Common use of Mezzanine Cash Management Account Clause in Contracts

Mezzanine Cash Management Account. Mezzanine Collection Account. (a) On or prior to the Closing Date, Borrowers shall establish and thereafter maintain with the Mezzanine Cash Management Bank an account for the collection of all income from each Mezzanine Property and any deposits from the Mortgage Cash Management Account with respect to the Mortgage Properties (the "Mezzanine Cash Management Account"). As a condition precedent to the closing of the Loan, Borrowers shall cause the Mezzanine Cash Management Bank to execute and deliver the Mezzanine Cash Management Agreement, which provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from the Mezzanine Cash Management Account. The fees and expenses of the Mezzanine Cash Management Bank shall be paid by Borrower. On or prior to the Closing Date, the Borrowers shall establish and thereafter maintain with the Mezzanine Collection Account Bank a lockbox account (the "Mezzanine Collection Account"). As a conditon precedent to the closing of the Loan, Borrowers shall cause the Mezzanine Collection Account Bank to execute and deliver the Mezzanine Collection Account Agreement, which provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from the Mezzanine Collection Account. The fees and expenses of the Mezzanine Collection Account Bank shall be paid by the Borrowers. (b) On the Closing Date, with respect to each Mezzanine Property, each Borrower shall deliver a written notice (a "Payor Notice") to each Third Party Payor that is under Medicare and Medicaid, which notice shall provide that (A) all payments from such Third Party Payor shall thereafter be transmitted directly by it to, and deposited directly into, the Mezzanine Collection Account and (B) such instruction may not be rescinded unless and until such Third Party Payor receives from a Borrower or Lender a copy of Lender's written consent to such rescission. Each Borrower shall send a copy of each such written notice to Lender and shall re-deliver such notices to each Third Party Payor until such time as such Third Party Payor complies therewith. Each Borrower covenants to cause all Rents relating to the Mezzanine Properties and all other money received by each Borrower or Manager with respect to the Mezzanine Properties, including, but not limited to, payments from all other Third Party Payors (excluding Medicare and Medicaid) ("Private Third Party Payors") and Self-Pay Receivables to be deposited in the Mezzanine Collection Account by the end of the first (1st) Business Day following any Borrower's or Manager's receipt thereof; and each Borrower shall be permitted to deposit in the Mezzanine Collection Account such additional amounts as any Borrower may

Mezzanine Cash Management Account. (a) Borrower acknowledges and confirms that Borrower has established, and Borrower covenants that it shall 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 Collection Cash Management Account”) to be held and disbursed in accordance with this Agreement. Subject to Section 5.31, from and after the 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 Section 10.2(b) and Section 9.10 of the Xxxxx Fargo Mortgage Loan Agreement. In addition, 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 (to the extent not prohibited under the CIGNA Mortgage Loan Documents). (b) The Mezzanine Cash Management Account shall be in the name of one or more Borrowers, as debtor, for the benefit of Lender, as secured party, 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 the extent Lender retains any interest earned on the Mezzanine Cash Management Account for its own account following the occurrence and during the continuance of an Event of Default). (c) The Mezzanine Cash Management Account shall be subject to the exclusive dominion and control of Lender 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 any successors thereto in connection therewith, as separately agreed by them from time to time. Borrower and Agent hereby acknowledge Lender’s control over the Mezzanine Cash Management Account. (ae) On or prior Agent and Lender shall be responsible for the performance only of such duties with respect to the Closing DateMezzanine Cash Management Account as are specifically set forth herein, Borrowers and no duty shall establish 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 its own monies. Borrower shall indemnify and thereafter maintain hold Agent, Lender and 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 Bank an account for the collection of all income from each Mezzanine Property and any deposits Account other than such as result from the Mortgage Cash Management Account with respect to the Mortgage Properties (the "Mezzanine Cash Management Account"). As a condition precedent to the closing gross negligence or willful misconduct of the LoanAgent or Lender, Borrowers shall cause the Mezzanine Cash Management Bank to execute and deliver the Mezzanine Cash Management respectively, or intentional nonperformance by Agent or Lender, respectively, of its obligations under this Agreement, which provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from the Mezzanine Cash Management Account. The fees and expenses of the Mezzanine Cash Management Bank shall be paid by Borrower. On or prior to the Closing Date, the Borrowers shall establish and thereafter maintain with the Mezzanine Collection Account Bank a lockbox account (the "Mezzanine Collection Account"). As a conditon precedent to the closing of the Loan, Borrowers shall cause the Mezzanine Collection Account Bank to execute and deliver the Mezzanine Collection Account Agreement, which provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from the Mezzanine Collection Account. The fees and expenses of the Mezzanine Collection Account Bank shall be paid by the Borrowers. (b) On the Closing Date, with respect to each Mezzanine Property, each Borrower shall deliver a written notice (a "Payor Notice") to each Third Party Payor that is under Medicare and Medicaid, which notice shall provide that (A) all payments from such Third Party Payor shall thereafter be transmitted directly by it to, and deposited directly into, the Mezzanine Collection Account and (B) such instruction may not be rescinded unless and until such Third Party Payor receives from a Borrower or Lender a copy of Lender's written consent to such rescission. Each Borrower shall send a copy of each such written notice to Lender and shall re-deliver such notices to each Third Party Payor until such time as such Third Party Payor complies therewith. Each Borrower covenants to cause all Rents relating to the Mezzanine Properties and all other money received by each Borrower or Manager with respect to the Mezzanine Properties, including, but not limited to, payments from all other Third Party Payors (excluding Medicare and Medicaid) ("Private Third Party Payors") and Self-Pay Receivables to be deposited in the Mezzanine Collection Account by the end of the first (1st) Business Day following any Borrower's or Manager's receipt thereof; and each Borrower shall be permitted to deposit in the Mezzanine Collection Account such additional amounts as any Borrower may

Mezzanine Cash Management Account. (a) Borrower acknowledges and confirms that Borrower has established, and Borrower covenants that it shall maintain, a separate Eligible Account bearing account number 151203678868 and held at Cash Management Bank (wiring instructions: US Bank, N.A., ABA # 000000000, Account Name: HH Swap A 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 Collection Cash Management Account”) to be held and disbursed in accordance with this Agreement. Subject to Section 5.31, from and after the 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 Mortgage Loan Documents, including, from the applicable Mortgage Loan Cash Management Account or Additional Payments Reserve Account pursuant to the terms of Section 10.2(b) and Section 9.10 of the Xxxxx Fargo Mortgage Loan Agreement. In addition, 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 (to the extent not prohibited under the CIGNA Mortgage Loan Documents). (b) The Mezzanine Cash Management Account shall be in the name of one or more Borrowers, as debtor, for the benefit of Lender, as secured party, 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 the extent Lender retains any interest earned on the Mezzanine Cash Management Account for its own account following the occurrence and during the continuance of an Event of Default). (a) On or prior The Mezzanine Cash Management Account shall be subject to the Closing Dateexclusive dominion and control of Lender and neither Borrower nor any other party claiming on behalf of, Borrowers or through, Borrower shall establish have any right of withdrawal therefrom or any other right or power with respect thereto. (b) Borrower agrees to pay the customary fees and thereafter maintain expenses of Lender incurred in connection with maintaining the Mezzanine Cash Management Account and any successors thereto in connection therewith, as separately agreed by them from time to time. Borrower and Agent hereby acknowledge Lender’s control over the Mezzanine Cash Management Account. (c) Agent and Lender shall be responsible for the performance only of such duties with respect to the Mezzanine Cash Management Account as are specifically set forth herein, and 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 its own monies. Borrower shall indemnify and hold Agent, Lender and 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 Bank an account for the collection of all income from each Mezzanine Property and any deposits Account other than such as result from the Mortgage Cash Management Account with respect to the Mortgage Properties (the "Mezzanine Cash Management Account"). As a condition precedent to the closing gross negligence or willful misconduct of the LoanAgent or Lender, Borrowers shall cause the Mezzanine Cash Management Bank to execute and deliver the Mezzanine Cash Management respectively, or intentional nonperformance by Agent or Lender, respectively, of its obligations under this Agreement, which provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from the Mezzanine Cash Management Account. The fees and expenses of the Mezzanine Cash Management Bank shall be paid by Borrower. On or prior to the Closing Date, the Borrowers shall establish and thereafter maintain with the Mezzanine Collection Account Bank a lockbox account (the "Mezzanine Collection Account"). As a conditon precedent to the closing of the Loan, Borrowers shall cause the Mezzanine Collection Account Bank to execute and deliver the Mezzanine Collection Account Agreement, which provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from the Mezzanine Collection Account. The fees and expenses of the Mezzanine Collection Account Bank shall be paid by the Borrowers. (b) On the Closing Date, with respect to each Mezzanine Property, each Borrower shall deliver a written notice (a "Payor Notice") to each Third Party Payor that is under Medicare and Medicaid, which notice shall provide that (A) all payments from such Third Party Payor shall thereafter be transmitted directly by it to, and deposited directly into, the Mezzanine Collection Account and (B) such instruction may not be rescinded unless and until such Third Party Payor receives from a Borrower or Lender a copy of Lender's written consent to such rescission. Each Borrower shall send a copy of each such written notice to Lender and shall re-deliver such notices to each Third Party Payor until such time as such Third Party Payor complies therewith. Each Borrower covenants to cause all Rents relating to the Mezzanine Properties and all other money received by each Borrower or Manager with respect to the Mezzanine Properties, including, but not limited to, payments from all other Third Party Payors (excluding Medicare and Medicaid) ("Private Third Party Payors") and Self-Pay Receivables to be deposited in the Mezzanine Collection Account by the end of the first (1st) Business Day following any Borrower's or Manager's receipt thereof; and each Borrower shall be permitted to deposit in the Mezzanine Collection Account such additional amounts as any Borrower may

Mezzanine Cash Management Account. Mezzanine Collection Account. (a) On or prior to the Closing DateBorrower acknowledges and confirms that Borrower has established, Borrowers and Borrower covenants that it shall establish maintain, a separate Eligible Account bearing account number 151203678918 and thereafter maintain with the Mezzanine held at Cash Management Bank an account for (wiring instructions: US Bank, N.A., ABA # 000000000, Account Name: HH Mezz Borrower A-3 LLC pledged Cash Management Account, et al) (such account, the collection of sub-accounts thereof, all income from each Mezzanine Property funds at any time on deposit therein and any deposits from proceeds, replacements or substitutions of such account or funds therein, are referred to herein as the Mortgage Cash Management Account with respect to the Mortgage Properties (the "“Mezzanine Cash Management Account")”) to be held and disbursed in accordance with this Agreement. As a condition precedent Subject to Section 5.31, from and after the closing of the Loandate hereof, Borrowers 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 Mezzanine Cash Management Bank applicable Manager to execute and deliver the Mezzanine Cash Management Agreementbe, which provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from deposited in the Mezzanine Cash Management Account, either directly or from any cash management or similar account maintained under the applicable Mortgage Loan Documents, including, from the applicable Mortgage Loan Cash Management Account or Additional Payments Reserve Account pursuant to the terms of Section 10.2(b) and Section 9.10 of the Xxxxx Fargo Mortgage Loan Agreement. The fees In addition, and expenses of 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 Loan Lender and/or the applicable Manager to be, delivered directly to the Mezzanine Cash Management Bank shall be paid by Borrower. On or prior Account (to the Closing Date, extent not prohibited under the Borrowers shall establish and thereafter maintain with the Mezzanine Collection Account Bank a lockbox account (the "Mezzanine Collection Account"CIGNA Mortgage Loan Documents). As a conditon precedent to the closing of the Loan, Borrowers shall cause the Mezzanine Collection Account Bank to execute and deliver the Mezzanine Collection Account Agreement, which provides, inter alia, that no party other than Lender and Servicer shall have the right to withdraw funds from the Mezzanine Collection Account. The fees and expenses of the Mezzanine Collection Account Bank shall be paid by the Borrowers. (b) On the Closing Date, with respect to each Mezzanine Property, each Borrower shall deliver a written notice (a "Payor Notice") to each Third Party Payor that is under Medicare and Medicaid, which notice shall provide that (A) all payments from such Third Party Payor shall thereafter be transmitted directly by it to, and deposited directly into, the Mezzanine Collection Account and (B) such instruction may not be rescinded unless and until such Third Party Payor receives from a Borrower or Lender a copy of Lender's written consent to such rescission. Each Borrower shall send a copy of each such written notice to Lender and shall re-deliver such notices to each Third Party Payor until such time as such Third Party Payor complies therewith. Each Borrower covenants to cause all Rents relating to the Mezzanine Properties and all other money received by each Borrower or Manager with respect to the Mezzanine Properties, including, but not limited to, payments from all other Third Party Payors (excluding Medicare and Medicaid) ("Private Third Party Payors") and Self-Pay Receivables to be deposited in the Mezzanine Collection Account by the end of the first (1st) Business Day following any Borrower's or Manager's receipt thereof; and each Borrower shall be permitted to deposit in the Mezzanine Collection Account such additional amounts as any Borrower may