Common use of Grant of Security Interest; Application of Funds Clause in Contracts

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender; provided that Borrower shall be entitled to request Lender to open and maintain a separate Deposit Account such that the funds with respect to the Property are not commingled with other monies held by Lender so long as Borrower shall pay the costs and expenses with respect to such Deposit Account. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Subordinate Deposit Account, Account and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Security Documents or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender; provided, that Owner shall be entitled to request Lender to open and maintain a separate Deposit Account (as defined in the Senior Loan Agreement) such that the funds with respect to the Property are not commingled with other monies held by Lender; provided, that Owner or Borrower shall pay the fees, costs and expenses with respect to such Deposit Account. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s 's right, title and interest in and to the Clearing Account, the Deposit Account and all Subaccounts, all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, and all Subaccounts created pursuant to this Agreement (collectively, the “"Cash Management Accounts”"). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit AccountAccount until such Rents are released to Borrower from the Clearing Account pursuant to this Agreement and the Cash Management Agreement. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. Provided no Event of Default has occurred and is continuing, at the direction of Borrower, Lender shall deposit the amounts held in the Cash Management Accounts in Permitted Investments selected by Borrower. All interest investment earnings which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Lender shall not be responsible for any losses resulting from the investment of the Funds or for obtaining any specific level or percentage of earnings on such investment. Upon repayment in full of the DebtDebt or defeasance of the Loan, all remaining funds in the SubaccountsCash Management Accounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt Loan and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit AccountImpounds. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management AccountImpound (or account in which such Impounds are held), or permit any Lien lien to attach thereto, or any levy to be made thereon, or any UCC Financing StatementsStatements to be filed thereon, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of a Default, Lender may apply all or any sums in any Cash Management Account part of the Impounds against the amounts outstanding under the Loan in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of liens and security interests securing the Mortgage Loan or exercise its other rights under the Loan Documents. Cash Management Accounts The Impounds shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than foregoing Impounds except for the Tax Impound and the Insurance SubaccountImpound (for which no interest shall be paid) shall be at a rate established by Lender or its servicing agent, which may or may not be the highest rate then available, shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of Borrower’s obligations under the DebtLoan Documents, all remaining funds in the SubaccountsImpounds, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents, provided that Lender will not apply any such sums to prepayment of Principal unless it has accelerated the Loan. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to the Clearing Account, the Deposit Account and all Subaccounts, all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit AccountAccount until such Rents are released to Borrower from the Clearing Account pursuant to this Agreement and the Cash Management Agreement. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. Provided no Event of Default has occurred and is continuing, at the direction of Borrower, Lender shall deposit the amounts held in the Cash Management Accounts in Permitted Investments selected by Borrower. All interest investment earnings which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Lender shall not be responsible for any losses resulting from the investment of the Funds or for obtaining any specific level or percentage of earnings on such investment. Upon repayment in full of the DebtDebt or defeasance of the Loan, all remaining funds in the SubaccountsCash Management Accounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower Borrowers of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all such Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management "CASH MANAGEMENT Accounts”"). Each Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. No Borrower shall notshall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower Borrowers and shall be taxable to Borrower Borrowers and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to BorrowerBorrowers.

Grant of Security Interest; Application of Funds. As security for payment of the Debt Loan and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement Instrument (collectively, the “Cash Management Accounts”"CASH MANAGEMENT ACCOUNTS"). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Clearing Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement Instrument is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Instrument or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of Borrower's obligations under the DebtLoan Documents, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, and all Subaccounts created pursuant to this Agreement (collectively, the “"Cash Management Accounts”"). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order c and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all of Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, Account and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Security Instrument or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All Borrower shall be entitled to receive on a semi–annual basis interest which accrues on any balance in the funds in Deposit Account and any Cash Management Subaccounts other than Subaccounts established for the collection of Escrows (including any Eligible Account (maintained at a bank or other depository other than the Tax Deposit Bank selected by Lender in accordance with Section 3.1) at a rate equal to the U.S. and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable Regional Composite National Bank Average Retail Savings Money Market CD Yield, from time to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accruedtime. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower Borrowers of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all such Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Each Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. No Borrower shall notshall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the any Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All Provided no Event of Default is continuing, all interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower Borrowers and shall be taxable to Borrower Borrowers and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to BorrowerBorrowers.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, the following (the “Account Collateral”): all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit AccountReserve Funds, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”), and all payments to or monies held in any of the Accounts. Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit AccountLender. Borrower shall will not, without obtaining the prior written consent of Lenderand will not permit Manager to, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-l Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon Except as otherwise provided in this Agreement, upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall will elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Security Instrument or exercise its other rights under the Loan Documents. Cash Management Accounts shall will not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall will be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower Borrowers of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all such Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”"CASH MANAGEMENT ACCOUNTS"). Each Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. No Borrower shall notshall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower Borrowers and shall be taxable to Borrower Borrowers and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to BorrowerBorrowers.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts any accounts with Lender created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into a deposit account under the Deposit Accountsole control of Lender. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, if any, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account Account, if any, in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the SubaccountsCash Management Accounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. (a) As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower KBS Beneficiary, hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrowerof KBS Beneficiary’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “AFRT Cash Management Accounts”). Account. (b) Neither KBS Beneficiary nor any Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall notmay, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any the AFRT Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing StatementsStatements to be filed with respect thereto, except those naming Lender as the secured party, to be filed with respect thereto. . (c) This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any the AFRT Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion 's discretion, to the payment of the Debt, without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Security Documents or exercise its other rights under the Loan Documents. Borrower may apply the sums in the AFRT Cash Management Accounts Account at any time during the Term of the Loan to pay down the balance of the Debt. (d) Contemporaneously with the execution of this Agreement, KBS Beneficiary shall not constitute trust funds execute a Pledge and may be commingled Control Account Agreement with other monies held by Lender. respect to the AFRT Cash Management Account. (e) All interest which that accrues on the funds in any the AFRT Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower KBS Beneficiary and shall be taxable to Borrower KBS Beneficiary and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. . (f) Upon repayment in full of the Debt, all remaining funds in the SubaccountsAFRT Cash Management Account, if any, shall be promptly disbursed to KBS Beneficiary. Borrower and KBS Beneficiary, an Affiliate of Borrower, acknowledge and agree that KBS Beneficiary shall directly and indirectly benefit from the Loan being made by Lender pursuant to this Agreement. (g) The terms of this Section 3.2 shall apply to Borrower, the Reserve Account and the Subaccounts on and after the date Reserve Amounts are required to be funded in accordance with Section 3.1, and each Borrower shall thereupon execute such documentation as Lender may reasonably require to give effect to the provisions of this Section 3.2.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit an Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management AccountAccounts, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account (except the Security Deposit Account, which shall be governed by the provisions of Section 4.31 above) in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Except as otherwise required by applicable law, the Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower Borrowers of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, in all such Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing AccountAccounts, the Deposit AccountAccounts, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”"CASH MANAGEMENT ACCOUNTS"). Each Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the applicable Deposit Account. No Borrower shall notshall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the any Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds investment income, if any, derived from Permitted Investments in any Cash Management Account (other than shall be deposited in the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower applicable Cash Management Account upon receipt and shall be taxable held therein as additional collateral until withdrawn pursuant to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full terms of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.this Agreement

Grant of Security Interest; Application of Funds. As security for payment of the Debt Loan and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement Instrument (collectively, the “"Cash Management Accounts”"). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Clearing Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement Instrument is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Instrument or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of Borrower's obligations under the DebtLoan Documents, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As additional security for Borrower's payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Owner and Borrower hereby pledges pledge and assigns assign to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest of Owner and Borrower in and to all Rents and in and to all payments to or monies held in the Clearing Lockbox Account, the Deposit Cash Management Account, all Subaccounts created pursuant to this Agreement the Accounts (collectively, the “"Cash Management Accounts”") and in the Casualty/Condemnation Fund (all amounts held in the Accounts, the Casualty/Condemnation Fund, together with all other funds designated as or deemed to be "Funds" under this Agreement, are referred to herein as the "Funds"). Owner and Borrower for themselves and on behalf of each of their respective Affiliates and the Manager hereby grants grant to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit AccountLockbox Account in accordance with this Agreement and the Cash Management Agreement. Neither Owner nor Borrower shall notshall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management AccountAccount or Fund, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and as provided under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to BorrowerSection 3.1.5(c).

Grant of Security Interest; Application of Funds. As additional security for Borrower's payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest of such Borrower in and to all Rents and in and to all payments to or monies held in the Clearing Lockbox Account, the Deposit Cash Management Account, all Subaccounts created pursuant to this Agreement the Accounts (collectively, the “"Cash Management Accounts”") and in the Casualty/Condemnation Fund (all amounts held in the Accounts, the Casualty/Condemnation Fund, together with all other funds designated as or deemed to be "Funds" under this Agreement, are referred to herein as the "Funds"). Each Borrower for itself and on behalf of each of its Affiliates and the Manager hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit AccountLockbox Account in accordance with this Agreement and the Cash Management Agreement. No Borrower shall notshall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management AccountAccount or Fund, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and as provided under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to BorrowerSection 3.1.5(c).

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all of Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing DACA Account, the Deposit Cash Management Account, all Subaccounts created pursuant to this Agreement and any other accounts pledged to Lender pursuant to this Agreement or any other Loan Document, including Reserve Funds, and all other Account Collateral (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents and other payments owed to Lender in its possession prior to the (i) payment of such Rents or other amounts to Lender or (ii) deposit deposits of such Rents and other amounts into the Deposit DACA Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s sole and absolute discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Security Instrument or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account Subaccount (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all of Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, Account and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-I Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All Borrower shall be entitled to receive on a semi-annual basis interest which accrues on any balance in the funds in Deposit Account and any Cash Management Subaccounts other than Subaccounts established for the collection of Escrows (including any Eligible Account (maintained at a bank or other depository other than the Tax Deposit Bank selected by Lender in accordance with Section 3.1) at a rate equal to the U.S. and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable Regional Composite National Bank Average Retail Savings Money Market CD Yield, from time to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accruedtime. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt Loan and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement Instrument (collectively, the “Cash Management Accounts”"CASH MANAGEMENT ACCOUNTS"). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Clearing Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien lien to attach thereto, or any levy to be made thereon, ; or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement Instrument is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Instrument or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of Borrower's obligations under the DebtLoan Documents, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all of Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, Account and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-l Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All Borrower shall be entitled to receive on a semi-annual basis interest which accrues on any balance in the funds in Deposit Account and any Cash Management Subaccounts other than Subaccounts established for the collection of Escrows (including any Eligible Account (maintained at a bank or other depository other than the Tax Deposit Bank selected by Lender in accordance with Section 3.1) at a rate equal to the U.S. and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable Regional Composite National Bank Average Retail Savings Money Market CD Yield, from time to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accruedtime. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”"CASH MANAGEMENT ACCOUNTS"). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents, provided that Lender will not apply any such sums to prepayment of Principal unless it has accelerated the Loan. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to LenderAdministrative Agent on behalf of the Lenders, and grants to Lender Administrative Agent a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts Secondary Accounts, and all other accounts created or to be created pursuant to this Agreement or the Cash Management Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender Administrative Agent on behalf of Lenders a continuing security interest in, and agrees to hold in trust for the benefit of LenderAdministrative Agent on behalf of the Lenders upon a Cash Management Period, all Rents in its possession prior to the (i) payment of such Rents to Lender Administrative Agent or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of LenderAdministrative Agent, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender Administrative Agent as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender Administrative Agent may apply any sums in any Cash Management Account in any order and in any manner as Lender Administrative Agent shall elect in LenderAdministrative Agent’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender Administrative Agent to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may not be commingled with other monies held by LenderDeposit Bank. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the SubaccountsClearing Account and Deposit Account (including any Secondary Accounts), if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower Borrowers of all other terms, conditions and provisions of the Loan Documents, Borrower each Borrowers hereby pledges and assigns to Lender, and grants to Lender a security interest in, all such Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Cash Management Account, and all Subaccounts created pursuant to this Agreement (collectively, the “"Cash Management System Accounts”"). Each Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (ia) payment of such Rents to Lender or (iib) deposit of such Rents into the Deposit Cash Management System Account. No Borrower shall notshall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management System Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management System Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the any Mortgage or exercise its other rights under the Loan Documents. Cash Management System Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management System Account (other than the Tax Subaccount and the Insurance Subaccount) shall accrue for the benefit of Borrower Borrowers and shall be taxable to Borrower Borrowers and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. The amount of funds on deposit in each Subaccount is set forth on Schedule 10 attached hereto. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to BorrowerBorrowers.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower and Operating Lessee Owner of all other terms, conditions and provisions of the Loan Documents, Borrower and Operating Lessee Owner each hereby pledges pledge and assigns assign to Lender, and grants grant to Lender a security interest in, all of Borrower’s and Operating Lessee Owner’s right, title and interest in and to all Rents and in and to (i) all payments to or monies held in the Clearing Account, the Deposit Account, Cash Collateral Reserve Account and all Subaccounts other accounts and subaccounts thereof created pursuant to this Agreement (including any accounts and subaccounts created pursuant to Section 3.2) (collectively, the “Cash Management Accounts”), and (ii) the Cash Management Accounts. Borrower and Operating Lessee Owner each hereby grants grant to Lender a continuing security interest in, and agrees agree to hold in trust for the benefit of Lender, all Rents such amounts in its possession prior to the (i) payment of such Rents amounts to Lender or (ii) deposit of such Rents amounts into the Deposit applicable Cash Management Account. Neither Borrower shall notnor Operating Lessee Owner shall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Pledge or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may not be commingled with other monies held by Lender. All Borrower shall be entitled to receive on a semi–annual basis interest which accrues on any balance in the funds in any Cash Management Account (Accounts other than the Tax and Insurance Subaccount) shall accrue subaccounts established for the benefit collection of Borrower Escrows at a rate equal to the U.S. and shall be taxable Regional Composite National Bank Average Retail Savings Money Market CD Yield, from time to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accruedtime. Upon repayment in full of the Debt, all remaining funds in the SubaccountsCash Management Accounts, if any, shall be promptly disbursed to Borrower. Distributions from the Mortgage Loan Parties . All funds transferred to or for the benefit of Lender pursuant to this Agreement, the Mortgage Loan Agreement or any of the other Loan Documents or Mortgage Loan Documents are intended by Borrower, Operating Lessee Owner and the Mortgage Loan Parties to constitute, and shall constitute, distributions from Mortgage Borrower to Borrower, and from Operating Lessee to Operating Lessee Owner, as applicable. No provision of the Loan Documents or the Mortgage Loan Documents shall create a debtor-creditor relationship between Borrower and Operating Lessee Owner, on one hand, and Mortgage Borrower and Operating Lessee, on the other hand.

Grant of Security Interest; Application of Funds. As To the extent not inconsistent with the Security Instrument and as security for payment of the Debt Borrower Payment Obligations and the performance by the Borrower of all other terms, conditions and provisions of the Borrower Loan Documents, the Borrower hereby pledges and assigns to the Funding Lender, and grants to Lender the Funding Lender, a security interest in, all the Borrower’s right, title and interest in and to all Rents rents and in and to all payments to or monies moneys held in the Clearing Accountfunds and accounts created and held by the Fiscal Agent, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, Funding Lender or the “Cash Management Accounts”)Servicer for the Project. The Borrower hereby also grants to the Funding Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents rents in its possession prior to the (i) payment of such Rents rents or any portion thereof to the Fiscal Agent, the Funding Lender or the Servicer (ii) deposit of to the extent that the Borrower is required to pay such Rents into rents to the Deposit AccountFiscal Agent, the Funding Lender or the Servicer). The Borrower shall not, without obtaining the prior written consent Written Consent of the Funding Lender, further pledge, assign or grant any security interest in any Cash Management Accountthe rents, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-1 Financing Statements, except those naming the Funding Lender as the secured party, to be filed with respect thereto. The Funding Lender consents to the security interests created in favor of the Subordinate Lender under the Subordinate Loan Documents to the extent those security interests are at all times subject and subordinate to the Borrower Loan Documents. This Borrower Loan Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of DefaultDefault hereunder, the Fiscal Agent, the Funding Lender may and the Servicer shall apply or cause to be applied any sums held by the Fiscal Agent, the Funding Lender and the Servicer with respect to the Project in accordance with the provisions of Article IX of the Funding Loan Agreement to the extent applicable and otherwise in any Cash Management Account manner and in any order and determined by Funding Lender, in any manner as Lender shall elect in Funding Lender’s discretion without seeking the appointment of a receiver sole and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrowerabsolute discretion.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all of Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, Account and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Clearing Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing StatementsStatements to be filed with respect thereto, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s sole and absolute discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Security Instrument or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All Provided no Event of Default is continuing, all interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower and Manager of all other terms, conditions and provisions of the Loan Documents, Borrower and Manager hereby pledges pledge and assigns assign to Lender, and grants grant to Lender a security interest in, all Borrower’s 's and Manager's (if any) right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to Subaccounts, the Tax and Insurance Escrow Fund, the Capital Reserve Fund, and any other escrow or reserve funds or accounts established in connection with this Agreement Loan (collectively, the “Cash Management Accounts”"FUNDS"). Neither Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall notnor Manager shall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in the Deposit Account, any Cash Management AccountSubaccount or any Fund, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-l Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in the Deposit Account, any Cash Management Account Subaccount or any Fund to the payment of the Debt and/or to the payment of Taxes, Insurance Premiums, Capital Expenses and/or Operating Expenses, in any order and in its discretion. Neither the Deposit Account nor any manner as Lender Subaccount or Fund shall elect in Lender’s discretion without seeking the appointment of constitute a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds fund and may be commingled with other monies held by Lender. All interest which accrues on the funds Sums in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and each Fund shall be taxable to Borrower held by Lender in a Subaccount and shall be added to and disbursed invested in the same manner and under the same conditions as the principal sum on which said interest accruedPermitted Investments. Upon repayment in full of the Debt, all remaining funds in the SubaccountsEarnings or interest, if any, on each Fund shall become part of such Fund and shall be promptly disbursed as provided herein for such Fund. Borrower shall be responsible for and pay all income taxes payable with respect to such earnings and interest, and shall execute and deliver any IRS Form W-9 or other appropriate documentation Lender reasonably requires in connection therewith. Lender shall not be liable for any loss sustained on the investment of any funds constituting any Fund. Amounts disbursed to BorrowerBorrower or Manager under Sections 3.2 through 3.4 shall be used by Borrower or Manager solely to pay the expenses for which such disbursement is requested.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to the Clearing Account, the Deposit Account and all Subaccounts, all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. Provided no Event of Default has occurred and is continuing, at the direction of Borrower, Lender shall deposit the amounts held in the Cash Management Accounts in Permitted Investments selected by Lender. All interest investment earnings which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Lender shall not be responsible for any losses resulting from the investment of the Funds or for obtaining any specific level or percentage of earnings on such investment. Upon repayment in full of the Debt, all remaining funds in the SubaccountsCash Management Accounts, if any, shall be promptly disbursed to Borrower, unless (x) if an Approved Senior Mezzanine Loan is then outstanding, all such remaining funds shall be applied as directed in writing by the Approved Senior Mezzanine Loan Lender or (y) if no Approved Senior Mezzanine Loan is then outstanding, but an Approved Junior Mezzanine Loan is then outstanding, all such remaining funds shall be applied as directed in writing by the Approved Junior Mezzanine Loan Lender.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all of Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts Accounts created pursuant to or described in this Agreement (collectively, the “Cash Management Accounts”)Article III. Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit AccountLender. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-l Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Pledge or exercise its other rights under the Loan Documents. Cash Management Accounts Monies in any Account shall not constitute trust funds and may be commingled with other monies held by Lender. Funds in each Account will be invested only in Permitted Investments. All interest which accrues on monies in the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) Accounts shall accrue for the benefit of Borrower and Borrower, shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accruedaccrues except that (i) interest on monies in the Deposit Account will be disbursed to Borrower on or before the fourth Business Day after the applicable NYT Space Lease Payment Date (as such term is defined in the Deposit Account Agreement), and (ii) interest on monies in the Special Reserve Account will be disbursed to Borrower on or before March 1st of each year if and to the extent the accrued interest exceeds the increase, if any, in the amount to be held in the Special Reserve Account during such year pursuant to Section 3.2. Upon repayment in full of the Debt, all remaining funds in the SubaccountsAccounts, if anyany (plus interest), shall be promptly disbursed to Borrower. One or more of the Accounts (other than any Account which contains security deposits pursuant to Section 3.7 hereof) may be a ledger or book entry account at the Deposit Bank and not an actual account.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit AccountCash Collateral Subaccount, and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Clearing Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by LenderLender to the extent permitted by Applicable Law. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”"CASH MANAGEMENT ACCOUNTS"). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. Provided no Event of Default has occurred and is continuing, at the direction of Borrower, Lender shall deposit the amounts held in the Cash Management Account in Permitted Investments selected by Borrower. All interest investment earnings which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Lender shall not be responsible for any losses resulting from the investment of the Funds or for obtaining any specific level or percentage of earnings on such investment. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to the Clearing Account, the Deposit Account and all Subaccounts, all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit AccountAccount until such Rents are released to Borrower from the Clearing Account pursuant to this Agreement and the Cash Management Agreement. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. Provided no Event of Default has occurred and is continuing, at the direction of Borrower, Lender shall deposit the amounts held in the Cash Management Accounts in Permitted Investments selected by Borrower. All interest investment earnings which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Lender shall not be responsible for any losses resulting from the investment of the Funds or for obtaining any specific level or percentage of earnings on such investment. Upon repayment in full of the Debt, all remaining funds in the SubaccountsCash Management Accounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As To the extent not inconsistent with the Security Instrument and as security for payment of the Debt Borrower Payment Obligations and the performance by the Borrower of all other terms, conditions and provisions of the Borrower Loan Documents, the Borrower hereby pledges and assigns to the Fiscal Agent and the Funding Lender, and grants to Lender the Fiscal Agent and the Funding Lender, a security interest in, in all the Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies moneys held in the Clearing Accountfunds and accounts created and held by the Funding Lender, Fiscal Agent or the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, Servicer for the “Cash Management Accounts”)Project. The Borrower hereby also grants to the Fiscal Agent and the Funding Lender a continuing security interest in, and agrees to hold in trust for the benefit of the Fiscal Agent and the Funding Lender, all Rents in its possession prior to the (i) payment of Rents or any portion thereof to the Fiscal Agent and the Funding Lender or the Servicer (to the extent that the Borrower is required to pay such Rents to the Fiscal Agent, the Funding Lender or (ii) deposit of such Rents into the Deposit AccountServicer). The Borrower shall not, without obtaining the prior written consent Written Consent of the Funding Lender, further pledge, assign or grant any security interest in any Cash Management Accountthe Rents, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-1 Financing Statements, except those naming the Fiscal Agent or the Funding Lender as the secured party, to be filed with respect thereto. This Borrower Loan Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of DefaultDefault hereunder, the Fiscal Agent, the Funding Lender may and the Servicer shall apply or cause to be applied any sums held by the Fiscal Agent, the Funding Lender and the Servicer with respect to the Project in any Cash Management Account manner and in any order determined by Funding Lender, in Funding Xxxxxx’s sole and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debtabsolute discretion, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrowerunless otherwise specifically provided herein.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all such Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”"CASH MANAGEMENT ACCOUNTS"). Each Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall notnot (and no Borrower shall), without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As To the extent not inconsistent with the Security Instrument and as security for payment of the Debt Borrower Payment Obligations and the performance by the Borrower of all other terms, conditions and provisions of the Borrower Loan Documents, the Borrower hereby pledges and assigns to the Fiscal Agent and the Funding Lender, and grants to Lender the Fiscal Agent and the Funding Lender, a security interest in, all the Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies moneys held in the Clearing Accountfunds and accounts created and held by the Fiscal Agent, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, Funding Lender or the “Cash Management Accounts”)Servicer for the Project. The Borrower hereby also grants to the Funding Lender a continuing security interest in, and agrees to hold in trust for the benefit of the Funding Lender, all Rents in its possession prior to the (i) payment of Rents or any portion thereof to the Funding Lender or the Servicer (to the extent that the Borrower is required to pay such Rents to the Fiscal Agent, the Funding Lender or (iithe Servicer) deposit of such Rents into except for Permitted Encumbrances. [Other than pursuant to the Deposit Account. Subordinate Loan Documents,] the Borrower shall not, without obtaining the prior written consent Written Consent of the Funding Lender, further pledge, assign or grant any security interest in any Cash Management Accountthe Rents, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-1 Financing Statements, except those naming the Funding Lender as the secured party, to be filed with respect thereto. This Borrower Loan Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of DefaultDefault hereunder, the Fiscal Agent, the Funding Lender may and the Servicer shall apply or cause to be applied any sums held by the Fiscal Agent, the Funding Lender and the Servicer with respect to the Project in any Cash Management Account manner and in any order and determined by Funding Lender, in any manner as Lender shall elect in Funding Lender’s discretion without seeking the appointment of a receiver sole and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrowerabsolute discretion.

Grant of Security Interest; Application of Funds. As security for ------------------------------------------------ payment of each Borrower's Allocable Share of the Debt and the performance by each Borrower of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest of such Borrower in and to all Rents and in and to all payments to or monies held in the Clearing AccountAccounts, the Deposit Account, all the Subaccounts created pursuant to this Agreement and the Master Deposit Account (collectively, the “"CASH MANAGEMENT ACCOUNTS"), and in the Required Repair Fund, Tax and Insurance Escrow Fund, Replacement Reserve Fund, Rollover Reserve Fund, Operating Expense Reserve Fund, UNOI Fund, Regal Reserve Fund, Environmental Fund, Parkway Reserve Fund, Parkway Reserve #2 Fund, Cash Management Accounts”Collateral Fund and Casualty/Condemnation Fund (collectively, together with all other funds designated as or deemed to be "FUNDS" under this Agreement, the "FUNDS"). Each Borrower for itself and on behalf of each of its Affiliates hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. No Borrower shall notshall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management AccountAccount or Fund, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-l Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in or Fund as provided under Section 3.1.3(c). The parties hereto acknowledge that sums at any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed time in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds Remainder Subaccounts and/or in the SubaccountsMaster Deposit Account have also been pledged to Lender pursuant to, if anyand as additional collateral for, shall be promptly disbursed to Borrowerthe Guaranties.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to LenderAdministrative Agent on behalf of the Lenders, and grants to Lender Administrative Agent a security interest in, all Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender Administrative Agent a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender Administrative Agent or (ii) deposit of such Rents into the Deposit an Account. Borrower shall not, without obtaining the prior written consent of LenderAdministrative Agent, further pledge, assign or grant any security interest in any Cash Management AccountAccounts, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender Administrative Agent as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender Administrative Agent may apply any sums in any Cash Management Account (except the Security Deposit Account, which shall be governed by the provisions of Section 4.28 above) in any order and in any manner as Lender Administrative Agent shall elect in Lender’s Administrative Agent's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender Administrative Agent to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Except as otherwise required by applicable law, the Accounts shall not constitute trust funds and may be commingled with other monies held by LenderAdministrative Agent. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, subject to the Mortgage Loan Documents, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in (i) to the extent of any interest of Borrower therein, the Clearing Account, Account and the Deposit AccountAccount created pursuant to Section 3.1(b) of this Agreement, and (ii) all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of on the Mortgage Collateral or exercise its other rights under the Loan Documents, provided that Lender will not apply any such sums to prepayment of Principal unless it has accelerated the Loan. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender; provided that Borrower shall be entitled to request Lender to open and maintain a separate Deposit Account such that the funds with respect to the Property are not commingled with other monies held by Lender so long as Borrower shall pay the costs and expenses with respect to such Deposit Account. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.Borrower 24

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Junior Subordinate Deposit Account, Account and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Pledge or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower and Operating Lessee of all other terms, conditions and provisions of the Loan Documents, Borrower and Operating Lessee each hereby pledges pledge and assigns assign to Lender, and grants grant to Lender a security interest in, all of Borrower’s and Operating Lessee’s right, title and interest in and to all Rents (including Rents in the nature of sums payable by Credit Card Companies) and in and to all payments to or monies held in the Clearing Account, the Deposit Account, Account and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower and Operating Lessee each hereby grants grant to Lender a continuing security interest in, and agrees agree to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Neither Borrower shall notnor Operating Lessee shall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Security Instrument or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may not be commingled with other monies held by Lender. All Borrower shall be entitled to receive on a semi–annual basis interest which accrues on any balance in the funds in Deposit Account and any Cash Management Subaccounts other than Subaccounts established for the collection of Escrows (including any Eligible Account (maintained at a bank or other depository other than the Tax Deposit Bank selected by Lender in accordance with Section 3.1) at a rate equal to the U.S. and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable Regional Composite National Bank Average Retail Savings Money Market CD Yield, from time to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accruedtime. Upon repayment in full of the Debt and the “Debt” under, and as such quoted term is respectively defined in, the Term 38 Loan Agreement, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower. Property Cash Flow Allocation .

Grant of Security Interest; Application of Funds. As additional security for Borrower's payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest of such Borrower in and to all Rents and in and to all payments to or monies held in the Clearing Lockbox Account, the Deposit Cash Management Account, all Subaccounts created pursuant to this Agreement the Accounts (collectively, the “"Cash Management Accounts”") and in the Casualty/Condemnation Fund (all amounts held in the Accounts, the Casualty/Condemnation Fund, together with all other funds designated as or deemed to be "Funds" under this Agreement, are referred to herein as the "Funds"). Each Borrower for itself and on behalf of each of its Affiliates and the Manager hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit AccountLockbox Account in accordance with this Agreement and the Cash Management Agreement. No Borrower shall notshall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management AccountAccount or Fund, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any the Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights provided under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to BorrowerSection 3.1.5(c).

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower the Borrowers of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all such Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, Account and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Each Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the any Mortgage or exercise its other rights under the Loan Documents. The Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower the Borrowers and shall be taxable to Borrower the Borrowers and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the SubaccountsCash Trap Reserve Subaccount, if any, shall be promptly disbursed to, or as directed by, the Borrowers or if the Borrowers shall notify Lender not less than five (5) Business Days prior to Borrowerthe date on which the Debt is repaid in full, any amounts remaining on deposit in the Cash Trap Reserve Subaccount shall be applied by Lender to the amounts payable by the Borrowers in respect of the Debt.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower and Operating Lessee of all other terms, conditions and provisions of the Loan Documents, Borrower and Operating Lessee each hereby pledges pledge and assigns assign to Lender, and grants grant to Lender a security interest in, all of Borrower’s and Operating Lessee’s right, title and interest in and to all Rents (including Rents in the nature of sums payable by Credit Card Companies) and in and to all payments to or monies held in the Clearing Account, the Deposit Account, Account and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower and Operating Lessee each hereby grants grant to Lender a continuing security interest in, and agrees agree to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Neither Borrower shall notnor Operating Lessee shall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Security Instrument or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may not be commingled with other monies held by Lender. All Borrower shall be entitled to receive on a semi–annual basis interest which accrues on any balance in the funds in Deposit Account and any Cash Management Subaccounts other than Subaccounts established for the collection of Escrows (including any Eligible Account (maintained at a bank or other depository other than the Tax Deposit Bank selected by Lender in accordance with Section 3.1) at a rate equal to the U.S. and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable Regional Composite National Bank Average Retail Savings Money Market CD Yield, from time to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accruedtime. Upon repayment in full of the Debt and the “Debt” under, and as such quoted term is respectively defined in, the Project Loan Agreement, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.. 40

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower Borrowers of all other terms, conditions and provisions of the Loan Documents, Borrower Borrowers hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s Borrowers’ right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, Cash Management Account and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management System Accounts”). Borrower Borrowers hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (ia) payment of such Rents to Lender or (iib) deposit of such Rents into the Deposit Cash Management System Account. Borrower Borrowers shall not, without obtaining the prior written consent of LenderXxxxxx, further pledge, assign or grant any security interest in any Cash Management System Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during During the continuance of an Event of Default, Lender may apply any sums in any Cash Management System Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of any Mortgage and/or the Mortgage Pledge Agreement or exercise its other rights under the Loan Documents. Xxxxxx’s right to withdraw and apply any of the foregoing funds shall be in addition to all other rights and remedies provided to Lender under the Loan Documents. Cash Management System Accounts shall not constitute trust funds and may be commingled with other monies held by LenderXxxxxx. All interest which accrues on the funds in any Cash Management System Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower Borrowers and shall be taxable to Borrower Borrowers and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the SubaccountsCash Management System Accounts, if any, shall be promptly disbursed to BorrowerBorrowers.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower Borrowers of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all such Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in each Clearing Account, the Clearing Concentration Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “"Cash Management Accounts”"). Each Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. No Borrower shall notshall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the any Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower Borrowers and shall be taxable to Borrower Borrowers and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to BorrowerBorrowers.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts accounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the SubaccountsCash Management Accounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt Loan and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower Borrower, as Debtor, hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing AccountImpounds, the Deposit Account, all Subaccounts Restricted Account and the subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Accountthereunder. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Accountof the Impounds, the Restricted Account or the subaccounts created thereunder, or permit any Lien lien to attach thereto, or any levy to be made thereon, or any UCC Financing StatementsStatements to be filed thereon, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of a Default, Lender may apply all or any sums in any Cash Management part of the Restricted Account and/or Impounds against the amounts outstanding under the Loan in any order and in any manner as Lender shall elect in Lender’s 's sole discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of liens and security interests securing the Mortgage Loan or exercise its other rights under the Loan Documents. Cash Management Accounts The Restricted Account and Impounds shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax Upon full and Insurance Subaccount) shall accrue for the benefit final payment of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and Borrower's obligations under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the DebtLoan Documents, all remaining funds held in the SubaccountsRestricted Account, if anyall remaining Impounds and all proceeds held by Lender under Section 5.4(b) of the Security Instrument shall, shall upon Borrower's prior written request, either (a) be promptly disbursed to BorrowerBorrower within ten (10) Business Days or (b) credited to Borrower on the settlement statement for a sale or refinancing of the Property.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Senior Subordinate Deposit Account, Account and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Pledge or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As ------------------------------------------------ security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all of Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing AccountRequired Repair Fund, the Deposit AccountTax and Insurance Escrow Fund, all Subaccounts created pursuant to this Agreement the Capital Reserve Fund and the Rollover Reserve Fund (collectively, the “Cash Management Accounts”"FUNDS"). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management AccountFund, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-l Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account Fund to the payment of the Debt and/or to the payment of Required Repairs, Taxes, Insurance Premiums, Capital Expenses, Approved Leasing Expenses and/or Operating Expenses, in any order and in any manner as Lender its sole discretion. No Fund shall elect in Lender’s discretion without seeking the appointment of constitute a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds fund and may be commingled with other monies held by Lender. All interest which accrues on the funds Sums in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and each Fund shall be taxable to Borrower held by Lender in a Subaccount and shall be added to and disbursed invested in the same manner and under the same conditions as the principal sum on which said interest accruedPermitted Investments. Upon repayment in full of the Debt, all remaining funds in the SubaccountsEarnings or interest, if any, on each Fund shall become part of such Fund and shall be promptly disbursed as provided herein for such Fund. Lender shall not be liable for any loss sustained on the investment of any funds constituting any Fund. Amounts disbursed to BorrowerBorrower under Sections 3.2 through 3.7 shall be used by Borrower solely to pay the expenses for which such disbursement is requested.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower Borrowers of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all such Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Each Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. No Borrower shall notshall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the any Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All Provided no Event of Default is continuing, all interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower Borrowers and shall be taxable to Borrower Borrowers and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As To the extent not inconsistent with the Security Instrument and as security for payment of the Debt Borrower Payment Obligations and the performance by the Borrower of all other terms, conditions and provisions of the Borrower Loan Documents, the Borrower hereby pledges and assigns to the Fiscal Agent and the Funding Lender, and grants to Lender the Fiscal Agent and the Funding Lender, a security interest in, all the Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies moneys held in the Clearing Accountfunds and accounts created and held by the Fiscal Agent, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, Funding Lender or the “Cash Management Accounts”)Servicer for the Project. The Borrower hereby also grants to the Fiscal Agent and the Funding Lender a continuing security interest in, and agrees to hold in trust for the benefit of the Fiscal Agent and the Funding Lender, all Rents in its possession prior to the (i) payment of Rents or any portion thereof to the Fiscal Agent and the Funding Lender or the Servicer (to the extent that the Borrower is required to pay such Rents to the Fiscal Agent, the Funding Lender or (iithe Servicer) deposit of such Rents into the Deposit Accountexcept for Permitted Encumbrances. The Borrower shall not, without obtaining the prior written consent Written Consent of the Funding Lender, further pledge, assign or grant any security interest in any Cash Management Accountthe Rents, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-1 Financing Statements, except those naming the Fiscal Agent or the Funding Lender as the secured party, to be filed with respect thereto. This Borrower Loan Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an a Event of DefaultDefault hereunder, the Fiscal Agent, the Funding Lender may and the Servicer shall apply or cause to be applied any sums held by the Fiscal Agent, the Funding Lender and the Servicer with respect to the Project in any Cash Management Account manner and in any order and determined by Funding Lender, in any manner as Lender shall elect in Funding Lender’s discretion without seeking the appointment of a receiver sole and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrowerabsolute discretion.

Grant of Security Interest; Application of Funds. As To the extent not inconsistent with the Security Instrument and as security for payment of the Debt Borrower Payment Obligations and the performance by the Borrower of all other terms, conditions and provisions of the Borrower Loan Documents, the Borrower hereby pledges and assigns to the Fiscal Agent and the Funding Lender, and grants to Lender the Fiscal Agent and the Funding Lender, a security interest in, all the Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies moneys held in the Clearing Account, funds and accounts created and held by the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, Funding Lender or the “Cash Management Accounts”)Servicer for the Project. The Borrower hereby also grants to the Fiscal Agent and the Funding Lender a continuing security interest in, and agrees to hold in trust for the benefit of the Fiscal Agent and the Funding Lender, all Rents in its possession prior to the (i) payment of Rents or any portion thereof to the Fiscal Agent and the Funding Lender or the Servicer (to the extent that the Borrower is required to pay such Rents to the Fiscal Agent, the Funding Lender or (iithe Servicer) deposit of such Rents into the Deposit Accountexcept for Permitted Encumbrances. The Borrower shall not, without obtaining the prior written consent Written Consent of the Funding Lender, further pledge, assign or grant any security interest in any Cash Management Accountthe Rents, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-1 Financing Statements, except those naming the Fiscal Agent or the Funding Lender as the secured party, to be filed with respect thereto. This Borrower Loan Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an a Event of DefaultDefault hereunder, the Fiscal Agent, the Funding Lender may and the Servicer shall apply or cause to be applied any sums held by the Fiscal Agent, the Funding Lender and the Servicer with respect to the Project in any Cash Management Account manner and in any order and determined by Funding Lender, in any manner as Lender shall elect in Funding Lender’s discretion without seeking the appointment of a receiver sole and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.absolute discretion.‌

Grant of Security Interest; Application of Funds. Lender will establish subaccounts which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all of Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender Xxxxxx a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit AccountLender. Borrower shall not, without obtaining the prior written consent of LenderXxxxxx, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statementsfinancing statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in LenderXxxxxx’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Security Instrument or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by LenderXxxxxx. All Borrower shall be entitled to receive on a semi– annual basis interest which accrues on the funds any balance in any Cash Management Account (Subaccounts other than the Tax and Insurance Subaccount) shall accrue Subaccounts established for the benefit collection of Borrower Escrows at a rate equal to the U.S. and shall be taxable Regional Composite National Bank Average Retail Savings Money Market CD Yield, from time to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accruedtime. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by the Borrower of all other terms, conditions and provisions of the Loan Documents, the Borrower hereby pledges and assigns to the Lender, and grants to the Lender a security interest in, all the Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “"Cash Management Accounts”"). The Borrower hereby grants to the Lender a continuing security interest in, and agrees to hold in trust for the benefit of the Lender, all Rents in its possession prior to the (i) payment of such Rents to the Lender or (ii) deposit of such Rents into the Deposit Account. The Borrower shall not, without obtaining the prior written consent of the Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-l Financing Statements, except those naming the Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, the Lender may apply any sums in any Cash Management Account in any order and in any manner as the Lender shall elect in the Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of the Lender to foreclose the Lien of the any Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by the Lender. All The Borrower shall be entitled to receive on a semi-annual basis interest which accrues on any balance in the funds in Deposit Account and any Cash Management Subaccounts (including any Eligible Account (maintained at a bank or other depository other than the Tax Deposit Bank selected by Lender in accordance with Section 11.01) at a rate equal to the U.S. and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable Regional Composite National Bank Average Retail Savings Money Market CD Yield, from time to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accruedtime. Upon repayment payment in full of the DebtLoan and all other amounts owed by the Borrower under the Loan Documents, all remaining funds in the SubaccountsLender shall cause the amounts, if any, shall remaining in the Cash Managements Accounts to be promptly disbursed remitted to the Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and Rents, in and to all payments to or monies held in or credited to the Clearing Account, the Deposit Account, and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”)) and in and to all payments or monies held in the Cash Management Accounts. Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Notwithstanding the foregoing, Lender acknowledges that the security interest granted to Lender hereunder and pursuant to the other Loan Documents with respect to Third Party Disbursements is granted subject to the right, title and interest of any third party that is not an Affiliate of Borrower, Sole Member or Guarantor in and to such Third Party Disbursements. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall shall, (A) if the Mezzanine Loan (or any portion thereof) is outstanding, be deposited into the subordinate deposit account established under the Mezzanine Loan; and (B) if the Mezzanine Loan has been paid in full, be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As To the extent not inconsistent with the Security Instrument and as security for payment of the Debt Borrower Payment Obligations and the performance by the Borrower of all other terms, conditions and provisions of the Borrower Loan Documents, the Borrower hereby pledges and assigns to the Fiscal Agent and the Funding Lender, and grants to Lender the Fiscal Agent and the Funding Lender, a security interest in, all the Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies moneys held in the Clearing Accountfunds and accounts created and held by the Fiscal Agent, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, Funding Lender or the “Cash Management Accounts”)Servicer for the Project. The Borrower hereby also grants to the Funding Lender a continuing security interest in, and agrees to hold in trust for the benefit of the Funding Lender, all Rents in its possession prior to the (i) payment of Rents or any portion thereof to the Funding Lender or the Servicer (to the‌‌ extent that the Borrower is required to pay such Rents to the Fiscal Agent, the Funding Lender or (iithe Servicer) deposit of such Rents into except for Permitted Encumbrances. Other than pursuant to the Deposit Account. Subordinate Loan Documents, the Borrower shall not, without obtaining the prior written consent Written Consent of the Funding Lender, further pledge, assign or grant any security interest in any Cash Management Accountthe Rents, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-1 Financing Statements, except those naming the Funding Lender as the secured party, to be filed with respect thereto. This Borrower Loan Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of DefaultDefault hereunder, the Fiscal Agent, the Funding Lender may and the Servicer shall apply or cause to be applied any sums held by the Fiscal Agent, the Funding Lender and the Servicer with respect to the Project in any Cash Management Account manner and in any order and determined by Funding Lender, in any manner as Lender shall elect in Funding Lender’s discretion without seeking the appointment of a receiver sole and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrowerabsolute discretion.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all of Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, Mezzanine Account and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Security Documents or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Security Instrument or exercise its other rights under the Loan Documents, provided that Lender will not apply any such sums to prepayment of Principal unless it has accelerated the Loan. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all of Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Cash Management Account, and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management System Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (ia) payment of such Rents to Lender or (iib) deposit of such Rents into the Deposit Cash Management System Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management System Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management System Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management System Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management System Account (other than the Tax Subaccount and the Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. The amount of funds on deposit in each Subaccount as of the date hereof is set forth on Schedule 13 attached hereto. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing AccountRequired Repair Fund, the Deposit AccountTax and Insurance Escrow Fund, all Subaccounts created pursuant to this Agreement the Capital Reserve Fund and the Rollover Reserve Fund (collectively, the “Cash Management Accounts”"Funds"). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management AccountFund, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-l Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account Fund to the payment of the Debt and/or to the payment of Required Repairs, Taxes, Insurance Premiums, Capital Expenses, Approved Leasing Expenses and/or Operating Expenses, in any order and in any manner as Lender its sole discretion. No Fund shall elect in Lender’s discretion without seeking the appointment of constitute a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds fund and may be commingled with other monies held by Lender. All interest which accrues on the funds Sums in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and each Fund shall be taxable to Borrower held by Lender in a Subaccount and shall be added to and disbursed invested in the same manner and under the same conditions as the principal sum on which said interest accruedPermitted Investments. Upon repayment in full of the Debt, all remaining funds in the SubaccountsEarnings or interest, if any, on each Fund shall become part of such Fund and shall be promptly disbursed as provided herein for such Fund. Lender shall not be liable for any loss sustained on the investment of any funds constituting any Fund, except for Lender's gross negligence or wilful misconduct. Amounts disbursed to BorrowerBorrower under Sections 3.2 through 3.7 shall be used by Borrower solely to pay the expenses for which such disbursement is requested.

Grant of Security Interest; Application of Funds. As To the extent not inconsistent with the Security Instrument and as security for payment of the Debt Borrower Payment Obligations and the performance by the Borrower of all other terms, conditions and provisions of the Borrower Loan Documents, the Borrower hereby pledges and assigns to the Funding Lender, and grants to Lender the Funding Lender, a security interest in, in all the Borrower’s right, title and interest in and to all Rents rents and in and to all payments to or monies moneys held in the Clearing Accountfunds and accounts created and held by the Fiscal Agent, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, Funding Lender or the “Cash Management Accounts”)Servicer for the Project. The Borrower hereby also grants to the Funding Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents rents in its possession prior to the (i) payment of such Rents rents or any portion thereof to the Fiscal Agent, the Funding Lender or the Servicer (ii) deposit of to the extent that the Borrower is required to pay such Rents into rents to the Deposit AccountFiscal Agent, the Funding Lender or the Servicer). The Borrower shall not, without obtaining the prior written consent Written Consent of the Funding Lender, further pledge, assign or grant any security interest in any Cash Management Accountthe rents, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-1 Financing Statements, except those naming the Funding Lender as the secured party, to be filed with respect thereto. This Borrower Loan Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of DefaultDefault hereunder, the Fiscal Agent, the Funding Lender, the Governmental Lender may and the Servicer shall apply or cause to be applied any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by the Funding Lender. All interest which accrues on , the funds in any Cash Management Account (other than Fiscal Agent, the Tax Governmental Lender and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions Servicer, as the principal sum on which said interest accrued. Upon repayment in full of the Debtcase may be, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.with

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”"CASH MANAGEMENT ACCOUNTS"). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower Borrowers of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all such Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in each Clearing Account, the Clearing Concentration Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Each Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. No Borrower shall notshall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the any Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower Borrowers and shall be taxable to Borrower Borrowers and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to BorrowerBorrowers.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower ​ ​ hereby pledges and assigns to Lender, and grants to Lender a security interest in, the following (the “Account Collateral”): all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit AccountReserve Funds, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”), and all payments to or monies held in any of the Accounts. Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit AccountLender. Borrower shall will not, without obtaining the prior written consent of Lenderand will not permit Manager to, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC UCC-l Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon Except as otherwise provided in this Agreement, upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall will elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Security Instrument or exercise its other rights under the Loan Documents. Cash Management Accounts shall will not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall will be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower and Operating Tenant of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement or the Cash Management Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Borrower Deposit Account or the OT Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management AccountAccounts, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account Accounts in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account or the OT Deposit Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower or Operating Tenant, as applicable, and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Borrower Subaccounts, if any, shall be promptly disbursed to BorrowerBorrower and all remaining funds in the OT Subaccounts, if any, shall be promptly disbursed to Operating Tenant.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “"Cash Management Accounts”"). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower Borrowers of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all such Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “"Cash Management Accounts”"). Each Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit AccountAccount until such Rents are released to Borrower from the Clearing Account pursuant to this Agreement and the Cash Management Agreement. No Borrower shall notshall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. Provided no Event of Default has occurred and is continuing, at the direction of Borrowers, Lender shall deposit the amounts held in the Cash Management Account in Permitted Investments selected by Borrowers. All interest investment earnings which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower Borrowers and shall be taxable to Borrower Borrowers and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Lender shall not be responsible for any losses resulting from the investment of the Funds or for obtaining any specific level or percentage of earnings on such investment. Upon repayment in full of the Debt, all remaining funds in the SubaccountsCash Management Accounts, if any, shall be promptly disbursed to BorrowerBorrowers.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in or credited to the Clearing Account, the Subordinate Deposit Account, Account and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”). Borrower hereby grants ) and in and to Lender a continuing security interest in, and agrees to hold all payments or monies held in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit AccountCash Management Accounts. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Notwithstanding the foregoing, Lender acknowledges that the security interest granted to Lender hereunder and pursuant to the other Loan Documents with respect to Third Party Disbursements is granted subject to the right, title and interest of any third party that is not an Affiliate of Borrower, Sole Member or Guarantor in and to such Third Party Disbursements. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage Security Documents or exercise its other rights under the Loan Documents. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all of Borrower’s right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Cash Management Account, and all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management System Accounts”). Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (ia) payment of such Rents to Lender or (iib) deposit of such Rents into the Deposit Cash Management System Account. Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management System Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management System Account in any order and in any manner as Lender shall elect in Lender’s discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents. Cash Management System Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management System Account (other than the Tax Subaccount and the Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.

Grant of Security Interest; Application of Funds. As security for payment of the Debt and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, each Borrower hereby pledges and assigns to Lender, and grants to Lender a security interest in, all such Borrower’s 's right, title and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Deposit Account, all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management Accounts”"CASH MANAGEMENT ACCOUNTS"). Each Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in its possession prior to the (i) payment of such Rents to Lender or (ii) deposit of such Rents into the Deposit Account. Borrower shall notnot (and no Borrower shall), without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Cash Management Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums in any Cash Management Account in any order and in any manner as Lender shall elect in Lender’s 's discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of the Mortgage or exercise its other rights under the Loan Documents, provided that Lender will not apply any such sums to prepayment of Principal unless it has accelerated the Loan. Cash Management Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management Account (other than the Tax and Insurance Subaccount) shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrower.