Common use of Mezzanine Collection Account Clause in Contracts

Mezzanine Collection Account. (a) Lender or Servicer may establish and maintain, to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Lender (which may be exercised through Servicer). Lender (and its agents, including Servicer) shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. Borrower shall cause Senior Mezzanine Borrower to comply with Section 2.6.4 of the Senior Mezzanine Loan Agreements. (b) Borrower hereby grants to Lender a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses for establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at Borrower’s sole cost and expense. (c) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code. (d) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Collection Account shall be applied by Lender in such order and priority as Lender shall determine. (e) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve 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 Collection Account. (a) Lender or Servicer may establish and maintain, to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Lender (which may be exercised through Servicer). Lender (and its agents, including Servicer) shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. Borrower shall cause Senior Mezzanine Borrower to comply with Section 2.6.4 of the Senior Mezzanine Loan Agreements. (b) Borrower hereby grants to Lender a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses for establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at Borrower’s sole cost and expense. (c) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code. (d) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Collection Account shall be applied by Lender in such order and priority as Lender shall determine. (e) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve 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 Collection Account. (a) Lender or Servicer may establish and maintain, to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Lender (which may be exercised through Servicer). Lender (and its agents, including Servicer) shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. Borrower shall cause Senior Mezzanine Borrower to comply with Section 2.6.4 of the Senior Mezzanine Loan Agreements. (b) Borrower hereby grants to Lender a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses for establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at Borrower’s sole cost and expense. (c) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code. (d) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Collection Account shall be applied by Lender in such order and priority as Lender shall determine. (e) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve 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 Collection Account. (a) Lender or Servicer may establish and maintain, to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Lender (which may be exercised through Servicer). Lender (and its agents, including Servicer) shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. Borrower shall cause Senior Mezzanine Borrower to comply with Section 2.6.4 of the Senior Mezzanine Loan Agreements. (b) Borrower hereby grants to Lender a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will shall take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing and including filing UCC 1 Financing Statements financing statements and continuations thereof upon Lender’s request thereforthereof. Borrower shall not in any way alter or modify the Mezzanine Collection Account. All costs and expenses for establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at paid by Borrower. This Agreement, together with the Mezzanine Cash Management Agreement and other Loan Documents, creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of Delaware and New York) in the Mezzanine Collection Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. The Mezzanine Collection Account constitutes a “deposit account” within the meaning of the Uniform Commercial Code of the State of Delaware. (b) On the Closing Date Borrower shall cause Mortgage Borrower to enter into an irrevocable direction letter to Mortgage Lender, instructing Mortgage Lender to pay the Monthly Debt Service Payment Amount to Lender to be deposited into the Mezzanine Collection Account, to the extent funds are available for such purpose in the Mezzanine Loan Reserve Account (as defined in the Mortgage Loan Agreement) pursuant to Lender’s sole cost and expenseinstructions. (c) Neither Borrower nor Mortgage Borrower nor any other Person shall have any right, title or interest in or to any of the Monthly Debt Service Payment Amount from and after the time at which the Mortgage Lender becomes obligated under the Mortgage Loan Documents to transfer the Monthly Debt Service Payment Amount to Lender. No accounts shall be responsible for payment maintained by Mortgage Borrower, Borrower or any other Person with respect to the collection of any federalrents, state or local income revenues, proceeds or other tax applicable to income from the interest Property or income earned on for the collection of Rents, except for the Lockbox Account, the Mortgage Loan Mortgage Cash Management Account, and the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the CodeAccount. (d) Upon the occurrence and during the continuance of an Event of Default, all any funds on deposit in the Mezzanine Collection Account and all other funds received by Lender in respect of the Loan, shall be disbursed and applied by Lender in such order and priority such manner as Lender shall determineelect in its discretion. If Borrower shall at any time receive any Rents other than in accordance with this Agreement, Borrower shall hold all such payments in trust for Lender, shall not co-mingle such payments with other funds of Borrower, and shall immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in accordance with this Agreement. (e) Borrower hereby agrees for the benefit of itself and Mortgage Borrower that all payments actually received by Lender shall be deemed payments to Borrower by Mortgage Borrower. Lender shall apply any and all such payments actually received by Lender for application in accordance with this Agreement. (f) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve 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 Collection Account. (a) Lender or Servicer may establish and maintain, in order to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held in the name of Collateral Agent by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Lender Collateral Agent (which may be exercised through Servicer). Lender (Collateral Agent and its agents, including Servicer) Servicer shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. Borrower shall cause Senior Mezzanine Borrower to comply with Section 2.6.4 of the Senior Mezzanine Loan AgreementsAgreement. (b) Intentionally omitted. (c) Borrower hereby grants to Lender Collateral Agent (for the benefit of Lender) a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses for of establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at Borrower’s sole cost and expense. (cd) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code. (de) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Collection Account shall be applied by Lender or Servicer in such order and priority as Lender or Servicer shall determine. (ef) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve 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.