Common use of Rent Deposit Account Clause in Contracts

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account for the purpose of collecting Rents (the “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Rent Deposit Bank”). Borrower shall require each current and future Tenant to send all payments of Rent (whether by cash, check or electronic means) directly to the Rent Deposit Bank, payable to Borrower, for deposit into the Rent Deposit Account. On or prior to the Closing Date, the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly into the Rent Deposit Account. Without the consent of Lender, neither Borrower nor Manager shall direct or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If Borrower or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents into the Rent Deposit Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in the Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the Deposit Account Control Agreement or account terms for the Rent Deposit Account, not in excess of $100,000 in the aggregate. Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit 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 Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements and continuations thereof. The Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall have access to and may make withdrawals from and may direct the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account for the sole purpose of making Rent Refunds; provided, that, in no event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account during any calendar month exceed two and one-half percent (2.5)% of the total Rents actually deposited into the Rent Deposit Account during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding the Rent Deposit Account. All monies now or hereafter deposited into the Rent Deposit Account shall be deemed additional security for the Debt. (b) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account to the payment of the Debt in any order in its sole discretion. (c) The Rent Deposit Account shall not be commingled with other monies held by Borrower, Manager or Rent Deposit Bank. (d) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (e) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was established.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account for the purpose of collecting Rents (the “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Rent Deposit Bank”). Borrower shall require each current and future Tenant to send all payments of Rent (whether by cash, check or electronic means) directly to the Rent Deposit Bank, payable to Borrower, for deposit into the Rent Deposit Account. On or prior to the Closing Date, Borrower shall enter into the Lockbox Agreement with the Rent Deposit Bank, pursuant to which the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly into the Rent Deposit Account. Without the consent of Lender, neither Borrower nor Manager shall terminate, amend, revoke or modify the Lockbox Agreement in any manner whatsoever, or direct or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If Borrower or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents into the Rent Deposit Account within three (3) Business Days after receipt thereof by Borrower or Manager, which deposit shall be deemed satisfied if Borrower or Manager deliver such Rents to the lockbox maintained pursuant to the Lockbox Agreement. Borrower shall (or instruct Manager to) cause all funds on deposit in the Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the Deposit Account Control Agreement or account terms for the Rent Deposit Account, not in excess of $100,000 in the aggregate. Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit 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 Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements and continuations thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect. The Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall have access to and may make withdrawals from and may direct the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account for the sole purpose of making Rent Refunds; provided, that, in no event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account during any calendar month exceed two and one-half percent (2.5)% 2.5% of the total Rents actually deposited into the Rent Deposit Account during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding the Rent Deposit Account. All monies now or hereafter deposited into the Rent Deposit Account shall be deemed additional security for the Debt. (b) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account to the payment of the Debt in any order in its sole discretion. (c) The Rent Deposit Account shall not be commingled with other monies held by Borrower, Manager or Rent Deposit Bank. (d) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (e) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was established.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account one or more bank accounts for the purpose of collecting Rents (the each a “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Rent Deposit Bank”). Borrower shall require each current and future Tenant to send all payments of Rent (whether by cash, check or electronic means) directly to the Rent Deposit Bank, payable to Borrower, for deposit into the Rent Deposit Account. On or prior to the Closing Date, the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly into the Rent Deposit Account. Without the consent of Lender, neither Borrower nor Manager shall direct or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If Borrower or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents into the Rent Deposit Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in the Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the Deposit Account Control Agreement or account terms for the Rent Deposit Account, not in excess of $100,000 in the aggregate. Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit 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 Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements and continuations thereof. The Each Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall have access to and may make withdrawals from and may direct the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account Accounts for the sole purpose of making Rent Refunds; provided, that, in no event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account Accounts during any calendar month exceed two and one-half percent (2.5)% 2.5% of the total Rents actually deposited into the Rent Deposit Account Accounts during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding withhold deposits from the Rent Deposit Account. All monies now or hereafter deposited into the Rent Deposit Account shall be deemed additional security for the Debt. Subject to the foregoing, Borrower shall cause all Rents that are paid to or received by Borrower or Manager to be deposited into a Rent Deposit Account or the Cash Management Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in a Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion), provided, that prior to any acceleration of the Loan Borrower may cause Rent Deposit Bank to retain a reasonable amount of funds in the Rent Deposit Accounts with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the applicable Deposit Account Control Agreement or account terms for the Rent Deposit Accounts, not in excess of $100,000 in the aggregate. Borrower shall cause any Rents which are paid to Borrower or Manager via wire or other electronic means to be deposited directly into a Rent Deposit Account or the Cash Management Account. In addition, Borrower shall, and shall cause Manager to, deposit any other Collections (other than (x) Rents, (y) Insurance Proceeds and Condemnation Proceeds, which shall be deposited into the Casualty and Condemnation Subaccount pursuant to the terms hereof and (z) Net Transfer Proceeds and Cap Receipts, which shall be deposited into the Cash Management Account pursuant to the terms hereof) received by or on behalf of Borrower directly into a Rent Deposit Account within three (3) Business Days following receipt thereof. (b) Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit Accounts 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 Rent Deposit Accounts. All costs and expenses for establishing and maintaining the Rent Deposit Accounts shall be paid by Borrower. All monies now or hereafter deposited into the Rent Deposit Accounts shall be deemed additional security for the Debt. (c) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account Accounts to the payment of the Debt in any order in its sole discretion. (cd) The Rent Deposit Account Accounts shall not be commingled with other monies held by Borrower, Manager or Rent Deposit Bank. (de) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (ef) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account Accounts and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was Accounts were established.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account one or more bank accounts for the purpose of collecting Rents (the each a “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Rent Deposit Bank”). Each Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall require each current have access to and future Tenant to send all payments may make withdrawals from and may withhold the deposit of Rent (whether by cash, check or electronic means) directly to payments from the Rent Deposit BankAccounts for the sole purpose of making Rent Refunds or removing Not Borrower Funds (with the prior approval of the Borrower); provided, payable that, in no event shall the amount of Rent Refunds and Not Borrower Funds so withdrawn from or withheld from the Rent Deposit Accounts during any calendar month exceed two and one-half percent (2.5%) of the total Rents actually deposited into the Rent Deposit Accounts during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Accounts and neither Borrower nor Manager shall have the right of access to, withdraw from or withhold deposits from the Rent Deposit Accounts. Manager may (with the prior approval of the Borrower) direct the Rent Deposit Bank to Borrower, for directly transfer to the Security Deposit Account any security deposits indentified by the Manager that are on deposit into in the Rent Deposit Account. On All monies now or prior to the Closing Date, the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly hereafter deposited into the Rent Deposit AccountAccount shall be deemed additional security for the Debt. Without Subject to the consent of Lenderforegoing, neither Borrower nor Manager shall direct cause all Rents that are paid to or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If received by Borrower or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents be deposited into the a Rent Deposit Account or the Cash Management Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in the a Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Loan Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account Accounts with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the applicable Deposit Account Control Agreement or account terms for the Rent Deposit AccountAccounts, not in excess of $100,000 in the aggregate. Borrower shall cause any Rents which are paid to Borrower or Manager via wire or other electronic means to be deposited directly into a Rent Deposit Account or the Cash Management Account. In addition, Borrower shall, and shall cause Manager to, deposit any other Collections (other than (x) Rents, (y) Insurance Proceeds and Condemnation Proceeds, which shall be deposited into the Casualty and Condemnation Subaccount pursuant to the terms hereof and (z) Net Transfer Proceeds, which shall be deposited into the Cash Management Account pursuant to the terms hereof) received by or on behalf of Borrower directly into a Rent Deposit Account within three (3) Business Days following receipt thereof. (b) Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit Account Accounts 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 first-priority security interest in the Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements Accounts. All reasonable out-of-pocket costs and continuations thereof. The Rent Deposit Account shall be subject to a Deposit Account Control Agreement expenses for establishing and Borrower and Manager shall have access to and may make withdrawals from and may direct maintaining the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account for the sole purpose of making Rent Refunds; provided, that, in no event Accounts shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account during any calendar month exceed two and one-half percent (2.5)% of the total Rents actually deposited into the Rent Deposit Account during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding the Rent Deposit Accountbe paid by Borrower. All monies now or hereafter deposited into the Rent Deposit Account Accounts shall be deemed additional security for the Debt. (bc) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account Accounts to the payment of the Debt in any order in its sole discretion. (cd) The Except as provided in clause (a) with respect to Not Borrower Funds, the Rent Deposit Account Accounts shall not be commingled with other monies held by Borrower, Manager or Rent Deposit Bank. (de) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (ef) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and reasonable out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account Accounts and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was Accounts were established.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account one or more accounts for the purpose of collecting Rents (the each, a “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the a “Rent Deposit Bank”). Borrower shall require each current and future Tenant cause any Rents which are paid to send all payments of Rent (whether Borrower or the Manager by cash, check wire transfer or other electronic means) means to be deposited directly to the Rent Deposit Bank, payable to Borrower, for deposit into the a Rent Deposit Account. On or prior Subject to the Closing Dateforegoing, in the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly into the Rent Deposit Account. Without the consent of Lender, neither Borrower nor Manager shall direct or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If event Borrower or any Manager shall receive directly receives any Rents, then Borrower shall cause all Rents that are paid to or received by Borrower or the Manager after receipt and identification thereof by Borrower or the Manager (which identification shall cause Manager be made promptly by Borrower and the Manager) to deposit such Rents be deposited into the a Rent Deposit Account or the Cash Management Account within three two (32) Business Days after receipt thereof by Borrower or any Manager. Each Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and the Manager shall have access to and may make withdrawals from and withhold the deposit of Rent payments from any Rent Deposit Account for the sole purpose of making Rent Refunds; provided, that, in no event shall the aggregate amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Accounts during any calendar month exceed two and five-tenths percent (2.5%) of the total Rents actually deposited into the Rent Deposit Accounts during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Accounts and neither Borrower nor the Manager shall have the right of access to, withdraw from or to withhold deposits from any Rent Deposit Account. Borrower shall (or shall instruct Manager to) cause all funds on deposit in the any Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds in the each Rent Deposit Account with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the applicable Deposit Account Control Agreement or account terms for the Rent Deposit AccountAccounts, not in excess of $100,000 in the aggregateaggregate for all such Rent Deposit Banks and Rent Deposit Accounts. Borrower hereby grants to Lender the Administrative Agent on behalf of the Secured Parties a first-priority security interest in all of Borrower’s right, title and interest in and to the Rent Deposit Account Accounts and all deposits at any time contained therein and the proceeds thereof and will shall (and shall cause Borrower TRS to) take all actions necessary to maintain in favor of Lender the Administrative Agent a perfected first priority security interest in the Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements and continuations thereof. The Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall have access to and may make withdrawals from and may direct the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account for the sole purpose of making Rent Refunds; provided, that, in no event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account during any calendar month exceed two and one-half percent Accounts. (2.5)% of the total Rents actually deposited into the Rent Deposit Account during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding the Rent Deposit Account. b) All monies now or hereafter deposited into the Rent Deposit Account Accounts shall be deemed additional security for the Debt. (bc) During the continuance of an Event of Default, Lender mayAdministrative Agent may (or, at the direction of the Majority Lenders, shall), in addition to any and all other rights and remedies available to LenderAdministrative Agent, apply any sums then present in the Rent Deposit Account Accounts to the payment of the Debt in any order in its sole discretion. (cd) The Funds on deposit in the Rent Deposit Account Accounts shall not be commingled with other monies held by Borrower, the Manager or Rent Deposit Bank. (de) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account Accounts or the monies deposited therein or permit any lien or encumbrance to attach theretothereto (other than Permitted Liens described in clauses (iii), (iv) and (x) of the definition thereof), or any levy to be made thereon, or any UCC‑1 UCC-1 financing statements, except those naming Lender as the secured party, statements to be filed with respect thereto, except, in the case of Borrower, in favor of Administrative Agent on behalf of the Secured Parties. (ef) Borrower shall indemnify Lender Administrative Agent and hold Lender Administrative Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and out-of-pocket reasonable documented costs and expenses (including litigation costs and reasonable attorneys’ fees of external counsel and out-of-pocket expenses) arising from or in any way connected with the Rent Deposit Account Accounts and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lenderthe Administrative Agent) or the performance of the obligations for which the Rent Deposit Account was Accounts were established. (g) All costs and expenses for establishing and maintaining the Rent Deposit Accounts shall be paid by Borrower.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account one or more bank accounts for the purpose of collecting Rents (the each a “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Rent Deposit Bank”). Borrower shall require each current and future Tenant to send all payments of Rent (whether by cash, check or electronic means) directly to the Rent Deposit Bank, payable to Borrower, for deposit into the Rent Deposit Account. On or prior to the Closing Date, the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly into the Rent Deposit Account. Without the consent of Lender, neither Borrower nor Manager shall direct or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If Borrower or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents into the Rent Deposit Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in the Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the Deposit Account Control Agreement or account terms for the Rent Deposit Account, not in excess of $100,000 in the aggregate. Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit 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 Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements and continuations thereof. The Each Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall have access to and may make withdrawals from and may direct the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account Accounts for the sole purpose of making Rent Refunds; provided, that, in no event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account Accounts during any calendar month exceed two and one-half percent (2.5)% 2.5% of the total Rents actually deposited into the Rent Deposit Account Accounts during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding withhold deposits from the Rent Deposit Account. All monies now or hereafter deposited into the Rent Deposit Account shall be deemed additional security for the Debt. Subject to the foregoing, Borrower shall cause all Rents that are paid to or received by Borrower or Manager to be deposited into a Rent Deposit Account or the Cash Management Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in a Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion), provided, that prior to any acceleration of the Loan Borrower may cause Rent Deposit Bank to retain a reasonable amount of funds in the Rent Deposit Accounts with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the applicable Deposit Account Control Agreement or account terms for the Rent Deposit Accounts, not in excess of $100,000 in the aggregate. Borrower shall cause any Rents which are paid to Borrower or Manager via wire or other electronic means to be deposited directly into a Rent Deposit Account or the Cash Management Account. In addition, Borrower shall, and shall cause Manager to, deposit any other Collections (other than (x) Rents, (y) Insurance Proceeds and Condemnation Proceeds, which shall be deposited into the Casualty and Condemnation Subaccount pursuant to the terms hereof and (z) Net Transfer Proceeds and Cap Receipts, which shall be deposited into the Cash Management Account pursuant to the terms hereof) received by or on behalf of Borrower directly into a Rent Deposit Account within three (3) Business Days following receipt thereof. (b) Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit Accounts 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 Rent Deposit Accounts, including, without limitation, filing UCC 1 financing statements and continuations thereof. All costs and expenses for establishing and maintaining the Rent Deposit Accounts shall be paid by Borrower. All monies now or hereafter deposited into the Rent Deposit Accounts shall be deemed additional security for the Debt. (c) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account Accounts to the payment of the Debt in any order in its sole discretion. (cd) The Rent Deposit Account Accounts shall not be commingled with other monies held by Borrower, Manager or Rent Deposit Bank. (de) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 UCC 1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (ef) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account Accounts and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was Accounts were established.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account for the purpose of collecting Rents (the “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Rent Deposit Bank”). Borrower shall require each current and future Tenant to send all payments of Rent (whether by cash, check or electronic means) directly to the Rent Deposit Bank, payable to Borrower, Bank for deposit into the Rent Deposit Account. On or prior to the Closing Date, Borrower shall enter into the Lockbox Agreement with the Rent Deposit Bank, pursuant to which the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly into the Rent Deposit Account. Without the consent of Lender, neither Borrower nor Manager shall terminate, amend, revoke or modify the Lockbox Agreement in any manner whatsoever, or direct or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If Borrower or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents into the Rent Deposit Account within three (3) Business Days after receipt thereof by Borrower or Manager, which deposit shall be deemed satisfied if Borrower or Manager deliver such Rents to the lockbox maintained pursuant to the Lockbox Agreement. Borrower shall (or instruct Manager to) cause all funds on deposit in the Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); , provided, that prior to any acceleration of the Loan, Borrower may cause the Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account with respect to anticipated overdrafts, charge-charge backs and bank fees and any minimum balance required by the applicable Deposit Account Control Agreement or account terms for the Rent Deposit Account, not in excess of $100,000 in the aggregate. Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit 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 Rent Deposit Account, including, without limitation, filing UCC‑1 UCC-1 financing statements and continuations thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect. The Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall have access to and may make withdrawals from and may direct the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account for the sole purpose of making Rent Refunds; provided, that, in no event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account during any calendar month exceed two and one-half percent (2.5)% 2.5% of the total Rents actually deposited into the Rent Deposit Account during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding the Rent Deposit Account. All monies now or hereafter deposited into the Rent Deposit Account shall be deemed additional security for the Debt. (b) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account Accounts to the payment of the Debt in any order in its sole discretion. (c) The Rent Deposit Account Accounts shall not be commingled with other monies held by Borrower, Manager or Rent Deposit Bank. (d) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (e) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account Accounts and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was Accounts were established.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account for the purpose of collecting Rents (the “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Rent Deposit Bank”). Borrower shall require each current and future Tenant to send all payments of Rent (whether by cash, check or electronic means) directly to the Rent Deposit Bank, payable to Borrower, for deposit into the Rent Deposit Account. On or prior to the Closing Date, the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly into the Rent Deposit Account. Without the consent of Lender, neither Borrower nor Manager shall direct or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If Borrower or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents into the Rent Deposit Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in the Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the Deposit Account Control Agreement or account terms for the Rent Deposit Account, not in excess of $100,000 in the aggregate. Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit 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 Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements and continuations thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect. The Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall have access to and may make withdrawals from and may direct the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account for the sole purpose of making Rent Refunds; provided, that, in no event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account during any calendar month exceed two and one-half percent (2.5)% 2.5% of the total Rents actually deposited into the Rent Deposit Account during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding the Rent Deposit Account. All monies now or hereafter deposited into the Rent Deposit Account shall be deemed additional security for the Debt. (b) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account to the payment of the Debt in any order in its sole discretion. (c) The Rent Deposit Account shall not be commingled with other monies held by Borrower, Manager or Rent Deposit Bank. (d) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (e) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was established.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account one or more bank accounts for the purpose of collecting Rents (the each a “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Rent Deposit Bank”). Borrower shall require each current and future Tenant to send all payments of Rent (whether by cash, check or electronic means) directly to the Rent Deposit Bank, payable to Borrower, for deposit into the Rent Deposit Account. On or prior to the Closing Date, the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly into the Rent Deposit Account. Without the consent of Lender, neither Borrower nor Manager shall direct or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If Borrower or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents into the Rent Deposit Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in the Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the Deposit Account Control Agreement or account terms for the Rent Deposit Account, not in excess of $100,000 in the aggregate. Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit 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 Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements and continuations thereof. The Each Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall have access to and may make withdrawals from and may direct the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account Accounts for the sole purpose of making Rent Refunds; provided, that, in no event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account Accounts during any calendar month exceed two and one-half percent (2.5)% 2.5%) of the total Rents actually deposited into the Rent Deposit Account Accounts during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding withhold deposits from the Rent Deposit Account. All monies now or hereafter deposited into the Rent Deposit Account shall be deemed additional security for the Debt. (b) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account . Subject to the payment of the Debt in any order in its sole discretion. (c) The Rent Deposit Account shall not be commingled with other monies held by Borrowerforegoing, Manager or Rent Deposit Bank. (d) Borrower shall not further pledge, assign cause all Rents that are paid to or grant any security interest in the received by Borrower or Manager to be deposited into a Rent Deposit Account or the monies deposited therein Cash Management Account within three (3) Business Days after receipt thereof by Borrower or permit any lien Manager. Borrower shall (or encumbrance to attach thereto, or any levy instruct Manager to) cause all funds on deposit in a Rent Deposit Account to be made thereondeposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, or that prior to any UCC‑1 financing statements, except those naming Lender as acceleration of the secured party, Loan Borrower may cause Rent Deposit Bank to be filed with respect thereto. (e) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and out-of-pocket costs and expenses (including litigation costs and retain a reasonable attorneys’ fees and expenses) arising from or amount of funds in any way connected with the Rent Deposit Account and/or Accounts with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the related applicable Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations account terms for which the Rent Deposit Accounts, not in excess of $100,000 in the aggregate. Borrower shall cause any Rents which are paid to Borrower or Manager via wire or other electronic means to be deposited directly into a Rent Deposit Account was establishedor the Cash Management Account. In addition, Borrower shall, and shall cause Manager to, deposit any other Collections (other than (x) Rents, (y) Insurance Proceeds and Condemnation Proceeds, which shall be deposited into the Casualty and Condemnation Subaccount pursuant to the terms hereof and (z) Net Transfer Proceeds, which shall be deposited into the Cash Management Account pursuant to the terms hereof) received by or on behalf of Borrower directly into a Rent Deposit Account within three (3) Business Days following receipt thereof.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account one or more bank accounts for the purpose of collecting Rents (the each a “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Rent Deposit Bank”). Each Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall require each current have access to and future Tenant to send all payments may make withdrawals from and may withhold the deposit of Rent (whether by cash, check or electronic means) directly to payments from the Rent Deposit BankAccounts for the sole purpose of making Rent Refunds; provided, payable to Borrowerthat, for deposit in no event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Accounts during any calendar month exceed two and one-half percent (2.5%) of the total Rents actually deposited into the Rent Deposit Account. On or Accounts during the prior to calendar month; provided, further, that during the Closing Datecontinuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly into the Rent Deposit Account. Without the consent of Lender, Accounts and neither Borrower nor Manager shall direct have the right of access to, withdraw from or cause withhold deposits from the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit AccountAccounts. If Borrower All monies now or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents hereafter deposited into the Rent Deposit Account shall be deemed additional security for the Debt. Subject to the foregoing, Borrower shall cause all Rents that are paid to or received by Borrower or Manager to be deposited into a Rent Deposit Account or the Cash Management Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in the a Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Loan Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account Accounts with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the applicable Deposit Account Control Agreement or account terms for the Rent Deposit AccountAccounts, not in excess of $100,000 in the aggregate. Borrower shall cause any Rents which are paid to Borrower or Manager via wire or other electronic means to be deposited directly into a Rent Deposit Account or the Cash Management Account. In addition, Borrower shall, and shall cause Manager to, deposit any other Collections (other than (x) Rents, (y) Insurance Proceeds and Condemnation Proceeds, which shall be deposited into the Casualty and Condemnation Subaccount pursuant to the terms hereof and (z) Net Transfer Proceeds, which shall be deposited into the Cash Management Account pursuant to the terms hereof) received by or on behalf of Borrower directly into a Rent Deposit Account within three (3) Business Days following receipt thereof. (b) Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit Account Accounts 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 first-priority security interest in the Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements Accounts. All reasonable out-of-pocket costs and continuations thereof. The Rent Deposit Account shall be subject to a Deposit Account Control Agreement expenses for establishing and Borrower and Manager shall have access to and may make withdrawals from and may direct maintaining the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account for the sole purpose of making Rent Refunds; provided, that, in no event Accounts shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account during any calendar month exceed two and one-half percent (2.5)% of the total Rents actually deposited into the Rent Deposit Account during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding the Rent Deposit Accountbe paid by Borrower. All monies now or hereafter deposited into the Rent Deposit Account Accounts shall be deemed additional security for the Debt. (bc) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account Accounts to the payment of the Debt in any order in its sole discretion. (cd) The Rent Deposit Account Accounts shall not be commingled with other monies held by Borrower, Manager or Rent Deposit Bank. (de) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (ef) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and reasonable out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account Accounts and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was Accounts were established.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account one or more bank accounts for the purpose of collecting Rents (the each a “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Rent Deposit Bank”). Borrower shall require each current and future Tenant to send all payments of Rent (whether by cash, check or electronic means) directly to the Rent Deposit Bank, payable to Borrower, for deposit into the Rent Deposit Account. On or prior to the Closing Date, the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly into the Rent Deposit Account. Without the consent of Lender, neither Borrower nor Manager shall direct or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If Borrower or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents into the Rent Deposit Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in the Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the Deposit Account Control Agreement or account terms for the Rent Deposit Account, not in excess of $100,000 in the aggregate. Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit 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 Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements and continuations thereof. The Each Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall have access to and may make withdrawals from and may direct the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account Accounts for the sole purpose of making Rent Refunds; provided, that, in no event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account Accounts during any calendar month exceed two and one-half percent (2.5)% 2.5% of the total Rents actually deposited into the Rent Deposit Account Accounts during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding withhold deposits from the Rent Deposit Account. All monies now or hereafter deposited into the Rent Deposit Account shall be deemed additional security for the Debt. Subject to the foregoing, Borrower shall cause all Rents that are paid to or received by Borrower or Manager to be deposited into a Rent Deposit Account or the Cash Management Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in a Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion), provided, that prior to any acceleration of the Loan Borrower may cause Rent Deposit Bank to retain a reasonable amount of funds in the Rent Deposit Accounts with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the applicable Deposit Account Control Agreement or account terms for the Rent Deposit Accounts, not in excess of $100,000 in the aggregate. Borrower shall cause any Rents which are paid to Borrower or Manager via wire or other electronic means to be deposited directly into a Rent Deposit Account or the Cash Management Account. In addition, Borrower shall, and shall cause Manager to, deposit any other Collections (other than (x) Rents, (y) Insurance Proceeds and Condemnation Proceeds, which shall be deposited into the Casualty and Condemnation Subaccount pursuant to the terms hereof and (z) Net Transfer Proceeds and Cap Receipts, which shall be deposited into the Cash Management Account pursuant to the terms hereof) received by or on behalf of Borrower directly into a Rent Deposit Account within three (3) Business Days following receipt thereof. (b) Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit Accounts 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 Rent Deposit Accounts. All costs and expenses for establishing and maintaining the Rent Deposit Accounts shall be paid by Borrower. All monies now or hereafter deposited into the Rent Deposit Accounts shall be deemed additional security for the Debt. (c) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account Accounts to the payment of the Debt in any order in its sole discretion. (cd) The Rent Deposit Account Accounts shall not be commingled with other monies held by Borrower, Manager or Rent Deposit Bank. (de) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (ef) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account Accounts and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was Accounts were established.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account one or more accounts for the purpose of collecting Rents (the each, a “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the a “Rent Deposit Bank”). Borrower shall require each current cause any Rents which are paid to Borrower or Manager by wire transfer or other electronic means to be deposited directly into a Rent Deposit Account. Each Rent Deposit Account shall be subject to a Deposit Account Control Agreement and future Tenant Borrower and Manager shall have access to send all payments and may make withdrawals from and withhold the deposit of Rent (whether by cash, check or electronic means) directly to payments from the Rent Deposit BankAccounts for the sole purpose of making Rent Refunds; provided, payable to Borrowerthat, for deposit in no event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Accounts during any calendar month exceed 2.5% of the total Rents actually deposited into the Rent Deposit Account. On or Accounts during the prior to calendar month; provided, further, that during the Closing Datecontinuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly into the Rent Deposit Account. Without the consent of Lender, Accounts and neither Borrower nor Manager shall direct have the right of access to, withdraw from or cause to withhold deposits from the Rent Deposit Bank Accounts. Subject to deposit the foregoing, Borrower shall cause all Rents in any bank account other than the Rent Deposit Account. If that are received by Borrower or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents be deposited into the a Rent Deposit Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in the Rent Deposit Account Accounts to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); , provided, that prior to any acceleration of the Loan, Borrower may cause each Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account Accounts with respect to anticipated overdrafts, charge-charge backs and bank fees and any minimum balance required by the Deposit Account Control Agreement or account terms for the Rent Deposit AccountAccounts, not in excess of $100,000 in the aggregateaggregate for all such Rent Deposit Banks and Rent Deposit Accounts. Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit Account Accounts 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 Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements and continuations thereof. The Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall have access to and may make withdrawals from and may direct the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account for the sole purpose of making Rent Refunds; provided, that, in no event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account during any calendar month exceed two and one-half percent (2.5)% of the total Rents actually deposited into the Rent Deposit Account during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding the Rent Deposit AccountAccounts. All monies now or hereafter deposited into the Rent Deposit Account Accounts shall be deemed additional security for the Debt. (b) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account Accounts to the payment of the Debt in any order in its sole discretion. (c) The Rent Deposit Account Accounts shall not be commingled with other monies held by Borrower, Manager or the Rent Deposit BankBanks, including, without limitation, by linkage of any such Rent Deposit Account to any other deposit account at the Rent Deposit Bank maintaining such Rent Deposit Account by a controlled balance arrangement without prior written approval from Lender and entering into an amendment to the applicable Deposit Account Control Agreement if necessary or reasonably requested by Lender. (d) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (e) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account Accounts and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was Accounts were established. (f) All costs and expenses for establishing and maintaining the Rent Deposit Accounts shall be paid by Borrower.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account for the purpose of collecting Rents (the “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Rent Deposit Bank”). Borrower shall require each current and future Tenant to send all payments of Rent (whether by cash, check or electronic means) directly to the Rent Deposit Bank, payable to Borrower, for deposit into the Rent Deposit Account. On or prior to the Closing Date, the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly into the Rent Deposit Account. Without the consent of Lender, neither Borrower nor Manager shall direct or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If Borrower or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents into the Rent Deposit Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in the Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the Deposit Account Control Agreement or account terms for the Rent Deposit Account, not in excess of $100,000 in the aggregate. Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit 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 Rent Deposit Account, including, without limitation, filing UCC‑1 UCC-1 financing statements and continuations thereof. The Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall have access to and may make withdrawals from and may direct the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account for the sole purpose of making Rent Refunds; provided, that, in no event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account during any calendar month exceed two and one-half percent (2.5)% of the total Rents actually deposited into the Rent Deposit Account during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding the Rent Deposit Account. All monies now or hereafter deposited into the Rent Deposit Account shall be deemed additional security for the Debt. (b) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account to the payment of the Debt in any order in its sole discretion. (c) The Rent Deposit Account shall not be commingled with other monies held by Borrower, Manager or Rent Deposit Bank. (d) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (e) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was established.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account one or more bank accounts for the purpose of collecting Rents (the each a “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Rent Deposit Bank”). Each Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall require each current have access to and future Tenant to send all payments may make withdrawals from and may withhold the deposit of Rent (whether by cash, check or electronic means) directly to payments from the Rent Deposit BankAccounts for the sole purpose of making Rent Refunds or removing Not-Borrower Funds (with the prior approval of the Borrower); provided, payable that, in no event shall the amount of Rent Refunds and Not-Borrower Funds so withdrawn from or withheld from the Rent Deposit Accounts during any calendar month exceed two and one-half percent (2.5%) of the total Rents actually deposited into the Rent Deposit Accounts during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Accounts and neither Borrower nor Manager shall have the right of access to, withdraw from or withhold deposits from the Rent Deposit Accounts. Manager may (with the prior approval of the Borrower) direct the Rent Deposit Bank to Borrower, for directly transfer to the Security Deposit Account any security deposits identified by the Manager that are on deposit into in the Rent Deposit Account. On All monies now or prior to the Closing Date, the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly hereafter deposited into the Rent Deposit AccountAccount shall be deemed additional security for the Debt. Without Subject to the consent of Lenderforegoing, neither Borrower nor Manager shall direct cause all Rents that are paid to or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If received by Borrower or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents be deposited into the a Rent Deposit Account or the Cash Management Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in the a Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Loan Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account Accounts with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the applicable Deposit Account Control Agreement or account terms for the Rent Deposit AccountAccounts, not in excess of $100,000 in the aggregate. Borrower shall cause any Rents which are paid to Borrower or Manager via wire or other electronic means to be deposited directly into a Rent Deposit Account or the Cash Management Account. In addition, Borrower shall, and shall cause Manager to, deposit any other Collections (other than (x) Rents, (y) Insurance Proceeds and Condemnation Proceeds, which shall be deposited into the Casualty and Condemnation Subaccount pursuant to the terms hereof and (z) Net Transfer Proceeds, which shall be deposited into the Cash Management Account pursuant to the terms hereof) received by or on behalf of Borrower directly into a Rent Deposit Account within three (3) Business Days following receipt thereof. (b) Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit Account Accounts 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 first-priority security interest in the Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements Accounts. All reasonable out-of-pocket costs and continuations thereof. The Rent Deposit Account shall be subject to a Deposit Account Control Agreement expenses for establishing and Borrower and Manager shall have access to and may make withdrawals from and may direct maintaining the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account for the sole purpose of making Rent Refunds; provided, that, in no event Accounts shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account during any calendar month exceed two and one-half percent (2.5)% of the total Rents actually deposited into the Rent Deposit Account during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding the Rent Deposit Accountbe paid by Borrower. All monies now or hereafter deposited into the Rent Deposit Account Accounts shall be deemed additional security for the Debt. (bc) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account Accounts to the payment of the Debt in any order in its sole discretion. (cd) The Except as provided in clause (a) with respect to Not-Borrower Funds, the Rent Deposit Account Accounts shall not be commingled with other monies held by Borrower, Manager or Rent Deposit Bank. (de) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (ef) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and reasonable out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account Accounts and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was Accounts were established.

Rent Deposit Account. (a) During the Term, Borrower shall establish and at all times maintain an account for the purpose of collecting Rents (the one or more “Rent Deposit Account”) at Accounts,” each being an Eligible Institution selected by Borrower Account in Borrower’s name as to which Borrower, Lender and reasonably approved by Lender the depository bank (the “Rent Deposit Bank”)) shall have executed and delivered a Rent Deposit Account Control Agreement. Borrower shall require each current and future Tenant to send cause all electronic payments of Rent (whether by cash, check or electronic means) Rents to be remitted directly to the into a Rent Deposit Bank, payable to Borrower, for deposit into the Rent Deposit Account. On or prior to the Closing Date, the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly into the Rent Deposit Account. Without the consent of Lender, neither Borrower nor Manager shall direct or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If Borrower or Manager shall receive any Rents, then Borrower shall Account and shall cause Manager to deposit such all Rents into the Rent Deposit Account within three and other Collections (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in the Rent Deposit Account other than Transfer Proceeds, Insurance Proceeds and Awards, which are required to be deposited into the Cash Management Account every second (2ndpursuant hereto) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds be deposited in the Rent Deposit Account with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the Deposit Account Control Agreement end of the second Business Day following Borrower’s or account terms for Manager’s receipt thereof. Notwithstanding the foregoing, if Borrower receives from a Tenant a check or other payment in an amount that is less than the Tenant then owes, then Borrower may return the same to the Tenant (without first depositing the same into a Rent Deposit Account) solely in order to preserve its right of eviction, provided that in any month the aggregate of such returned amounts shall not in excess exceed two percent (2.0%) of $100,000 the Rents collected in the aggregateimmediately preceding month. Borrower hereby grants to Lender Funds deposited into a first-priority security interest in the Rent Deposit 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 Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements and continuations thereof. The Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall have access to and may make withdrawals from and may direct swept by the Rent Deposit Bank to withhold on a daily basis into Borrower’s operating account at the deposit of Rent payments from the Rent rent Deposit Account for the sole purpose of making Rent Refunds; providedBank, thatunless a Trigger Period is continuing, in no which event shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account during any calendar month exceed two and one-half percent (2.5)% of the total Rents actually deposited into the Rent Deposit Account during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the all Rent Deposit Account and Accounts, neither Borrower nor Manager shall have the any right of access to, withdraw from thereto or to give such direction regarding the Rent Deposit Account. All monies now or hereafter deposited into the Rent Deposit Account shall be deemed additional security for the Debt. (b) During the continuance of an Event of Default, Lender may, in addition to any withdraw funds therefrom and all other rights and remedies available to Lender, apply any sums then present funds on deposit in the Rent Deposit Accounts shall be swept on a daily basis into the Cash Management Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement; provided that Borrower may retain de minimis funds not to the payment of the Debt in any order in its sole discretion. exceed five thousand dollars (c$5,000) The per Rent Deposit Account on deposit in the Rent Deposit Accounts to the extent required to maintain a minimum balance or to pay fees of the applicable depository bank. Without in any way limiting the foregoing, all Rents and other Collections shall be collateral for the Obligations and shall be held by Borrower and Manager in trust for the benefit, and as the property, of Lender, and such amounts shall not be commingled with any other monies held by Borrower, Manager funds or property of Borrower or Manager. Except for security deposits that are deposited into a Rent Deposit Bank. (d) Account in accordance herewith, Borrower shall not further pledge, assign or grant deposit and shall not suffer to be deposited into any security interest in the Rent Deposit Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or funds of any levy to be made thereon, or any UCC‑1 financing statements, except those naming Lender as the secured party, to be filed with respect theretoPerson other than Borrower. (e) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was established.

Rent Deposit Account. (a) During the Term, Borrower shall establish and maintain an account one or more bank accounts for the purpose of collecting Rents (the each a “Rent Deposit Account”) at an Eligible Institution selected by Borrower and reasonably approved by Lender (the “Rent Deposit Bank”). Each Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and Manager shall require each current have access to and future Tenant to send all payments may make withdrawals from and may withhold the deposit of Rent (whether by cash, check or electronic means) directly to payments from the Rent Deposit BankAccounts for the sole purpose of making Rent Refunds or removing Not-Borrower Funds (with the prior approval of Borrower); provided, payable that, in no event shall the amount of Rent Refunds and Not-Borrower Funds so withdrawn from or withheld from the Rent Deposit Accounts during any calendar month exceed two and one-half percent (2.5%) of the total Rents actually deposited into the Rent Deposit Accounts during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Accounts and neither Borrower nor Manager shall have the right of access to, withdraw from or withhold deposits from the Rent Deposit Accounts. Manager may (with the prior approval of Borrower) direct the Rent Deposit Bank to Borrower, for directly transfer to the Security Deposit Account any security deposits identified by the Manager that are on deposit into in the Rent Deposit Account. On All monies now or prior to the Closing Date, the Rent Deposit Bank will be instructed by Borrower to deposit all Rents received with respect to the Properties directly hereafter deposited into the Rent Deposit AccountAccount shall be deemed additional security for the Debt. Without Subject to the consent of Lenderforegoing, neither Borrower nor Manager shall direct cause all Rents that are paid to or cause the Rent Deposit Bank to deposit Rents in any bank account other than the Rent Deposit Account. If received by Borrower or Manager shall receive any Rents, then Borrower shall and shall cause Manager to deposit such Rents be deposited into the a Rent Deposit Account or the Cash Management Account within three (3) Business Days after receipt thereof by Borrower or Manager. Borrower shall (or instruct Manager to) cause all funds on deposit in the a Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Loan Borrower may cause Rent Deposit Account Bank to retain a reasonable amount of funds in the Rent Deposit Account Accounts with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the applicable Deposit Account Control Agreement or account terms for the Rent Deposit AccountAccounts, not in excess of $100,000 in the aggregate. Borrower shall cause any Rents which are paid to Borrower or Manager via wire or other electronic means to be deposited directly into a Rent Deposit Account or the Cash Management Account. In addition, Borrower shall, and shall cause Manager to, deposit any other Collections (other than (x) Rents, (y) Insurance Proceeds and Condemnation Proceeds, which shall be deposited into the Casualty and Condemnation Subaccount pursuant to the terms hereof and (z) Net Transfer Proceeds, which shall be deposited into the Cash Management Account pursuant to the terms hereof) received by or on behalf of Borrower directly into a Rent Deposit Account within three (3) Business Days following receipt thereof. (b) Borrower hereby grants to Lender a first-priority security interest in the Rent Deposit Account Accounts 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 first-priority security interest in the Rent Deposit Account, including, without limitation, filing UCC‑1 financing statements Accounts. All reasonable out-of-pocket costs and continuations thereof. The Rent Deposit Account shall be subject to a Deposit Account Control Agreement expenses for establishing and Borrower and Manager shall have access to and may make withdrawals from and may direct maintaining the Rent Deposit Bank to withhold the deposit of Rent payments from the Rent Deposit Account for the sole purpose of making Rent Refunds; provided, that, in no event Accounts shall the amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Account during any calendar month exceed two and one-half percent (2.5)% of the total Rents actually deposited into the Rent Deposit Account during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Account and neither Borrower nor Manager shall have the right of access to, withdraw from or to give such direction regarding the Rent Deposit Accountbe paid by Borrower. All monies now or hereafter deposited into the Rent Deposit Account Accounts shall be deemed additional security for the Debt. (bc) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Rent Deposit Account Accounts to the payment of the Debt in any order in its sole discretion. (cd) The Except as provided in clause (a) with respect to Not-Borrower Funds, the Rent Deposit Account Accounts shall not be commingled with other monies held by Borrower, Manager or Rent Deposit Bank. (de) Borrower shall not further pledge, assign or grant any security interest in the Rent Deposit Account Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (ef) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and reasonable out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Rent Deposit Account Accounts and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Rent Deposit Account was Accounts were established.