Common use of Mezzanine Cash Management Account Clause in Contracts

Mezzanine Cash Management Account. (a) During the term of the Loan, Borrowers shall establish and maintain a segregated Eligible Account (the “Mezzanine Cash Management Account”) to be held in trust for the benefit of Lender, which Mezzanine Cash Management Account shall be under the sole dominion and control of Lender. The Mezzanine Cash Management Account shall be entitled “Xxxxxxx Properties – Gas Tower Project – Mezzanine, for the benefit of Nomura Credit & Capital, Inc., its successors and assigns, as Lender, pursuant to Mezzanine Loan Agreement dated as of ______ ___ , 200 __ Mezzanine Cash Management Account”. Borrowers (i) hereby grant to Lender a first priority security interest in the Mezzanine Cash Management Account and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Cash Management Account, including, without limitation, executing and filing UCC 1 financing statements and continuations thereof. Borrowers will not in any way alter or modify the Mezzanine Cash Management Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Mezzanine Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Mezzanine Cash Management Account and all costs and expenses for establishing and maintaining the Mezzanine Cash Management Account shall be paid by Borrowers. (b) The insufficiency of funds on deposit in the Mezzanine Cash Management Account shall not relieve Borrowers from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Mezzanine Cash Management Account. (a) During the term of the Loan, Borrowers Lender or Servicer shall establish and maintain a segregated Eligible Account (the “Mezzanine Cash Management Account”) to be held by Servicer in trust and for the benefit of Lender, which Mezzanine Cash Management Account shall be under the sole dominion and control of Lender. The Mezzanine Cash Management Account shall be entitled “Xxxxxxx Properties – Gas Tower Project – Mezzanine, for the benefit of Nomura Credit & CapitalColumn Financial, Inc., its successors and assigns, as Lender, pursuant to Mezzanine Loan Agreement dated as of ______ ___ October 14, 200 __ 2005—Mezzanine Cash Management Account”. Borrowers (i) As additional security for Borrower’s payment and performance of the Obligations, Borrower hereby grant grants to Lender a first priority security interest in the Mezzanine Cash Management Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Cash Management Account, including, without limitation, executing and filing UCC 1 financing statements UCC-1 Financing Statements and continuations thereof. Borrowers Borrower will not in any way alter or modify the Mezzanine Cash Management Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Mezzanine Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Mezzanine Cash Management Account and all costs and expenses for establishing and maintaining the Mezzanine Cash Management Account shall be paid by BorrowersBorrower. (b) The insufficiency of All funds on deposit in the Mezzanine Cash Management Account shall not relieve Borrowers from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoeverapplied by Mezzanine Lender in accordance with Section 2.6.4 hereof.

Mezzanine Cash Management Account. (a) During the term of the Loan, Borrowers Borrower shall establish and maintain a segregated Eligible Account (the “Mezzanine Cash Management Account”) to be held in trust and for the benefit of Lender, which Mezzanine Cash Management Account shall be under the sole dominion and control of Lender. The Mezzanine Cash Management Account shall be entitled “Xxxxxxx Properties – Gas Tower Project – MP - Austin LP Mezzanine, LLC as Borrower for the benefit of Nomura Credit & Capital, Inc., its successors and assigns, as Lender, pursuant to Mezzanine Loan Agreement dated as of ______ ___ March 15, 200 __ 2005 - Mezzanine Cash Management Account”. Borrowers (i) Borrower hereby grant grants to Lender a first priority security interest in the Mezzanine Cash Management Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Cash Management Account, including, without limitation, executing and filing UCC 1 financing statements UCC-1 Financing Statements and continuations thereof. Borrowers Borrower will not in any way alter or modify the Mezzanine Cash Management Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Mezzanine Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Mezzanine Cash Management Account and all costs and expenses for establishing and maintaining the Mezzanine Cash Management Account shall be paid by BorrowersBorrower. (b) The insufficiency of funds on deposit in the Mezzanine Cash Management Account shall not relieve Borrowers Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Mezzanine Cash Management Account. (a) During the term of the LoanBorrower acknowledges and confirms that Borrower has established, Borrowers and Borrower covenants that it shall establish and maintain a segregated maintain, an Eligible Account bearing account number 000000000000 and held at Cash Management Bank (wiring instructions: US Bank, N.A., ABA # 000000000, Account Name: HH Mezz Borrower A-2 LLC pledged Cash Management Account, et al) (such account, the sub-accounts thereof, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are referred to herein as the “Mezzanine Cash Management Account”) to be held and disbursed in trust for accordance with this Agreement. Subject to Section 5.31, from and after the benefit date hereof, Borrower shall cause all distributions from Xxxxx Fargo Mortgage Loan Borrower and Maryland Owner to be, and shall cause Xxxxx Fargo Mortgage Loan Borrower and Maryland Owner to direct any funds due to Xxxxx Fargo Mortgage Loan Borrower and Maryland Owner from Xxxxx Fargo Mortgage Loan Lender and/or the applicable Manager to be, deposited in the Mezzanine Cash Management Account, either directly or from any cash management or similar account maintained under the applicable Xxxxx Fargo Mortgage Loan Documents, including from the applicable Mortgage Loan Cash Management Account or Additional Payments Reserve Account pursuant to the terms of LenderSection 10.2(b) and Section 9.10 of the Xxxxx Fargo Mortgage Loan Agreement. In addition, which and subject to Section 5.31, Borrower shall cause all distributions from any CIGNA Mortgage Loan Borrower to be, and shall cause CIGNA Mortgage Loan Borrower to direct any funds due to CIGNA Mortgage Loan Borrower from CIGNA Mortgage Lender and/or the applicable Manager to be delivered directly to the Mezzanine Cash Management Account shall be (to the extent not prohibited under the sole dominion and control of Lender. CIGNA Mortgage Loan Documents). (b) The Mezzanine Cash Management Account shall be entitled “Xxxxxxx Properties – Gas Tower Project – Mezzaninein the name of one or more Borrowers, as debtor, for the benefit of Nomura Credit & Capital, Inc., its successors and assignsLender, as Lendersecured party, pursuant provided that Borrower shall be the owner of all funds on deposit in such accounts for federal and applicable state and local tax purposes (except to Mezzanine Loan Agreement dated as of ______ ___ , 200 __ the extent Lender retains any interest earned on the Mezzanine Cash Management Account”. Borrowers Account for its own account following the occurrence and during the continuance of an Event of Default). (ic) hereby grant The Mezzanine Cash Management Account shall be subject to the exclusive dominion and control of Lender a first priority security interest and neither Borrower nor any other party claiming on behalf of, or through, Borrower shall have any right of withdrawal therefrom or any other right or power with respect thereto. (d) Borrower agrees to pay the customary fees and expenses of Lender incurred in connection with maintaining the Mezzanine Cash Management Account and all deposits at any successors thereto in connection therewith, as separately agreed by them from time contained therein to time. Borrower and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in Agent hereby acknowledge Lender’s control over the Mezzanine Cash Management Account, including, without limitation, executing . (e) Agent and filing UCC 1 financing statements and continuations thereof. Borrowers will not in any way alter or modify Lender shall be responsible for the Mezzanine Cash Management Account, will not further pledge, assign, encumber or grant a security interest in its interest in performance only of such duties with respect to the Mezzanine Cash Management Account as are specifically set forth herein, and will notify no duty shall be implied from any provision hereof. Neither Lender nor Agent shall be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof, or to advance any of the account number thereofits own monies. Borrower shall indemnify and hold Agent, Lender and Servicer shall have the sole right to make withdrawals their respective directors, employees, officers and agents harmless from and against any loss, cost or damage (including reasonable attorneys’ fees and disbursements) incurred by such parties in connection with the Mezzanine Cash Management Account and all costs and expenses for establishing and maintaining the Mezzanine Cash Management Account shall be paid by Borrowers. (b) The insufficiency of funds on deposit in the Mezzanine Cash Management Account shall not relieve Borrowers other than such as result from the obligation to make any paymentsgross negligence or willful misconduct of Agent or Lender, as and when due pursuant to respectively, or intentional nonperformance by Agent or Lender, respectively, of its obligations under this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoeverAgreement.

Mezzanine Cash Management Account. (a) During the term of the Loan, Borrowers Borrower shall establish and maintain a segregated Eligible Account (the “Mezzanine Cash Management Account”) to be held in trust and for the benefit of Lender, which Mezzanine Cash Management Account shall be under the sole dominion and control of Lender. The Mezzanine Cash Management Account shall be entitled “Xxxxxxx Properties – Gas Tower Project – MP - Wateridge Plaza Mezzanine, LLC as Borrower for the benefit of Nomura Credit & Capital, Inc., its successors and assigns, as Lender, pursuant to Mezzanine Loan Agreement dated as of ______ ___ March 15, 200 __ 2005 - Mezzanine Cash Management Account”. Borrowers (i) Borrower hereby grant grants to Lender a first priority security interest in the Mezzanine Cash Management Account and all deposits at any time contained therein and the proceeds thereof, thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Cash Management Account, including, without limitation, executing and filing UCC 1 financing statements UCC-1 Financing Statements and continuations thereof. Borrowers Borrower will not in any way alter or modify the Mezzanine Cash Management Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Mezzanine Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Mezzanine Cash Management Account and all costs and expenses for establishing and maintaining the Mezzanine Cash Management Account shall be paid by BorrowersBorrower. (b) The insufficiency of funds on deposit in the Mezzanine Cash Management Account shall not relieve Borrowers Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.