Common use of Cash Management Arrangements Clause in Contracts

Cash Management Arrangements. Each Borrower shall cause all Rents to be transmitted directly by Operating Lessee and any other Tenants of the Property owned by such Borrower into a trust account (each, a “Clearing Account” and collectively, the “Clearing Accounts”) established and maintained by such Borrower at a national bank selected by Borrowers and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement, and each Borrower shall cause all receipts payable with respect to the Property owned by such Borrower in accordance with any merchant’s or other credit card agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, to be transferred by wire transfer or the automated clearinghouse system directly into such Borrower’s Clearing Account. Without in any way limiting the foregoing, if any Borrower, Operating Lessee or any Manager receives any Gross Revenue from any Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee or any Manager, and (iii) such Borrower, Operating Lessee or such Manager, as the case may be, shall deposit such amounts in the applicable Clearing Account within three (3) Business Days of receipt. There will be a separate Clearing Account for each Property established by the Borrower owning such Property, all of which will be maintained at the same Clearing Bank. Funds deposited into the Clearing Accounts shall be swept by the Clearing Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts and may be ledger or book entry accounts and not actual accounts (such subaccounts are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and none of any Borrower, Operating Lessee or any Manager shall have any right of withdrawal therefrom. Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Each Borrower shall cause all Rents deliver irrevocable written instructions to be transmitted directly by Operating Lessee and any other Tenants each of the Property owned by such Borrower into a trust account credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (eachprovided that, a “Clearing Account” and collectivelyabsent manifest error, the “Clearing Accounts”) established and maintained customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such Borrower at a national company or bank, as the case may be), directing each such credit card company or credit card clearing bank selected by Borrowers and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement, and each Borrower shall cause to deliver all receipts payable to Borrower or to Manager on behalf of or for the account of Borrower, with respect to any the Property owned by such Borrower in accordance with any merchant’s or other credit card agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, Properties directly to be transferred by wire transfer or the automated clearinghouse system directly into such Borrower’s applicable Clearing Account. Without in any way limiting the foregoing, if any Borrower, Operating Lessee Borrower or any Manager receives any Gross Revenue from the Properties or any Propertyother amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee Borrower or any Manager, and (iii) such Borrower, Operating Lessee Borrower or such Manager, as the case may be, applicable shall deposit such amounts in the applicable Property Account on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) or waiver or other termination of such Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account within three on a weekly basis. Neither Borrower nor Managers, on behalf of Borrower, shall have any right to withdraw funds from the Property Accounts (3other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default exists and no Trigger Period exists, each Manager, on behalf of Borrower, shall have access to the applicable Clearing Account pursuant to the terms and conditions of the applicable Clearing Account Agreement and may cause funds on deposit therein to be transferred to the applicable Disbursement Account in order to make payments in accordance with their respective obligations under the Management Agreements, including without limitation, Operating Expenses, Emergency Expenses, Approved Capital Expenditures, Approved FF&E Expenses (to the extent that the FF&E Reserve Funds are insufficient to cover such Approved FF&E Expenses) and Approved PIP Expenses (to the extent that the Available FF&E Credit is insufficient or not applied (pursuant to Section 4.34(e)(ii)) to cover such Approved PIP Expenses) for the applicable Individual Properties (but excluding any Restricted Payments and any Incentive Management Fees) (collectively, “Manager’s Expenses”), with Operating Expenses not to exceed the sum of (a) the Monthly Operating Expenses Budgeted Amount for such month, plus (b) any Approved Operating Expenses in excess of the Monthly Operating Expenses Budgeted Amount up to and not to exceed ten percent (10%) of such Monthly Operating Expense Budgeted Amount. During each calendar month, so long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts during such calendar month in excess of Manager’s Expenses for such calendar month shall be swept on each Business Day by the Clearing Account Banks into the Deposit Account, and on the second (2nd) Business Days of receipt. There will Day prior to each Monthly Payment Date, all funds then remaining in the Clearing Accounts shall be a separate swept by the Clearing Account for each Property established by Banks into the Borrower owning such Property, all of which will be maintained at the same Clearing BankDeposit Account. Funds swept into the Deposit Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Each Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such time as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts accounts) (such subaccounts are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and none neither Borrower nor either Manager on behalf of any Borrower, Operating Lessee or any Manager Borrower shall have any right of withdrawal therefrom. Borrowers Borrower shall pay for all expenses of opening and maintaining all of the above accountsAccounts and all of the Borrower Accounts.

Cash Management Arrangements. Each Borrower (a) On or prior to the Effective Date, the Loan Parties shall cause all Rents to be transmitted directly by Operating Lessee and any other Tenants assist the Administrative Agent in (i) establishing, and, during the term of the Property owned by such Borrower into a trust account this Agreement, maintaining one or more lockboxes identified on Schedule 8.01 hereto (each, a “Clearing Account” and collectively, the “Clearing Accounts”"Lockboxes") established and maintained by with the financial institutions set forth on Schedule 8.01 hereto or such Borrower at a national bank other financial institutions selected by Borrowers the Loan Parties and reasonably approved by Lender acceptable to the Agents (each being referred to as a "Lockbox Bank"), and (ii) establishing, and during the “Clearing Bank”) as more fully described in the Clearing Account term of this Agreement, and maintaining an account (a "Collection Account" and, collectively, the "Collection Accounts") with each Borrower Lockbox Bank. The Loan Parties shall cause all receipts payable irrevocably instruct their Account Debtors, with respect to Accounts Receivable of the Property owned Loan Parties, to remit all payments to be made by such Borrower in accordance with any merchant’s checks or other credit card agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, drafts to the Lockboxes and to remit all payments to be transferred made by wire transfer or by Automated Clearing House, Inc. payment (including remittances on credit card sales) to a Collection Account, and shall instruct each Lockbox Bank to deposit all amounts received in its Lockbox to the automated clearinghouse system directly into Collection Account at such Borrower’s Clearing Account. Without in any way limiting Lockbox Bank on the foregoingday received or, if any Borrowersuch day is not a Business Day, Operating Lessee or any Manager receives any Gross Revenue on the next succeeding Business Day. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Loan Parties from any Propertyof their Account Debtors, then as proceeds from Accounts Receivable of the Loan Parties, or as proceeds of any other Collateral (i) such amounts which shall be deemed to be collateral include, for the Obligations and avoidance of doubt, prepaid amounts in respect of customer contracts), shall be held by the Loan Parties in trust for the benefit, Agents and as the property, of Lender, (ii) such amounts Lenders and upon receipt be deposited by the Loan Parties in original form and no later than the next Business Day after receipt thereof into a Collection Account. The Loan Parties shall not be commingled commingle such collections with any other the Loan Parties' own funds or property the funds of any Borrower, Operating Lessee of their Subsidiaries or Affiliates or with the proceeds of any Manager, and (iii) such Borrower, Operating Lessee or such Manager, as the case may be, shall deposit such amounts assets not included in the applicable Clearing Account within three (3) Business Days of receiptCollateral. There will be a separate Clearing Account for each Property established by the Borrower owning such Property, all of which will be maintained at the same Clearing Bank. Funds deposited into the Clearing Accounts shall be swept by the Clearing Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such All funds shall be swept on a daily basis into a single Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds received in the Deposit Collection Account shall be invested in Permitted Investmentssent by wire transfer or Automated Clearing House, as more particularly set forth in Inc. payment to the Cash Management Agreement. Lender may also establish subaccounts Administrative Agent's Account for application at the end of each Business Day to reduce the then principal balance of the Deposit Revolving Loans, conditional upon final payment to the Administrative Agent. Funds transferred to the Administrative Agent's Account which shall at all times be Eligible Accounts and may be ledger or book entry accounts and not actual accounts (such subaccounts are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and none of any Borrower, Operating Lessee or any Manager shall have any right of withdrawal therefrom. Borrowers shall pay for all expenses of opening and maintaining all in excess of the above accountsprincipal balance of the Revolving Loans shall (other than during the continuance of an Event of Default) be returned to the Borrowers by wire transfer on the following Business Day. No checks, drafts or other instruments received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such checks, drafts or instruments have actually been collected.

Cash Management Arrangements. Each Borrower or Operating Lessee, as applicable, shall cause all Rents deliver irrevocable written instructions to be transmitted directly by Operating Lessee and any other Tenants each of the Property owned by such Borrower into a trust account credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (eachprovided that, a “Clearing Account” and collectivelyabsent manifest error, the “Clearing Accounts”) established and maintained customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such Borrower at a national company or bank, as the case may be), directing each such credit card company or credit card clearing bank selected by Borrowers and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement, and each Borrower shall cause to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of Borrower or Operating Lessee, with respect to any the Property owned by such Borrower in accordance with any merchant’s or other credit card agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, Properties directly to be transferred by wire transfer or the automated clearinghouse system directly into such Borrower’s applicable Clearing Account. Without in any way limiting the foregoing, if any Borrower, Operating Lessee or any Manager receives any Gross Revenue from the Properties or any Propertyother amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee or any Manager, and (iii) such Borrower, Operating Lessee or such Manager, as the case may be, applicable shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account within three on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (3except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) Business Days or waiver or other termination of receiptsuch Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. There will Each Property Account shall be subject to a separate standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account for on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Property established Business Day or at such other frequency as Borrower shall elect by the Borrower owning Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such Propertytime as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all of which will be maintained at the same Clearing Bank. Funds funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts accounts) (such subaccounts are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and none of any Borrower, neither Borrower nor Operating Lessee or nor any Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrowers Borrower shall pay for all expenses of opening and maintaining all of the above accountsAccounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Account.

Cash Management Arrangements. Each Borrower or Operating Lessee, as applicable, shall cause all Rents deliver irrevocable written instructions to be transmitted directly by Operating Lessee and any other Tenants each of the Property owned by such Borrower into a trust account credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (eachprovided that, a “Clearing Account” and collectivelyabsent manifest error, the “Clearing Accounts”) established and maintained customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such Borrower at a national company or bank, as the case may be), directing each such credit card company or credit card clearing bank selected by Borrowers and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement, and each Borrower shall cause to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of Borrower or Operating Lessee, with respect to any the Property owned by such Borrower in accordance with any merchant’s or other credit card agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, Properties directly to be transferred by wire transfer or the automated clearinghouse system directly into such Borrower’s applicable Clearing Account. Without in any way limiting the foregoing, if any Borrower, Operating Lessee or any Manager receives any Gross Revenue from the Properties or any Propertyother amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee or any Manager, and (iii) such Borrower, Operating Lessee or such Manager, as the case may be, applicable shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account within three on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender or waiver or other termination of such Event of Default (3assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. Each Property Account shall be subject to a standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) Business Days of receipt. There will shall be a separate swept to the applicable Clearing Account for on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Property established Business Day or at such other frequency as Borrower shall elect by the Borrower owning Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such Propertytime as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all of which will be maintained at the same Clearing Bank. Funds funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts accounts) (such subaccounts are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and none of any Borrower, neither Borrower nor Operating Lessee or nor any Manager on behalf of Borrower or Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrowers Borrower shall pay for all expenses of opening and maintaining all of the above accountsAccounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Account.

Cash Management Arrangements. Each Borrower shall cause all Rents and other Gross Revenue to be (i) transmitted directly by Operating Lessee and any other Tenants of the Property owned by such Borrower into a separate trust account (each, a “Clearing Account” and collectively, the “Clearing Accounts”) established for each of the Davies Center Property, the Pan Am Property and the Waterfront Property and maintained by such Borrower Borrowers at a national bank an Eligible Institution selected by Borrowers and reasonably approved by Lender Agent (the “Clearing Bank”) as more fully described in the Clearing Account Agreement, and each Borrower shall cause all receipts payable with respect to the Property owned by such Borrower in accordance with any merchant’s or other credit card agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, to be transferred by wire transfer or the automated clearinghouse system directly into such Borrower’s Clearing Account. Without in any way limiting the foregoing, if any Borrower, Operating Lessee Manager or any Manager of their respective Affiliates receives any Rents or other Gross Revenue from any the Davies Center Property, the Pan Am Property or the Waterfront Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefitbenefit of, and as the propertyproperty of, Agent (for the benefit of LenderLenders), (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee Manager or any Managerof their respective Affiliates, and (iii) such each Borrower, Operating Lessee Manager or such Manager, as the case may be, Affiliate shall deposit such amounts in the applicable Clearing Account within three (3) Business Days of receipt. There will be a separate Clearing Account for each such Property established by within one (1) Business Day of receipt thereof. Subject to maintaining the Borrower owning such PropertyMinimum Balance (as defined in the Clearing Account Agreement), all of which will be maintained at the same Clearing Bank. Funds available funds deposited into the any Clearing Accounts Account shall be swept by the Clearing Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall may be invested in Permitted Investments as Agent shall determine in Agent’s discretion. All funds in the Deposit Account or any Account that are invested in a Permitted Investment are deemed to be held in such Deposit Account or any Account for all purposes of this Agreement and the other Loan Documents. The maturities of the Permitted Investments on deposit in the Deposit Account or any Account shall, to the extent such dates are ascertainable, be selected and coordinated to become due not later than the day before any disbursements from the Accounts must be made. All Permitted Investments shall be held in the name and be under the sole dominion and control of Agent. Neither Agent nor the Deposit Bank shall have any liability for any loss in investments of funds in the Deposit Account or any Account that are invested in Permitted Investments. Borrower shall include all such earnings and losses on the Deposit Account or any Account as income or losses, as more particularly set forth the case may be, of Borrower for federal and applicable state tax purposes. Notwithstanding the foregoing, Agent or its designee shall only be permitted to instruct the Deposit Bank to invest amounts held in the Cash Management AgreementDeposit Account in Permitted Investments if: (i) such Permitted Investments are regularly offered by Agent or Servicer for accounts similar in size, scope and type as the Deposit Account and (ii) such Permitted Investments are not prohibited by any Legal Requirements. Lender may Agent shall also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts accounts) (such subaccounts subaccounts, including the Required Repairs Account, the Tax Account, the Insurance Account, the Ground Rent Account, the Rollover Account, the Capital Expenditure Account, the Casualty and Condemnation Account and the Cash Collateral Account, and any and all bank accounts of Borrowers are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts (other than any account of Borrowers for the deposit of amounts available to Borrowers pursuant to Sections 6.10.1(xi)(A)(y) and 4.11.4 when no Cash Flow Sweep Period is continuing) will be under the sole control and dominion of LenderAgent, and none of any Borrower, Operating Lessee or any Manager no Borrower shall have any the right of withdrawal therefromfrom such Accounts under the sole control and dominion of Agent. Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Each Borrower or Operating Lessee, as applicable, shall cause all Rents deliver irrevocable written instructions to be transmitted directly by Operating Lessee and any other Tenants each of the Property owned by such Borrower into a trust account credit card companies or credit card clearing banks delivering receipts or Hotel Revenue from any of the Properties, in form and substance reasonably acceptable to Lender (eachprovided that, a “Clearing Account” and collectivelyabsent manifest error, the “Clearing Accounts”) established and maintained customary form required by any particular credit card company or credit card clearing bank shall be deemed acceptable to Lender with respect to such Borrower at a national company or bank, as the case may be), directing each such credit card company or credit card clearing bank selected by Borrowers and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement, and each Borrower shall cause to deliver all receipts payable to Borrower or Operating Lessee or to Manager on behalf of or for the account of Borrower or Operating Lessee, with respect to any the Property owned by such Borrower in accordance with any merchant’s or other credit card agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, Properties directly to be transferred by wire transfer or the automated clearinghouse system directly into such Borrower’s applicable Clearing Account. Without in any way limiting the foregoing, if any Borrower, Operating Lessee or any Manager receives any Gross Revenue from the Properties or any Propertyother amount which would be included in the Operating Income of the Properties, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee or any Manager, and (iii) such Borrower, Operating Lessee or such Manager, as the case may be, applicable shall deposit such amounts in the applicable Property Account or, at Borrower’s option, a Clearing Account within three on a daily basis. Following the occurrence and during the continuation of an Event of Default, Lender, at its option may, and Borrower or Operating Lessee shall at Lender’s direction, and in all events at Borrower’s expense, deliver the written instructions in the form attached hereto as Exhibit A to each tenant under any Lease at any of the Properties directing each such tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Following any cure of such Event of Default, which cure has been accepted by Lender (3except as to any timely and properly consummated Qualified Release Property Default as to which Lender’s acceptance is not required) Business Days or waiver or other termination of receiptsuch Event of Default (assuming that no other Event of Default then exists), Lender shall, at Borrower’s request and at Borrower’s expense, promptly revoke such written instructions and direct each such tenant to resume delivering all Rents payable under the Lease directly to the Borrower or Operating Lessee. There will Each Property Account shall be subject to a separate standing instruction from Borrower requiring that all funds on deposit therein (other than any Security Deposits or Advance Deposits that are being held in accordance with the terms of this Agreement, unless and until any such Security Deposits or Advance Deposits have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement) shall be swept to the applicable Clearing Account for on a weekly basis. Neither Borrower nor Operating Lessee nor Managers, on behalf of Borrower or Operating Lessee, shall have any right to withdraw funds from the Property Accounts (other than any Security Deposits or Advance Deposits that have been forfeited or applied in accordance with the terms of the applicable Lease or Advance Booking Agreement). So long as no Event of Default or Trigger Period then exists, funds deposited into the Clearing Accounts shall be swept on each Property established Business Day or at such other frequency as Borrower shall elect by the Borrower owning Clearing Account Banks into one or more accounts designated by Borrower. Each Property Account and Clearing Account shall be pledged to Lender as security for the Obligations. Upon the occurrence of an Event of Default or a Trigger Period and until such Propertytime as such Event of Default or Trigger Period, as applicable, shall be cured or no longer shall exist, neither Borrower, Operating Lessee, Manager nor any Persons claiming thereunder shall have any right to withdraw any funds from any Clearing Account and all of which will be maintained at the same Clearing Bank. Funds funds deposited into the Clearing Accounts shall be swept by the Clearing Account Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Manager shall have access to funds in the Disbursement Account to be applied in accordance with the Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. To the extent not already in existence, Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (subject to the terms of the Cash Management Agreement) (and may be ledger or book entry accounts and not actual accounts accounts) (such subaccounts are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and none of any Borrower, neither Borrower nor Operating Lessee nor either Manager on behalf of Borrower or any Manager Operating Lessee shall have any right of withdrawal therefrom; provided, the foregoing shall not restrict Manager’s access to the Borrower Accounts. Borrowers Borrower shall pay for all expenses of opening and maintaining all of the above accountsAccounts and all of the Borrower Accounts. The Property Accounts may, at Borrower’s option, be subaccounts of the Clearing Account.

Cash Management Arrangements. Each Borrower shall cause (a) all Rents to be transmitted directly by Operating Lessee and any other non-residential Tenants of the Property owned Property, (b) all payments made with respect to the Pledged Loans including, without limitation, Cash Flow (as defined in the Amenities Loan Agreement), Capital Event Proceeds (as defined in the Amenities Loan Agreement) and any prepayments of principal thereon and (c) all payments, dividends, distributions, proceeds received by such Borrower EOP-NYCCA on account of its ownership interest in Amenities Owner including, without limitation, proceeds received by EOP-NYCCA in connection with any Amenities Owner limited partner acquiring EOP-NYCCA’s general partner interest in Amenities Owner, into a trust account (each, a the “Clearing Account” and collectively, the “Clearing Accounts”) established and maintained by such Borrower at a national local bank selected by Borrowers Borrower and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the applicable Clearing Account Agreement. Lender approves JPMorgan Chase Bank, N.A., as the Clearing Bank so long as it remains an Eligible Institution and each confirms that as of the date of this Agreement JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, N.A. are Eligible Institutions. On the Closing Date, Borrower shall cause all receipts payable with respect to be delivered (i) a letter from EOP-NYCCA to the Property owned by such Borrower in accordance with Amenities Owner directing the Amenities Owner to deposit any merchant’s payments, distributions or other credit card agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, funds payable to be transferred by wire transfer or the automated clearinghouse system EOP-NYCCA directly into such Borrower’s the applicable Clearing Account and (ii) a letter from Loan Pledgor to Manager directing Manager to deposit any Cash Flow (as defined in the Amenities Loan Agreement), Capital Event Proceeds (as defined in the Amenities Loan Agreement) and all other amounts payable by or on behalf of the Amenities Owner to the Loan Pledgor directly into the applicable Clearing Account, each in form and substance reasonably acceptable to Lender. Without in any way limiting the foregoing, if any Borrower, Operating Lessee Borrower or any Manager receives receive any Gross Revenue from any PropertyRevenue, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee Borrower or any Manager, and (iii) such Borrower, Operating Lessee Borrower or such Manager, as the case may be, Manager shall deposit such amounts in the applicable Clearing Account within three one (31) Business Days Day of receipt. There will be a separate Clearing Account for each Property established by the Borrower owning such Property, all of which will be maintained at the same Clearing Bank. Funds deposited into the Clearing Accounts Account shall be swept by the Clearing Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts accounts) (such subaccounts are referred to herein as “Accounts”). Borrower shall, and shall cause Loan Pledgor to, apply any Cash Flow (as defined in the Amenities Loan Agreement) and Capital Event Proceeds (as defined in the Amenities Loan Agreement) in accordance with Section 2.8 of the Amenities Loan Agreement. The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and none of any Borrower, Operating Lessee or any Manager Borrower shall have any no right of withdrawal therefrom. Borrowers Borrower shall pay for all expenses of opening and maintaining all of the above accountsAccounts.

Cash Management Arrangements. Each Borrower shall cause all Rents to be transmitted directly by Operating Lessee and any other Tenants of the Property owned by such Borrower into a trust account (each, a “Clearing Account” and collectively, the “Clearing Accounts”) established and maintained by such Borrower at a national bank selected by Pool 2 Borrowers and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement, and each Borrower shall cause all receipts payable with respect to the Property owned by such Borrower in accordance with any merchant’s or other credit card agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, to be transferred by wire transfer or the automated clearinghouse system directly into such Borrower’s Clearing Account. Without in any way limiting the foregoing, if any Borrower, Operating Lessee or any Manager receives any Gross Revenue from any Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee or any Manager, and (iii) such Borrower, Operating Lessee or such Manager, as the case may be, shall deposit such amounts in the applicable Clearing Account within three (3) Business Days of receipt. There will be a separate Clearing Account for each Property established by the Borrower owning such Property, all of which will be maintained at the same Clearing Bank. Funds deposited into the Clearing Accounts shall be swept by the Clearing Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts and may be ledger or book entry accounts and not actual accounts (such subaccounts are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and none of any Borrower, Operating Lessee or any Manager shall have any right of withdrawal therefrom. Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Each Borrower shall establish or shall cause all Rents Master Tenant to be transmitted directly by Operating Lessee establish and any other Tenants of shall throughout the Property owned by such Borrower into Term use commercially reasonable efforts to cause Master Tenant to maintain a trust account (each, a the “Clearing Account” and collectively, the “Clearing Accounts”) established and maintained by such Borrower at a national local bank selected by Borrowers Borrower and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement, and each which Clearing Account shall be an Eligible Account. Borrower shall cause Master Tenant to direct Manager and shall throughout the Term Borrower shall use commercially reasonable efforts to cause Master Tenant to direct Manager to cause all Gross Revenue to be transmitted by (a) credit card clearing banks with which Master Tenant or Manager has entered into agreements for the clearance of credit card receipts (collectively, “Credit Card Banks”) and credit card companies with which Master Tenant or Manager has entered into merchants agreements (collectively, “Credit Card Companies”) and (b) any Tenants of the Property directly into the Clearing Account. Borrower shall transmit and shall cause Master Tenant and/or Manager to transmit all Rents (including Rents in the nature of sums payable by Credit Card Companies) and other Gross Revenue actually received by Borrower and/or Master Tenant and/or Manager into the Clearing Account within one (1) Business Day of receipt thereof. Without in any way limiting the foregoing, Borrower shall instruct or shall use commercially reasonable efforts to cause Master Tenant and/or Manager to instruct and shall continuously hereafter use commercially reasonable efforts to cause each of the Credit Card Banks and the Credit Card Companies to be instructed that all credit card receipts with respect to the Property owned (net of any expenses charged for such processing) cleared by such Borrower in accordance with any merchant’s Credit Card Banks or other credit card agreementsCredit Card Companies, whether entered into as applicable, shall be transferred by such BorrowerCredit Card Banks or Credit Card Companies, by Operating Lessee or by any Manageras applicable, to be transferred by wire transfer or the automated clearinghouse system ACH System to the Clearing Bank for deposit in the Clearing Account pursuant to an instruction letter in the form of Exhibit B hereto (a “Credit Card Bank Payment Direction Letter”) or Exhibit C hereto (a “Credit Card Company Payment Direction Letter”), as applicable, and shall notify and advise or use commercially reasonable efforts to cause Master Tenant and/or Manager to notify and advise each Tenant under each Lease (whether such Lease is presently effective or executed after the date hereof) to send directly into such Borrower’s to the Clearing AccountAccount all payments of Rent pursuant to an instruction letter in the form of Exhibit A attached hereto (a “Tenant Direction Letter”). Without in any way limiting the foregoing, if any Borrower, Operating Lessee Manager or any Manager receives Master Tenant receive any Gross Revenue from any the Property, then (ia) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefitbenefit of Lender (directly, and or as assignee of the security interest held by Borrower therein, as the property, of Lendercase may be), (iib) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee Manager or any ManagerMaster Tenant, and (iiic) such Borrower, Operating Lessee Manager or such ManagerMaster Tenant, as the case may beapplicable, shall deposit such amounts in the applicable Clearing Account within three one (31) Business Days Day of receipt. There will Notwithstanding the forgoing, Borrower shall not be a separate in default under this Section 6.1 if Master Tenant retains (and does not deposit into the Clearing Account) Gross Revenues in the form of cash, provided that (x) such cash is retained on site at the Property, (y) such cash is used solely in the normal day-to-day business operations of the hotel located at the Property and (z) the aggregate amount of cash retained and not deposited into the Clearing Account for each Property established by does not, immediately after the Borrower owning such Propertyrequired deposit is made, all of which will be maintained at exceed $2,000. Subject to any minimum balance requirements in the same Clearing Bank. Account Agreement, the Funds deposited into the Clearing Accounts Account shall be swept by the Clearing Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single an Eligible Account at the Deposit Cash Management Bank controlled by Lender (the “Deposit Cash Management Account”) by the Clearing Bank on each Business Day on which available and collected amounts in the Clearing Account exceed $5,000 and funds on deposit in the Cash Management Account shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Cash Management Account shall may be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. As an alternative to establishing each Account required pursuant to the terms of this Agreement as a separate Eligible Account, Lender may also establish subaccounts of the Deposit Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts accounts) whereupon all provisions of this Agreement referring to (such subaccounts are referred i) any Account shall be deemed to herein as “Accounts”)apply instead to the corresponding subaccount and (ii) to the Accounts generally shall be deemed to apply instead to the Cash Management Account. The Clearing AccountsAccount, the Deposit Cash Management Account and all other Accounts will be under the sole control and dominion of Lender, and none of any Borrower, Operating Lessee or any Manager Borrower shall have any no right of withdrawal therefrom. Borrowers Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Each Borrower shall cause all Rents to be transmitted directly by Operating Lessee and any other Tenants of the Property owned by such Borrower into a trust account (each, a “Clearing Account” and collectively, the “Clearing Accounts”) established and maintained by such Borrower at a national bank selected by Pool 1 Borrowers and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement, and each Borrower shall cause all receipts payable with respect to the Property owned by such Borrower in accordance with any merchant’s or other credit card agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, to be transferred by wire transfer or the automated clearinghouse system directly into such Borrower’s Clearing Account. Without in any way limiting the foregoing, if any Borrower, Operating Lessee or any Manager receives any Gross Revenue from any Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee or any Manager, and (iii) such Borrower, Operating Lessee or such Manager, as the case may be, shall deposit such amounts in the applicable Clearing Account within three (3) Business Days of receipt. There will be a separate Clearing Account for each Property established by the Borrower owning such Property, all of which will be maintained at the same Clearing Bank. Funds deposited into the Clearing Accounts shall be swept by the Clearing Bank on the last Business Day of each week into operating accounts established and maintained by Operating Lessee with respect to the Properties at the Clearing Bank, unless a Sweep Event has occurred, in which event such funds shall be swept on a daily basis into a single Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts and may be ledger or book entry accounts and not actual accounts (such subaccounts are referred to herein as “Accounts”). The Clearing Accounts, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and none of any Borrower, Operating Lessee or any Manager shall have any right of withdrawal therefrom. Borrowers shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Each Once the Clearing Accounts are established pursuant to the Post Closing Letter, Borrower and Manager shall cause deposit all Rents to be transmitted and other Gross Revenue collected by Borrower, Manager or their Affiliates directly by Operating Lessee and any other Tenants of into the Property owned by such Borrower into a appropriate trust account (each, a “Clearing Account” and collectively, the “Clearing Accounts”) established and maintained by such Borrower at a national local bank selected by Borrowers Borrower and reasonably approved by Lender and Manager (the “Clearing Bank”) as more fully described in the Clearing Account Agreement, and each Borrower shall cause all receipts payable with respect to the Property owned by such Borrower in accordance with any merchant’s or other credit card agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, to be transferred by wire transfer or the automated clearinghouse system directly into such Borrower’s Clearing AccountAgreements. Without in any way limiting the foregoing, if Borrower or Manager receive any Borrower, Operating Lessee Rents or any Manager receives any other Gross Revenue from any either Property, then (ia) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (iib) before being deposited in the applicable Clearing Account, such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee Borrower or any Manager, and (iiic) such Borrower, Operating Lessee Borrower or such Manager, as the case may be, Manager shall deposit such amounts in the applicable appropriate Clearing Account within three two (32) Business Days of receipt. There will be a separate Clearing Account for each Property established by the Borrower owning such Property, all of which will be maintained at the same Clearing Bank. Funds deposited into the Clearing Accounts shall be swept by the Clearing Bank on a daily basis into the last Business Day of each week into appropriate Borrower’s operating accounts established and maintained by Operating Lessee with respect to the Properties account at the Clearing BankBank (subject to maintaining the Retained Balance in the Clearing Accounts), unless a Sweep Event Cash Management Period has occurredoccurred and is continuing, in which event such funds shall be swept on a daily basis into a single an Eligible Account at the Deposit Cash Management Bank controlled by Lender (the “Deposit Cash Management Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Cash Management Account shall may be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. As an alternative to establishing each Account required pursuant to the terms of this Agreement as a separate Eligible Account, Lender may also establish subaccounts of the Deposit Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts accounts) whereupon all provisions of this Agreement referring to (such subaccounts are referred i) any Account shall be deemed to herein as “Accounts”)apply instead to the corresponding subaccount and (ii) to the Accounts generally shall be deemed to apply instead to the Cash Management Account. The Clearing Accounts, the Deposit Cash Management Account and all other Accounts will be under the sole control and dominion of Lender, and none of any Borrower, Operating Lessee or any Manager Borrower shall have any no right of withdrawal therefrom. Borrowers Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Cash Management Arrangements. Each Borrower All Rents shall cause all Rents to be transmitted directly by Operating Lessee and any other Tenants tenants of each Property into one or more accounts (the Property owned "Clearing Accounts") maintained by such Borrower but controlled by Lender at one or more local banks selected by Borrower (the "Clearing Banks"). All Rents received by Borrower or Manager shall be deposited into a trust account (each, a “Clearing Account” and collectively, the “Clearing Accounts”) established and maintained by such Borrower at a national bank selected by Borrowers and reasonably approved by Lender (the “Clearing Bank”) as more fully described in the Clearing Account Agreement, and each Borrower shall cause all receipts payable with respect to the Property owned by such Borrower in accordance with any merchant’s or other credit card agreements, whether entered into by such Borrower, by Operating Lessee or by any Manager, to be transferred by wire transfer or the automated clearinghouse system directly into such Borrower’s Clearing Account. Without in any way limiting the foregoing, if any Borrower, Operating Lessee or any Manager receives any Gross Revenue from any Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of any Borrower, Operating Lessee or any Manager, and (iii) such Borrower, Operating Lessee or such Manager, as the case may be, shall deposit such amounts in the applicable Clearing Account within three (3) two Business Days of receipt. There will be a separate Clearing Account for each Property established by the Borrower owning such Property, all of which will be maintained at the same Clearing Bank. Funds deposited into the Clearing Accounts shall be swept by the Clearing Bank Banks on the last Business Day of each week a daily basis into Borrower's operating accounts established and maintained by Operating Lessee with respect to the Properties account at the a Clearing Bank, unless a Sweep Lockbox Event has shall have occurred, ; in which event event, until a Lockbox Termination, such funds shall be swept by the Clearing Banks on a daily basis into a single Eligible Account an account at the Deposit Bank controlled by Lender (the “a "Deposit Account”") and applied and disbursed in accordance with this Agreement and, pending such application and the Cash Management Agreement. Funds in the Deposit Account shall disbursement, will be invested in Permitted InvestmentsInvestments selected by Borrower, as with any earnings thereon accruing for the benefit of Borrower. Within 15 days after Lender's request following a Lockbox Event, Borrower shall enter into one or more particularly set forth in the Cash Management Agreement. deposit account agreements among Borrower, Lender may also establish subaccounts of and the Deposit Bank, in Lender's then current form, providing for the receipt and disbursement of Rents by the Deposit Bank in accordance herewith. The Deposit Account which and all subaccounts thereof shall at all times be Eligible Accounts and may be ledger or book entry accounts and not actual accounts (such subaccounts, and any other accounts or subaccounts at the Deposit Bank, other than the Deposit Account, are referred to herein as “Accounts”"Subaccounts"). The Clearing Accounts, A "Lockbox Event" shall mean (i) either (A) the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and none of any Borrower, Operating Lessee or any Manager shall have any right of withdrawal therefrom. Borrowers shall pay for all expenses of opening and maintaining all occurrence of the above accounts.Optional Prepayment Date or (B) the occurrence of either (x) an Event of Default, or (y) the