Common use of Mezzanine Borrower’s Account Representations, Warranties and Covenants Clause in Contracts

Mezzanine Borrower’s Account Representations, Warranties and Covenants. Mezzanine Borrower represents, warrants and covenants that: (a) Pursuant to the Loan Documents (Mortgage), Mortgage Borrower has directed that, after Mortgage Lender receives notice of a Default hereunder (and provided no Event of Default exists under the Mortgage Loan), all Excess Cash Flow is to be deposited into the Mezzanine Account; (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any right, title or interest in or to any Excess Cash Flow from and after the time at which the Mortgage Lender becomes obligated under the Mortgage Loan Documents to transfer such Excess Cash Flow to the Mezzanine Account, except any rights Mezzanine Borrower shall have to allocations of such funds following the disbursement to Mezzanine Borrower of any Net Excess Cash Flow as provided in Section 3.1.5(a); (c) There are no accounts other than the Collateral Accounts and Collateral Accounts (Mezzanine) maintained by Mortgage Borrower or any other Person with respect to the collection of rents, revenues, proceeds or other income from the Property or for the collection of Receipts, except for the Collection Account (as defined in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the Mezzanine Account in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c); (d) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Loan Document (Mezzanine); and (e) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, nor any of their Affiliates shall open any other operating accounts with respect to the collection of rents, revenues, proceeds or other income from the Property or for the collection of Receipts.

Mezzanine Borrower’s Account Representations, Warranties and Covenants. Mezzanine Borrower represents, warrants and covenants that: (a) Pursuant to the Loan Documents (Mortgage)None of Mortgage Borrower, Mortgage Borrower has directed thatany Senior Mezzanine Borrower, after Mortgage Lender receives notice of a Default hereunder (and provided no Event of Default exists under the Mortgage Loan), all Excess Cash Flow is to be deposited into the Mezzanine Account; (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any right, title or interest in or to any Excess Cash Flow from and after the time at during any period with respect to which the Mortgage Lender becomes obligated under the Mortgage Loan Documents Agreement (Mortgage) to transfer such Excess Cash Flow to the Mezzanine Account, except any rights Mezzanine Borrower shall have to allocations of such funds following the disbursement to Mezzanine Borrower of any Net Excess Cash Flow as provided in Section 3.1.5(a3.1.6(d); (cb) There are no accounts other than the Collateral Accounts, Collateral Accounts (First Mezzanine), Collateral Accounts (Second Mezzanine), Collateral Accounts (Third Mezzanine) and Collateral Accounts (Fourth Mezzanine) maintained by Mortgage Borrower, Mezzanine Borrower or any other Person with respect to the collection of Mortgage Borrower’s, any Senior Mezzanine Borrower’s, or Mezzanine Borrower’s rents, revenues, proceeds or other income from the Property or for the collection of ReceiptsMortgage Borrower’s or any Senior Mezzanine Borrower’s Receipts in respect of Mezzanine Borrower, except for the Collection Account (as defined in the Loan Agreement (Mortgage))any Senior Mezzanine Borrower’s, the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the Mezzanine Account in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c)or Mortgage Borrower; (dc) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Mezzanine Loan Document (Mezzanine)Document; and (ed) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, Borrower nor any of their Affiliates other Person shall open any other operating accounts with respect to the collection of rents, revenues, proceeds or other income from the Property or for the collection of ReceiptsReceipts in respect of Mortgage Borrower, any Senior Mezzanine Borrower’s or Mezzanine Borrower, except as provided in the Loan Agreement (Mortgage).

Mezzanine Borrower’s Account Representations, Warranties and Covenants. Mezzanine Borrower represents, warrants and covenants that: (a) Pursuant to the Loan Documents (Mortgage)None of Mortgage Borrower, Mortgage Borrower has directed thatany Senior Mezzanine Borrower, after Mortgage Lender receives notice of a Default hereunder (and provided no Event of Default exists under the Mortgage Loan), all Excess Cash Flow is to be deposited into the Mezzanine Account; (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any right, title or interest in or to any Excess Cash Flow from and after the time at during any period with respect to which the Mortgage Lender becomes obligated under the Mortgage Loan Documents Agreement (Mortgage) to transfer such Excess Cash Flow to the Mezzanine Account, except any rights Mezzanine Borrower shall have to allocations of such funds following the disbursement to Mezzanine Borrower of any Net Excess Cash Flow as provided in Section 3.1.5(a3.1.6(d); (cb) There are no accounts other than the Collateral Accounts, Collateral Accounts (First Mezzanine), Collateral Accounts (Second Mezzanine), Collateral Accounts (Third Mezzanine) and Collateral Accounts (Fourth Mezzanine) maintained by Mortgage Borrower, Senior Mezzanine Borrower, Mezzanine Borrower or any other Person with respect to the collection of Mortgage Borrower’s, any Senior Mezzanine Borrower’s, or Mezzanine Borrower’s rents, revenues, proceeds or other income from the Property or for the collection of ReceiptsMortgage Borrower’s or any Senior Mezzanine Borrower’s Receipts in respect of Mezzanine Borrower, except for the Collection Account (as defined in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the any Senior Mezzanine Account in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c)Borrower’s or Mortgage Borrower; (dc) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Mezzanine Loan Document (Mezzanine)Document; and (ed) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, Borrower nor any of their Affiliates other Person shall open any other operating accounts with respect to the collection of rents, revenues, proceeds or other income from the Property or for the collection of ReceiptsReceipts in respect of Mortgage Borrower, any Senior Mezzanine Borrower’s, or Mezzanine Borrower, except as provided in the Loan Agreement (Mortgage).

Mezzanine Borrower’s Account Representations, Warranties and Covenants. Mezzanine Borrower represents, warrants and covenants that: (a) Pursuant to the Loan Documents (Mortgage), Mortgage Borrower has directed that, after Mortgage Lender receives notice of a Default hereunder (and provided no Event of Default exists under the Mortgage Loan), all Excess Cash Flow is to be deposited into the Mezzanine Account; (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will not have any right, title or interest in or to any Excess Cash Flow from and after the time at during any period with respect to which the Mortgage Lender becomes obligated under the Mortgage Loan Documents Agreement (Mortgage) to transfer such Excess Cash Flow to the Mezzanine Account, except any rights Mezzanine Borrower shall have to allocations of such funds following the disbursement to Mezzanine Borrower of any Net Excess Cash Flow as provided in Section 3.1.5(a3.1.6(d); (cb) There are no accounts other than the Collateral Accounts, Collateral Accounts (First Mezzanine), Collateral Accounts (Second Mezzanine), Collateral Accounts (Third Mezzanine) and Collateral Accounts (Fourth Mezzanine) maintained by Mortgage Borrower, Mezzanine Borrower or any other Person with respect to the collection of Mortgage Borrower’s or Mezzanine Borrower’s rents, revenues, proceeds or other income from the Property or for the collection of Receipts, except for the Collection Account (as defined Mortgage Borrower’s Receipts in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the respect of Mezzanine Account in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c)Borrower or Mortgage Borrower; (dc) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Mezzanine Loan Document (Mezzanine)Document; and (ed) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, Borrower nor any of their Affiliates other Person shall open any other operating accounts with respect to the collection of rents, revenues, proceeds or other income from the Property or for the collection of ReceiptsReceipts in respect of Mortgage Borrower or Mezzanine Borrower, except as provided in the Loan Agreement (Mortgage).

Mezzanine Borrower’s Account Representations, Warranties and Covenants. (a) Mezzanine Borrower represents, warrants and covenants that: : (ai) Pursuant as of the Closing Date, Mortgage Borrower irrevocably directed the Master Lessee pursuant to a letter substantially in the form of the Master Lease Rent Payment Direction Letter to make all payments of Master Lease Scheduled Rent directly to the Holding Account at all times during the term of the Mortgage Loan Documents and Mezzanine Borrower shall cause Mortgage Borrower to deposit all such sums in such Holding Account; and (ii) Mezzanine Borrower shall cause Mortgage Borrower to comply with, and use commercially reasonable efforts to enforce Mortgage Lender’s compliance with, all of the terms and conditions of Section 3.1 of the Loan Agreement (Mortgage), Mortgage Borrower has directed thatincluding, after Mortgage Lender receives notice without limitation: (1) the timely funding of a Default hereunder (and provided no Event of Default exists all Sub-Accounts under the Mortgage Loan, including any Sub-Account deficiencies in accordance with Section 3.1.6(c) of the Loan Agreement (Mortgage); (2) the distribution of funds to Mezzanine Lender in accordance with the “Fourth Mezzanine Lender Monthly Debt Service Notice” as described in the Loan Agreement (Mortgage); and (3) the timely payment of Impositions and Other Charges, insurance premiums, Ground Rent, Debt Service in respect of the Mortgage Loan, Debt Service (Fourth Mezzanine), all Excess Cash Flow is to be deposited into debt service in respect of the Senior Mezzanine Account;Loans, and debt service in respect of the Junior Mezzanine Loans. (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any rightrepresents, title or interest in or warrants and covenants that (i) pursuant to any Excess Cash Flow from the Loan Agreement (Mortgage), provided no Mortgage Event of Default has occurred and after the time at which the is continuing, Mortgage Lender becomes obligated has agreed to make or direct the Cash Management Bank (Mortgage) to transfer all funds on deposit in the Fourth Mezzanine Debt Service Reserve Account under the Mortgage Loan Documents to transfer such Excess Cash Flow Agreement (Mortgage) to the Mezzanine AccountAccount which transfer constitutes a distribution from Mortgage Borrower to Mezzanine Borrower, except any rights (ii) Mezzanine Borrower shall have pay or cause to allocations be paid all Receipts, Cash and Cash Equivalents or other items of such funds following operating income not covered by the disbursement to preceding subsection (a) within one Business Day after receipt thereof by Mezzanine Borrower or its Affiliates directly into the Mezzanine Account and, until so deposited, any such amounts held by Mezzanine Borrower or its Affiliates shall be deemed to be Account Collateral (Fourth Mezzanine) and shall be held in trust by it for the benefit, and as the property, of Mezzanine Lender and shall not be commingled with any Net Excess Cash Flow other funds or property of Mezzanine Borrower or its Affiliates, (iii) as provided in Section 3.1.5(a); (c) There of the date hereof, there are no accounts other than the Collateral Accounts and Collateral Accounts (Fourth Mezzanine) maintained by Mortgage Mezzanine Borrower or any other Person with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collection Account (as defined in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the Mezzanine Account in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c); (d) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Loan Document (Mezzanine); and (eiv) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, Borrower nor any of their Affiliates other Person shall open any other operating accounts with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collateral Accounts (Fourth Mezzanine), and (v) it will cause the Mortgage Borrower to cause Master Lessee to deposit all amounts payable by Master Lessee to Mortgage Borrower pursuant to the Master Lease directly into the Holding Account.

Mezzanine Borrower’s Account Representations, Warranties and Covenants. Mezzanine Borrower represents, warrants and covenants that: (a) Pursuant to the Loan Documents Agreement (Mortgage), Mortgage Borrower has directed that, after Mortgage Lender receives notice of a Default hereunder (and provided no Event of Default exists under the Mortgage Loan)hereunder, all Excess Cash Flow is to be deposited into the First Mezzanine Account; (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any right, title or interest in or to any Excess Cash Flow from and after the time at which the Mortgage Lender becomes obligated under the Mortgage Loan Documents Agreement (Mortgage) to transfer such Excess Cash Flow to the First Mezzanine Account, except any rights Mezzanine Borrower shall have to allocations of such funds following the disbursement to Mezzanine Borrower of any Net Excess Cash Flow as provided in Section 3.1.5(a); (c) There are no accounts other than the Collateral Accounts, the Manager Accounts, Collateral Accounts (First Mezzanine), and Collateral Accounts (Junior Mezzanine) ), maintained by Mortgage Borrower Borrower, Mezzanine Borrower, Junior Mezzanine Borrower, or any other Person with respect to the collection of rents, revenues, proceeds or other income from the Property or for the collection of Receipts, except for the Collection Account (as defined in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the First Mezzanine Account and any accounts held by Mezzanine Borrower, or Junior Mezzanine Borrower in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c); (d) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the First Mezzanine Account as required by the Pledge and this Agreement or any other Loan Document (First Mezzanine); and (e) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime LesseeAffiliate Tenant, Manager, Mezzanine Borrower, nor any of their Affiliates shall open any other operating accounts with respect to the collection of rents, revenues, proceeds or other income from the Property or for the collection of Receipts.

Mezzanine Borrower’s Account Representations, Warranties and Covenants. (a) Mezzanine Borrower represents, warrants and covenants that: : (ai) Pursuant as of the date hereof, Mortgage Borrower has irrevocably directed the Master Lessee pursuant to a letter substantially in the form of the Master Lease Rent Payment Direction Letter to make all payments of Master Lease Scheduled Rent directly to the Holding Account at all times during the term of the Mortgage Loan Documents and Mezzanine Borrower shall cause Mortgage Borrower to deposit all such sums in such Holding Account; and (ii) Mezzanine Borrower shall cause Mortgage Borrower to comply with, and use commercially reasonable efforts to enforce Mortgage Lender’s compliance with, all of the terms and conditions of Section 3.1 of the Loan Agreement (Mortgage), Mortgage Borrower has directed thatincluding, after Mortgage Lender receives notice without limitation: (1) the timely funding of a Default hereunder (and provided no Event of Default exists all Sub-Accounts under the Mortgage Loan, including any Sub-Account deficiencies in accordance with Section 3.1.6(c) of the Loan Agreement (Mortgage); (2) the distribution of funds to Mezzanine Lender in accordance with the “Second Mezzanine Lender Monthly Debt Service Notice” as described in the Loan Agreement (Mortgage); and (3) the timely payment of Impositions and Other Charges, insurance premiums, Ground Rent, Debt Service in respect of the Mortgage Loan, Debt Service (Second Mezzanine), all Excess Cash Flow is to be deposited into and debt service in respect of the Junior Mezzanine Account;Loans. (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any rightrepresents, title or interest in or warrants and covenants that (i) pursuant to any Excess Cash Flow from the Loan Agreement (Mortgage), provided no Mortgage Event of Default has occurred and after the time at which the is continuing, Mortgage Lender becomes obligated has agreed to make or direct the Cash Management Bank (Mortgage) to transfer all funds on deposit in the Second Mezzanine Debt Service Reserve Account under the Mortgage Loan Documents to transfer such Excess Cash Flow Agreement (Mortgage) to the Mezzanine Account, except any rights (iii) Mezzanine Borrower shall have pay or cause to allocations be paid all Receipts, Cash and Cash Equivalents or other items of such funds following operating income not covered by the disbursement to preceding subsection (a) within one Business Day after receipt thereof by Mezzanine Borrower or its Affiliates directly into the Mezzanine Account and, until so deposited, any such amounts held by Mezzanine Borrower or its Affiliates shall be deemed to be Account Collateral (Second Mezzanine) and shall be held in trust by it for the benefit, and as the property, of Mezzanine Lender and shall not be commingled with any Net Excess Cash Flow as provided in Section 3.1.5(a); other funds or property of Mezzanine Borrower or its Affiliates, (civ) There there are no accounts other than the Collateral Accounts and Collateral Accounts (Second Mezzanine) maintained by Mortgage Mezzanine Borrower or any other Person with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collection Account and (as defined in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the Mezzanine Account in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c); (d) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Loan Document (Mezzanine); and (ev) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, Borrower nor any of their Affiliates other Person shall open any other operating accounts with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collateral Accounts (Second Mezzanine).

Mezzanine Borrower’s Account Representations, Warranties and Covenants. (a) Mezzanine Borrower represents, warrants and covenants that: : (ai) Pursuant as of the Closing Date, Mortgage Borrower irrevocably directed the Master Lessee pursuant to a letter substantially in the form of the Master Lease Rent Payment Direction Letter to make all payments of Master Lease Scheduled Rent directly to the Holding Account at all times during the term of the Mortgage Loan Documents and Mezzanine Borrower shall cause Mortgage Borrower to deposit all such sums in such Holding Account; and (ii) Mezzanine Borrower shall cause Mortgage Borrower to comply with, and use commercially reasonable efforts to enforce Mortgage Lender’s compliance with, all of the terms and conditions of Section 3.1 of the Loan Agreement (Mortgage), Mortgage Borrower has directed thatincluding, after Mortgage Lender receives notice without limitation: (1) the timely funding of a Default hereunder (and provided no Event of Default exists all Sub-Accounts under the Mortgage Loan, including any Sub-Account deficiencies in accordance with Section 3.1.6(c) of the Loan Agreement (Mortgage); (2) the distribution of funds to Mezzanine Lender in accordance with the “Second Mezzanine Lender Monthly Debt Service Notice” as described in the Loan Agreement (Mortgage); and (3) the timely payment of Impositions and Other Charges, insurance premiums, Ground Rent, Debt Service in respect of the Mortgage Loan, Debt Service (Second Mezzanine), all Excess Cash Flow is to be deposited into debt service in respect of the Senior Mezzanine Account;Loan, and debt service in respect of the Junior Mezzanine Loans. (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any rightrepresents, title or interest in or warrants and covenants that (i) pursuant to any Excess Cash Flow from the Loan Agreement (Mortgage), provided no Mortgage Event of Default has occurred and after the time at which the is continuing, Mortgage Lender becomes obligated has agreed to make or direct the Cash Management Bank (Mortgage) to transfer all funds on deposit in the Second Mezzanine Debt Service Reserve Account under the Mortgage Loan Documents to transfer such Excess Cash Flow Agreement (Mortgage) to the Mezzanine AccountAccount which transfer constitutes a distribution from Mortgage Borrower to Mezzanine Borrower, except any rights (ii) Mezzanine Borrower shall have pay or cause to allocations be paid all Receipts, Cash and Cash Equivalents or other items of such funds following operating income not covered by the disbursement to preceding subsection (a) within one Business Day after receipt thereof by Mezzanine Borrower or its Affiliates directly into the Mezzanine Account and, until so deposited, any such amounts held by Mezzanine Borrower or its Affiliates shall be deemed to be Account Collateral (Second Mezzanine) and shall be held in trust by it for the benefit, and as the property, of Mezzanine Lender and shall not be commingled with any Net Excess Cash Flow as provided in Section 3.1.5(a); other funds or property of Mezzanine Borrower or its Affiliates, (ciii) There there are no accounts other than the Collateral Accounts and Collateral Accounts (Second Mezzanine) maintained by Mortgage Mezzanine Borrower or any other Person with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collection Account (as defined in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the Mezzanine Account in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c); (d) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Loan Document (Mezzanine); and (eiv) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, Borrower nor any of their Affiliates other Person shall open any other operating accounts with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collateral Accounts (Second Mezzanine), and (v) it will cause the Mortgage Borrower to cause Master Lessee to deposit all amounts payable by Master Lessee to Mortgage Borrower pursuant to the Master Lease directly into the Holding Account.

Mezzanine Borrower’s Account Representations, Warranties and Covenants. Mezzanine Borrower represents, warrants and covenants that: (a) Pursuant to the Loan Documents Agreement (Mortgage), Mortgage Borrower has directed that, after Mortgage Lender receives notice of a Default hereunder (and provided no Mortgage Event of Default exists under the Mortgage Loanexists), all Excess Cash Flow is to be deposited into the Senior Mezzanine Account; (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any right, title or interest in or to any Excess Cash Flow from and after the time at which the Mortgage Lender becomes obligated under the Mortgage Loan Documents Agreement (Mortgage) to transfer such Excess Cash Flow to the Senior Mezzanine Account, except any rights Mezzanine Borrower shall have to allocations of such funds following the disbursement to Mezzanine Borrower of any Net Excess Cash Flow as provided in Section 3.1.5(a); (c) There are no accounts other than the Collateral Accounts, Collateral Accounts (Senior Mezzanine), Collateral Accounts (Intermediate Mezzanine), and Collateral Accounts (Junior Mezzanine) ), maintained by Mortgage Borrower, Mezzanine Borrower or any other Person with respect to the collection of rents, revenues, proceeds or other income from the Property or for the collection of Receipts, except for the Collection Account (as defined in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the Senior Mezzanine Account and any accounts held by Mezzanine Borrower, Intermediate Mezzanine Borrower, or Junior Mezzanine Borrower in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c); (d) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Senior Mezzanine Account as required by the Pledge and this Agreement or any other Loan Document (Senior Mezzanine); and (e) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, nor any of their Affiliates shall open any other operating accounts with respect to the collection of rents, revenues, proceeds or other income from the Property or for the collection of Receipts.

Mezzanine Borrower’s Account Representations, Warranties and Covenants. (a) Mezzanine Borrower represents, warrants and covenants that: : (ai) Pursuant as of the date hereof, Mortgage Borrower has irrevocably directed the Master Lessee pursuant to a letter substantially in the form of the Master Lease Rent Payment Direction Letter to make all payments of Master Lease Scheduled Rent directly to the Holding Account at all times during the term of the Mortgage Loan Documents and Mezzanine Borrower shall cause Mortgage Borrower to deposit all such sums in such Holding Account; and (ii) Mezzanine Borrower shall cause Mortgage Borrower to comply with, and use commercially reasonable efforts to enforce Mortgage Lender’s compliance with, all of the terms and conditions of Section 3.1 of the Loan Agreement (Mortgage), Mortgage Borrower has directed thatincluding, after Mortgage Lender receives notice without limitation: (1) the timely funding of a Default hereunder (and provided no Event of Default exists all Sub-Accounts under the Mortgage Loan, including any Sub-Account deficiencies in accordance with Section 3.1.6(c) of the Loan Agreement (Mortgage); (2) the distribution of funds to Mezzanine Lender in accordance with the “Third Mezzanine Lender Monthly Debt Service Notice” as described in the Loan Agreement (Mortgage); and (3) the timely payment of Impositions and Other Charges, insurance premiums, Ground Rent, Debt Service in respect of the Mortgage Loan, Debt Service (Third Mezzanine), all Excess Cash Flow is to be deposited into and debt service in respect of the Junior Mezzanine Account;Loans. (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any rightrepresents, title or interest in or warrants and covenants that (i) pursuant to any Excess Cash Flow from the Loan Agreement (Mortgage), provided no Mortgage Event of Default has occurred and after the time at which the is continuing, Mortgage Lender becomes obligated has agreed to make or direct the Cash Management Bank (Mortgage) to transfer all funds on deposit in the Third Mezzanine Debt Service Reserve Account under the Mortgage Loan Documents to transfer such Excess Cash Flow Agreement (Mortgage) to the Mezzanine Account, except any rights (iii) Mezzanine Borrower shall have pay or cause to allocations be paid all Receipts, Cash and Cash Equivalents or other items of such funds following operating income not covered by the disbursement to preceding subsection (a) within one Business Day after receipt thereof by Mezzanine Borrower or its Affiliates directly into the Mezzanine Account and, until so deposited, any such amounts held by Mezzanine Borrower or its Affiliates shall be deemed to be Account Collateral (Third Mezzanine) and shall be held in trust by it for the benefit, and as the property, of Mezzanine Lender and shall not be commingled with any Net Excess Cash Flow as provided in Section 3.1.5(a); other funds or property of Mezzanine Borrower or its Affiliates, (civ) There there are no accounts other than the Collateral Accounts and Collateral Accounts (Third Mezzanine) maintained by Mortgage Mezzanine Borrower or any other Person with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collection Account and (as defined in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the Mezzanine Account in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c); (d) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Loan Document (Mezzanine); and (ev) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, Borrower nor any of their Affiliates other Person shall open any other operating accounts with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collateral Accounts (Third Mezzanine).

Mezzanine Borrower’s Account Representations, Warranties and Covenants. Mezzanine Borrower represents, warrants and covenants that: (a) Pursuant to the Loan Documents Agreement (Mortgage), Mortgage Borrower has directed that, after Mortgage Lender receives notice of a Default hereunder (and provided no Mortgage Event of Default exists under the Mortgage Loanexists), all Excess Cash Flow is to be deposited into the Intermediate Mezzanine Account; (b) Neither Mortgage Borrower nor Senior Mezzanine Borrower Borrower, Mezzanine Borrower, nor any other Person will have any right, title or interest in or to any Excess Cash Flow from and after the time at which the Mortgage Senior Mezzanine Lender becomes obligated under the Mortgage Senior Mezzanine Loan Documents Agreement to transfer such Excess Cash Flow to the Intermediate Mezzanine Account, except any rights Mezzanine Borrower shall have to allocations of such funds following the disbursement to Mezzanine Borrower of any Net Excess Cash Flow as provided in Section 3.1.5(a3.1.6(a); (c) There are no accounts other than the Collateral Accounts and Collateral Accounts (Intermediate Mezzanine) maintained by Mortgage Borrower, Mezzanine Borrower or any other Person with respect to the collection of rents, revenues, proceeds or other income from the Property or for the collection of Receipts, except for the Collection Account (as defined in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the Mezzanine Account and any accounts held by Mezzanine Borrower in which they are it is permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c3.1.6(c); (d) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Loan Document (Intermediate Mezzanine); and (e) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, nor any of their Affiliates shall open any other operating accounts with respect to the collection of rents, revenues, proceeds or other income from the Property or for the collection of Receipts.

Mezzanine Borrower’s Account Representations, Warranties and Covenants. (a) Mezzanine Borrower represents, warrants and covenants that: : (ai) Pursuant as of the Closing Date, Mortgage Borrower irrevocably directed the Master Lessee pursuant to a letter substantially in the form of the Master Lease Rent Payment Direction Letter to make all payments of Master Lease Scheduled Rent directly to the Holding Account at all times during the term of the Mortgage Loan Documents and Mezzanine Borrower shall cause Mortgage Borrower to deposit all such sums in such Holding Account; and (ii) Mezzanine Borrower shall cause Mortgage Borrower to comply with, and use commercially reasonable efforts to enforce Mortgage Lender’s compliance with, all of the terms and conditions of Section 3.1 of the Loan Agreement (Mortgage), Mortgage Borrower has directed thatincluding, after Mortgage Lender receives notice without limitation: (1) the timely funding of a Default hereunder (and provided no Event of Default exists all Sub-Accounts under the Mortgage Loan, including any Sub-Account deficiencies in accordance with Section 3.1.6(c) of the Loan Agreement (Mortgage); (2) the distribution of funds to Mezzanine Lender in accordance with the “First Mezzanine Lender Monthly Debt Service Notice” as described in the Loan Agreement (Mortgage); and (3) the timely payment of Impositions and Other Charges, insurance premiums, Ground Rent, Debt Service in respect of the Mortgage Loan, Debt Service (First Mezzanine), all Excess Cash Flow is to be deposited into and debt service in respect of the Junior Mezzanine Account;Loans. (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any rightrepresents, title or interest in or warrants and covenants that (i) pursuant to any Excess Cash Flow from the Loan Agreement (Mortgage), provided no Mortgage Event of Default has occurred and after the time at which the is continuing, Mortgage Lender becomes obligated has agreed to make or direct the Cash Management Bank (Mortgage) to transfer all funds on deposit in the First Mezzanine Debt Service Reserve Account under the Mortgage Loan Documents to transfer such Excess Cash Flow Agreement (Mortgage) to the Mezzanine Account, except any rights which transfer constitutes a distribution from Mortgage Borrower to Mezzanine Borrower, (ii) Mezzanine Borrower shall have pay or cause to allocations be paid all Receipts, Cash and Cash Equivalents or other items of such funds following operating income not covered by the disbursement to preceding subsection (a) within one Business Day after receipt thereof by Mezzanine Borrower or its Affiliates directly into the Mezzanine Account and, until so deposited, any such amounts held by Mezzanine Borrower or its Affiliates shall be deemed to be Account Collateral (First Mezzanine) and shall be held in trust by it for the benefit, and as the property, of Mezzanine Lender and shall not be commingled with any Net Excess Cash Flow as provided in Section 3.1.5(a); other funds or property of Mezzanine Borrower or its Affiliates, (ciii) There there are no accounts other than the Collateral Accounts and Collateral Accounts (First Mezzanine) maintained by Mortgage Mezzanine Borrower or any other Person with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collection Account (as defined in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the Mezzanine Account in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c); (d) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Loan Document (Mezzanine); and (eiv) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, Borrower nor any of their Affiliates other Person shall open any other operating accounts with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collateral Accounts (First Mezzanine), and (v) it will cause the Mortgage Borrower to cause Master Lessee to deposit all amounts payable by Master Lessee to Mortgage Borrower pursuant to the Master Lease directly into the Holding Account.

Mezzanine Borrower’s Account Representations, Warranties and Covenants. (a) Mezzanine Borrower represents, warrants and covenants that: : (ai) Pursuant as of the date hereof, Mortgage Borrower has irrevocably directed the Master Lessee pursuant to a letter substantially in the form of the Master Lease Rent Payment Direction Letter to make all payments of Master Lease Scheduled Rent directly to the Holding Account at all times during the term of the Mortgage Loan Documents and Mezzanine Borrower shall cause Mortgage Borrower to deposit all such sums in such Holding Account; and (ii) Mezzanine Borrower shall cause Mortgage Borrower to comply with, and use commercially reasonable efforts to enforce Mortgage Lender’s compliance with, all of the terms and conditions of Section 3.1 of the Loan Agreement (Mortgage), Mortgage Borrower has directed thatincluding, after Mortgage Lender receives notice without limitation: (1) the timely funding of a Default hereunder (and provided no Event of Default exists all Sub-Accounts under the Mortgage Loan, including any Sub-Account deficiencies in accordance with Section 3.1.6(c) of the Loan Agreement (Mortgage); (2) the distribution of funds to Mezzanine Lender in accordance with the “First Mezzanine Lender Monthly Debt Service Notice” as described in the Loan Agreement (Mortgage); and (3) the timely payment of Impositions and Other Charges, insurance premiums, Ground Rent, Debt Service in respect of the Mortgage Loan, Debt Service (First Mezzanine), all Excess Cash Flow is to be deposited into and debt service in respect of the Junior Mezzanine Account;Loans. (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any rightrepresents, title or interest in or warrants and covenants that (i) pursuant to any Excess Cash Flow from the Loan Agreement (Mortgage), provided no Mortgage Event of Default has occurred and after the time at which the is continuing, Mortgage Lender becomes obligated has agreed to make or direct the Cash Management Bank (Mortgage) to transfer all funds on deposit in the First Mezzanine Debt Service Reserve Account under the Mortgage Loan Documents to transfer such Excess Cash Flow Agreement (Mortgage) to the Mezzanine Account, except any rights (iii) Mezzanine Borrower shall have pay or cause to allocations be paid all Receipts, Cash and Cash Equivalents or other items of such funds following operating income not covered by the disbursement to preceding subsection (a) within one Business Day after receipt thereof by Mezzanine Borrower or its Affiliates directly into the Mezzanine Account and, until so deposited, any such amounts held by Mezzanine Borrower or its Affiliates shall be deemed to be Account Collateral (First Mezzanine) and shall be held in trust by it for the benefit, and as the property, of Mezzanine Lender and shall not be commingled with any Net Excess Cash Flow as provided in Section 3.1.5(a); other funds or property of Mezzanine Borrower or its Affiliates, (civ) There there are no accounts other than the Collateral Accounts and Collateral Accounts (First Mezzanine) maintained by Mortgage Mezzanine Borrower or any other Person with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collection Account and (as defined in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the Mezzanine Account in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c); (d) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Loan Document (Mezzanine); and (ev) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, Borrower nor any of their Affiliates other Person shall open any other operating accounts with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collateral Accounts (First Mezzanine).

Mezzanine Borrower’s Account Representations, Warranties and Covenants. (a) Mezzanine Borrower represents, warrants and covenants that: : (ai) Pursuant as of the Closing Date, Mortgage Borrower irrevocably directed the Master Lessee pursuant to a letter substantially in the form of the Master Lease Rent Payment Direction Letter to make all payments of Master Lease Scheduled Rent directly to the Holding Account at all times during the term of the Mortgage Loan Documents and Mezzanine Borrower shall cause Mortgage Borrower to deposit all such sums in such Holding Account; and (ii) Mezzanine Borrower shall cause Mortgage Borrower to comply with, and use commercially reasonable efforts to enforce Mortgage Lender’s compliance with, all of the terms and conditions of Section 3.1 of the Loan Agreement (Mortgage), Mortgage Borrower has directed thatincluding, after Mortgage Lender receives notice without limitation: (1) the timely funding of a Default hereunder (and provided no Event of Default exists all Sub-Accounts under the Mortgage Loan, including any Sub-Account deficiencies in accordance with Section 3.1.6(c) of the Loan Agreement (Mortgage); (2) the distribution of funds to Mezzanine Lender in accordance with the “Third Mezzanine Lender Monthly Debt Service Notice” as described in the Loan Agreement (Mortgage); and (3) the timely payment of Impositions and Other Charges, insurance premiums, Ground Rent, Debt Service in respect of the Mortgage Loan, Debt Service (Third Mezzanine), all Excess Cash Flow is to be deposited into debt service in respect of the Senior Mezzanine Account;Loans, and debt service in respect of the Junior Mezzanine Loans. (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any rightrepresents, title or interest in or warrants and covenants that (i) pursuant to any Excess Cash Flow from the Loan Agreement (Mortgage), provided no Mortgage Event of Default has occurred and after the time at which the is continuing, Mortgage Lender becomes obligated has agreed to make or direct the Cash Management Bank (Mortgage) to transfer all funds on deposit in the Third Mezzanine Debt Service Reserve Account under the Mortgage Loan Documents to transfer such Excess Cash Flow Agreement (Mortgage) to the Mezzanine Account, except any rights which transfer constitutes a distribution from Mortgage Borrower to Mezzanine Borrower, (ii) Mezzanine Borrower shall have pay or cause to allocations be paid all Receipts, Cash and Cash Equivalents or other items of such funds following operating income not covered by the disbursement to preceding subsection (a) within one Business Day after receipt thereof by Mezzanine Borrower or its Affiliates directly into the Mezzanine Account and, until so deposited, any such amounts held by Mezzanine Borrower or its Affiliates shall be deemed to be Account Collateral (Third Mezzanine) and shall be held in trust by it for the benefit, and as the property, of Mezzanine Lender and shall not be commingled with any Net Excess Cash Flow as provided in Section 3.1.5(a); other funds or property of Mezzanine Borrower or its Affiliates, (ciii) There there are no accounts other than the Collateral Accounts and Collateral Accounts (Third Mezzanine) maintained by Mortgage Mezzanine Borrower or any other Person with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collection Account (as defined in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the Mezzanine Account in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c); (d) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Loan Document (Mezzanine); and (eiv) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, Borrower nor any of their Affiliates other Person shall open any other operating accounts with respect to the collection of rents, revenues, proceeds Collateral or other income from the Property or for the collection of Receipts, except for the Collateral Accounts (Third Mezzanine), and (v) it will cause the Mortgage Borrower to cause Master Lessee to deposit all amounts payable by Master Lessee to Mortgage Borrower pursuant to the Master Lease directly into the Holding Account.

Mezzanine Borrower’s Account Representations, Warranties and Covenants. Mezzanine Borrower represents, warrants and covenants that: (a) Pursuant to the Loan Documents (Mortgage)None of Mortgage Borrower, Mortgage Borrower has directed thatany Senior Mezzanine Borrower, after Mortgage Lender receives notice of a Default hereunder (and provided no Event of Default exists under the Mortgage Loan), all Excess Cash Flow is to be deposited into the Mezzanine Account; (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any right, title or interest in or to any Excess Cash Flow from and after the time at during any period with respect to which the Mortgage Lender becomes obligated under the Mortgage Loan Documents Agreement (Mortgage) to transfer such Excess Cash Flow to the Mezzanine Account, except any rights Mezzanine Borrower shall have to allocations of such funds following the disbursement to Mezzanine Borrower of any Net Excess Cash Flow as provided in Section 3.1.5(a3.1.6(d); (cb) There are no accounts other than the Collateral Accounts, Collateral Accounts (First Mezzanine), Collateral Accounts (Second Mezzanine), Collateral Accounts (Third Mezzanine) and Collateral Accounts (Fourth Mezzanine) maintained by Mortgage Borrower, Mezzanine Borrower or any other Person with respect to the collection of Mortgage Borrower’s, Mezzanine Borrower’s or any Senior Mezzanine Borrower’s rents, revenues, proceeds or other income from the Property or for the collection of Receipts, except for the Collection Account (as defined Mortgage Borrower’s or any Senior Mezzanine Borrower’s Receipts in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the respect of Mezzanine Account in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c)Borrower or any Senior Mezzanine Borrower; (dc) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Mezzanine Loan Document (Mezzanine)Document; and (ed) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, Borrower nor any of their Affiliates other Person shall open any other operating accounts with respect to the collection of rents, revenues, proceeds or other income from the Property or for the collection of ReceiptsReceipts in respect of Mortgage Borrower or any Senior Mezzanine Borrower, except as provided in the Loan Agreement (Mortgage).

Mezzanine Borrower’s Account Representations, Warranties and Covenants. Mezzanine Borrower represents, warrants and covenants that: (a) Pursuant to the Loan Documents (Mortgage)None of Mortgage Borrower, Mortgage Borrower has directed thatany Senior Mezzanine Borower, after Mortgage Lender receives notice of a Default hereunder (and provided no Event of Default exists under the Mortgage Loan), all Excess Cash Flow is to be deposited into the Mezzanine Account; (b) Neither Mortgage Borrower nor Mezzanine Borrower nor any other Person will have any right, title or interest in or to any Excess Cash Flow from and after the time at during any period with respect to which the Mortgage Lender becomes obligated under the Mortgage Loan Documents Agreement (Mortgage) to transfer such Excess Cash Flow to the Mezzanine Account, except any rights Mezzanine Borrower shall have to allocations of such funds following the disbursement to Mezzanine Borrower of any Net Excess Cash Flow as provided in Section 3.1.5(a3.1.6(d); (cb) There are no accounts other than the Collateral Accounts, Collateral Accounts (First Mezzanine), Collateral Accounts (Second Mezzanine), Collateral Accounts (Third Mezzanine) and Collateral Accounts (Fourth Mezzanine) maintained by Mortgage Borrower, Mezzanine Borrower or any other Person with respect to the collection of Mortgage Borrower’s, Mezzanine Borrower’s or any Senior Mezzanine Borrower’s rents, revenues, proceeds or other income from the Property or for the collection of Receipts, except for the Collection Account (as defined Mortgage Borrower’s or any Senior Mezzanine Borrower’s Receipts in the Loan Agreement (Mortgage)), the Holding Account (as defined in the Loan Agreement (Mortgage)) the Manager Accounts, and the respect of Mezzanine Account in which they are permitted to receive transfers of Net Excess Cash Flow as provided in Section 3.1.5(c)Borrower or any Senior Mezzanine Borrower; (dc) Mezzanine Borrower shall cause Mortgage Borrower to deposit or cause to be deposited all Distributions into the Mezzanine Account as required by the Pledge and this Agreement or any other Mezzanine Loan Document (Mezzanine)Document; and (ed) so long as the Loan shall be outstanding, neither Mortgage Borrower, Operating Lessee, Prime Lessee, Manager, Mezzanine Borrower, Borrower nor any of their Affiliates other Person shall open any other operating accounts with respect to the collection of rents, revenues, proceeds or other income from the Property or for the collection of ReceiptsReceipts in respect of Mortgage Borrower or any Senior Mezzanine Borrower, except as provided in the Loan Agreement (Mortgage).