Card Payor without such Credit Card Receivables at any time being under the control of either of the Borrowers, any other Loan Party or otherwise if Lender shall requestany of its agents or employees, then Borrower shall execute by executing and deliver delivering to Lender copies each Credit Card Payor, an irrevocable letter of new Rent direction (the "CREDIT CARD PAYOR PAYMENT DIRECTION LETTER") in the form attached hereto as Exhibit B, advising each Credit Card Payor to directly deposit into such Clearing Account A at the address set forth in the Credit Card Payor Payment Direction Letters delivered Letter, promptly when due, all Credit Card Receivables payable to all tenants either of the Borrowers or any other Loan Party. Borrowers represent, warrant and covenant that they shall and shall cause each other Loan Party to deliver the Credit Card Payor Payment Direction Letter (i) on or prior to the parking operator.date hereof with respect to each person who is a Credit Card Payor on the date hereof and (ii) on or prior to accepting any other credit card for payment, to each additional