Common use of Deposits into Lockbox Account Clause in Contracts

Deposits into Lockbox Account. Except to the extent specifically provided to the contrary as set forth in Section 7.06, Borrower shall cause all Rents from the Pad Properties and the Megaplex Properties to be deposited into the Lockbox Account in accordance with the Cash Management Agreement. Without limitation of the foregoing, Borrower shall (a) deliver irrevocable written instructions to all tenants under leases of the Pad Properties and Megaplex Properties (except to the extent specifically provided to the contrary as set forth in Section 7.06) to deliver all Rents payable thereunder directly to the Lockbox Account, and (b) deposit all amounts received by Borrower, and cause all deposits received by Megaplex Owner, constituting Rents or other revenue of any kind from the Pad Properties and Megaplex Properties into the Lockbox Account within one (1) Business Day of receipt thereof. Additionally, (i) Borrower shall cause all distributions and payments otherwise payable to or for the account of Archon SPE Holdings from Securitization Property Owner or the Securitized Properties, and (ii) upon Megaplex Owner's acquisition of all of the membership interests in Westminster Holdings, Borrower shall cause all distributions and payments otherwise payable to or for the account of Westminster Holdings, Westminster Corporate GP, and/or Westminster Retail from the Westminster Retail Property and to or for the account of Westminster Holdings, Westminster Corporate GP and/or Westminster Theatre and from the holder of the existing first mortgage loan on the Westminster Theatre Property, or if such loan is repaid, then from the Westminster Theatre Property, in all cases to be deposited into the Lockbox Account in accordance with the Cash Management Agreement. Without limitation of the foregoing, Borrower shall, and shall cause Archon SPE Holdings and Securitization Property Owner, to (1) deliver irrevocable written instructions to the agent under and senior lender under the Archon Securitized Loan Documents to deliver all such payments referenced in the immediately preceding sentence directly to the Lockbox Account, and (2) deposit all such amounts referenced in the immediately preceding sentence received by Borrower, Archon SPE Holdings or Securitization Property Owner into the Lockbox Account within one (1) Business Day of receipt thereof. Additionally, upon Megaplex Owner's acquisition of all of the membership interest in Westminster Holdings, Borrower shall, and shall cause Megaplex Owner, Westminster Holdings, Westminster Corporate GP, and Westminster Theatre to (A) deliver irrevocable written instructions to agent under the holder of the existing first mortgage loan on the Westminster Theatre Property to deliver all payments referenced in this Section 9.23 relating to the Westminster Theatre Property directly to the Lockbox Account, and (B) deposit all such amounts referenced above relating to the Westminster Theatre Property received by Borrower, Megaplex Owner, Westminster Holdings, Westminster Corporate GP, or Westminster Theatre into the Lockbox Account within one (1) business day of receipt thereof. Disbursements from the Lockbox Account will be made in accordance with the terms and conditions of this Agreement and the Cash Management Agreement. Lender shall have sole dominion and control over the Lockbox Account and any other cash management account established pursuant to the Cash Management Agreement and, except as set forth in the Cash Management Agreement, Borrower shall have no rights to make withdrawals therefrom. Borrower shall be responsible for all costs of maintaining all such accounts.

Deposits into Lockbox Account. Except to the extent specifically provided to the contrary as set forth in Section 7.06, (a) Borrower shall cause all Rents from the Pad Properties and the Megaplex Properties Property to be deposited into a segregated Eligible Account (the "Lockbox Account") with the Lockbox Account in accordance with Bank pursuant to the Cash Management Agreement. Without limitation of the foregoingAgreement and Borrower shall, Borrower and shall cause Manager to (a) deliver irrevocable written instructions to all tenants under leases of the Pad Properties and Megaplex Properties (except to the extent specifically provided to the contrary as set forth in Section 7.06) Leases to deliver all Rents payable thereunder directly to the Lockbox Account, and (b) deposit all amounts received by Borrower, and cause all deposits received by Megaplex Owner, Borrower or Manager constituting Rents or other revenue of any kind from the Pad Properties and Megaplex Properties Property into the Lockbox Account within one (1) Business Day of receipt thereof. Additionally, (i) Borrower shall cause all distributions and payments otherwise payable to or for the account of Archon SPE Holdings from Securitization Property Owner or the Securitized Properties, and (ii) upon Megaplex Owner's acquisition of all of the membership interests in Westminster Holdings, Borrower shall cause all distributions and payments otherwise payable to or for the account of Westminster Holdings, Westminster Corporate GP, and/or Westminster Retail from the Westminster Retail Property and to or for the account of Westminster Holdings, Westminster Corporate GP and/or Westminster Theatre and from the holder of the existing first mortgage loan on the Westminster Theatre Property, or if such loan is repaid, then from the Westminster Theatre Property, in all cases to be deposited into the Lockbox Account in accordance with the Cash Management Agreement. Without limitation of the foregoing, Borrower shall, and shall cause Archon SPE Holdings and Securitization Property Owner, to (1) deliver irrevocable written instructions to the agent under and senior lender under the Archon Securitized Loan Documents to deliver all such payments referenced in the immediately preceding sentence directly to the Lockbox Account, and two (2) deposit all such amounts referenced in the immediately preceding sentence received by Borrower, Archon SPE Holdings or Securitization Property Owner into the Lockbox Account within one (1) Business Day of receipt thereof. Additionally, upon Megaplex Owner's acquisition of all of the membership interest in Westminster Holdings, Borrower shall, and shall cause Megaplex Owner, Westminster Holdings, Westminster Corporate GP, and Westminster Theatre to (A) deliver irrevocable written instructions to agent under the holder of the existing first mortgage loan on the Westminster Theatre Property to deliver all payments referenced in this Section 9.23 relating to the Westminster Theatre Property directly to the Lockbox Account, and (B) deposit all such amounts referenced above relating to the Westminster Theatre Property received by Borrower, Megaplex Owner, Westminster Holdings, Westminster Corporate GP, or Westminster Theatre into the Lockbox Account within one (1) business day Days of receipt thereof. Disbursements from the Lockbox Account will be made in accordance with the terms and conditions of this Agreement and the Cash Management Agreement. Lender shall have sole dominion and control over the Lockbox Account and any other cash management account established pursuant to the Cash Management Agreement and, except as set forth in the Cash Management Agreement, Borrower shall have no rights to make withdrawals therefrom. . (b) Every Business Day Lockbox Bank shall transfer to an account with the Agent (the "Cash Collateral Account") all funds available in the Lockbox Account; the funds transferred to the Cash Collateral Account shall be applied by Agent as set forth in the Cash Management Agreement. (c) Borrower shall pay all reasonable and customary costs and expenses of the Lockbox Bank. Until disbursed, expended or applied, amounts held in the Cash Collateral Account shall constitute additional security for the Debt. Subject to the provisions of Section 9.4 hereof, the insufficiency of funds on deposit in the Lockbox Account shall not absolve Borrower of the obligation to make any payments, as and when due pursuant to this Agreement and other Loan Documents, and such obligations shall be responsible for all costs of maintaining all such accountsseparate and independent, and not conditioned on any event or circumstances whatsoever.

Deposits into Lockbox Account. Except to the extent specifically provided to the contrary as set forth in Section 7.06, (a) Borrower shall cause all Rents from the Pad Properties establish and the Megaplex Properties to be deposited into the maintain a Lockbox Account in accordance with pursuant to the Cash Management Agreement. Without limitation Borrower hereby grants to Agent on behalf of itself and Lenders a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Agent a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. All costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. Borrower will not in any way alter or modify the Cash Management Agreement without Agent’s consent and will notify Agent of the foregoingLockbox Account number. (b) Borrower shall, Borrower or shall (a) cause Manager to, deliver irrevocable written instructions to all tenants Tenants under leases of the Pad Properties and Megaplex Properties Leases (except to the extent specifically provided to the contrary as set forth in Section 7.06excluding licensees under License Agreements) to deliver all Rents payable thereunder directly to the Lockbox AccountAccount to the extent such Tenants are not as of the date hereof so instructed. Except as otherwise provided in the Cash Management Agreement, and (b) deposit all in the event that either Borrower or Manager receives any amounts received by Borrower, and cause all deposits received by Megaplex Owner, constituting Rents or other revenue of any kind from the Pad Properties and Megaplex Properties Project, Borrower shall, or shall cause Manager to, deposit said amounts into the Lockbox Account within one (1) Business Day of receipt thereof. Additionally, . (ic) Borrower shall cause Any and all distributions and payments otherwise payable to or for the account of Archon SPE Holdings from Securitization Property Owner or the Securitized Properties, and (ii) upon Megaplex Owner's acquisition of all of the membership interests amounts on deposit in Westminster Holdings, Borrower shall cause all distributions and payments otherwise payable to or for the account of Westminster Holdings, Westminster Corporate GP, and/or Westminster Retail from the Westminster Retail Property and to or for the account of Westminster Holdings, Westminster Corporate GP and/or Westminster Theatre and from the holder of the existing first mortgage loan on the Westminster Theatre Property, or if such loan is repaid, then from the Westminster Theatre Property, in all cases to be deposited into the Lockbox Account in accordance with shall be automatically transferred each Business Day to an account of Borrower; provided, however, that upon the Cash Management Agreement. Without limitation occurrence of a Lockbox Event and until the occurrence of the foregoingapplicable Lockbox Termination Event, Borrower shallif any, Agent shall instruct Depository Bank to suspend such transfer to Borrower’s account and shall cause Archon SPE Holdings and Securitization Property Owner, to (1) deliver irrevocable written instructions to the agent under and senior lender under the Archon Securitized Loan Documents to deliver all such payments referenced funds in the immediately preceding sentence directly to the Lockbox Account, and (2) deposit all such amounts referenced in the immediately preceding sentence received by Borrower, Archon SPE Holdings or Securitization Property Owner into the Lockbox Account within one (1) shall be automatically transferred each Business Day of receipt thereof. Additionally, upon Megaplex Owner's acquisition of all of the membership interest in Westminster Holdings, Borrower shall, and shall cause Megaplex Owner, Westminster Holdings, Westminster Corporate GP, and Westminster Theatre to (A) deliver irrevocable written instructions to agent under the holder of the existing first mortgage loan on the Westminster Theatre Property to deliver all payments referenced in this Section 9.23 relating by Depository Bank to the Westminster Theatre Property directly to the Lockbox Account, Sweep Account and (B) deposit all such amounts referenced above relating to the Westminster Theatre Property received by Borrower, Megaplex Owner, Westminster Holdings, Westminster Corporate GP, or Westminster Theatre into the Lockbox Account within one (1) business day of receipt thereof. Disbursements from the Lockbox Account will be made disbursed in accordance with the terms and conditions of this Agreement and the Cash Management Agreement. Lender shall have sole dominion and control over the Lockbox Account and any other cash management account established pursuant to the Cash Management Agreement and, except Except as set forth in the Cash Management Agreement, Borrower shall have no rights to make withdrawals therefrom. Borrower shall be responsible for all costs of maintaining all such accountstherefrom or receive the proceeds thereof.

Deposits into Lockbox Account. Except to the extent specifically provided to the contrary as set forth in Section 7.06, Borrower shall cause all Rents from the Pad Properties and the Megaplex Properties to be deposited into the Lockbox Account in accordance with the Cash Management Agreement. Without limitation of the foregoing, Borrower shall (a) deliver irrevocable written instructions to all tenants under leases of the Pad Properties and Megaplex Properties (except to the extent specifically provided to the contrary as set forth in Section 7.06) to deliver all Rents payable thereunder directly to the Lockbox Account, and (b) deposit all amounts received by Borrower, and cause all deposits received by Megaplex Owner, Borrower constituting Rents or other revenue of any kind from the Pad Properties and Megaplex Properties into the Lockbox Account within one (1) Business Day of receipt thereof. Additionally, (i) Borrower shall cause all distributions and payments otherwise payable to or for the account of Archon SPE Holdings from Securitization Property Owner or the Securitized Properties, and (ii) upon Megaplex Owner's acquisition of all of the membership interests in Westminster Holdings, Borrower shall cause all distributions and payments otherwise payable to or for the account of Westminster Holdings, Westminster Corporate GP, and/or Westminster Retail from the Westminster Retail Property and to or for the account of Westminster Holdings, Westminster Corporate GP and/or Westminster Theatre and from the holder of the existing first mortgage loan on the Westminster Theatre Property, or if such loan is repaid, then from the Westminster Theatre Property, in all cases Properties to be deposited into the Lockbox Account in accordance with the Cash Management Agreement. Without limitation of the foregoing, Borrower shall, and shall cause Archon SPE Holdings and Securitization Property Owner, to (1) deliver irrevocable written instructions to the agent under and senior lender under the Archon Securitized Loan Documents to deliver all such payments referenced in the immediately preceding sentence directly to the Lockbox Account, and (2) deposit all such amounts referenced in the immediately preceding sentence received by Borrower, Archon SPE Holdings or Securitization Property Owner into the Lockbox Account within one (1) Business Day of receipt thereof. Additionally, upon Megaplex Owner's acquisition of all of the membership interest in Westminster Holdings, Borrower shall, and shall cause Megaplex Owner, Westminster Holdings, Westminster Corporate GP, and Westminster Theatre to (A) deliver irrevocable written instructions to agent under the holder of the existing first mortgage loan on the Westminster Theatre Property to deliver all payments referenced in this Section 9.23 relating to the Westminster Theatre Property directly to the Lockbox Account, and (B) deposit all such amounts referenced above relating to the Westminster Theatre Property received by Borrower, Megaplex Owner, Westminster Holdings, Westminster Corporate GP, or Westminster Theatre into the Lockbox Account within one (1) business day of receipt thereof. Disbursements from the Lockbox Account will be made in accordance with the terms and conditions of this Agreement and the Cash Management Agreement. Lender shall have sole dominion and control over the Lockbox Account and any other cash management account established pursuant to the Cash Management Agreement and, except as set forth in the Cash Management Agreement, Borrower shall have no rights to make withdrawals therefrom. Borrower shall be responsible for all costs of maintaining all such accounts.