Common use of Clearing Account Clause in Contracts

Clearing Account. (a) Upon the occurrence of a Cash Sweep Event, Borrower shall establish and maintain an Eligible Account (the “Clearing Account”) with Clearing Bank for the benefit of Lender, which Clearing Account shall be under the sole dominion and control of Lender. The Clearing Account shall be entitled in the name of Master Tenant for the benefit of Lender. Master Tenant shall grant to Borrower, as security for Master Tenant’s obligations under the Master Lease, a first-priority security interest in the Clearing Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Clearing Account, including, without limitation, authorizing the filing UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first-priority security interest in all of Borrower’s right, title and interest in and to the Clearing Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Clearing Account, including authorizing the filing of UCC-1 Financing Statements and continuations thereof. All costs and expenses for establishing and maintaining the Clearing Account shall be paid by Borrower or Master Tenant. All monies now or hereafter deposited into the Clearing Account shall be deemed additional security for Master Tenant’s obligations under the Master Lease, and, to the extent of Borrower’s interest therein, additional security for the Debt. All funds in the Clearing Account, less the reasonable fees of the Clearing Bank and any minimum balance required to be maintained therein, shall be wire transferred each Business Day (i) during the existence of a Cash Sweep Period, to the Cash Management Account and (ii) if a Cash Sweep Period does not then exist, to Master Tenant’s operating account specified pursuant to the Clearing Agreement. Upon the occurrence of a Cash Sweep Event, the Clearing Account Agreement and Clearing Account shall remain in effect until the Loan has been repaid or defeased in full.

Clearing Account. (ai) Upon the occurrence of a Cash Sweep Event, Borrower shall establish and maintain an a segregated Eligible Account (the “Clearing Account”) pursuant to the terms of the Clearing Account Agreement with the Clearing Bank Bank, which such Clearing Account shall be in trust for the benefit of Lender, which Clearing Account Lender and shall be under the sole dominion and control of Lender. The Clearing Account shall be entitled in the name of Master Tenant for the benefit of Lender. Master Tenant shall grant Borrower (i) hereby grants to Borrower, as security for Master Tenant’s obligations under the Master Lease, Lender a first-first priority security interest in the Clearing Account and all deposits at any time contained therein and the proceeds thereof thereof, and (ii) will take all actions necessary to maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Clearing Account, including, without limitation, authorizing the filing UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first-priority security interest in all of Borrower’s right, title and interest in and to the Clearing Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Clearing Account, including authorizing including, without limitation, the filing execution of any account control agreement required by Lender. Borrower shall not further pledge, assign or grant any security interest in the Clearing 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 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. Borrower will not in any way alter, modify or close the Clearing Account and continuations will notify Lender of the account number thereof. All Except as may be expressly permitted in the Clearing Account Agreement, Lender and Servicer shall have the sole right to make withdrawals from the Clearing Account and all costs and expenses for establishing and maintaining the Clearing Account shall be paid by Borrower or Master TenantBorrower. All monies now or hereafter deposited into the Clearing Account shall be deemed additional security for Master Tenant’s obligations under the Master Lease, and, to the extent of Borrower’s interest therein, additional security for the Debt. All funds Borrower shall indemnify Lender and Clearing Bank and hold Lender and Clearing Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) actually incurred and arising from or in any way connected with the Clearing Account, less the reasonable fees of the Clearing Bank and any minimum balance required to be maintained therein, shall be wire transferred each Business Day (i) during the existence of a Cash Sweep Period, to the Cash Management Account and (ii) if a Cash Sweep Period does not then exist, to Master Tenant’s operating account specified pursuant to the Clearing Agreement. Upon the occurrence of a Cash Sweep Event, the Clearing Account Agreement and or the performance of the obligations for which the Clearing Account shall remain in effect until was established (unless arising from the Loan has been repaid gross negligence or defeased in fullwillful misconduct of Lender or Clearing Bank, as applicable, and excluding consequential, special and/or punitive damages).

Clearing Account. (a) Upon the occurrence of a Cash Sweep Event, Borrower shall establish and maintain an a segregated Eligible Account (the “Clearing Account”) with the Clearing Bank in trust for the benefit of Lender, which Clearing Account shall be under the sole dominion and control of Lender. The Clearing Account shall be entitled in the name of Master Tenant “Xxxxxx Element LA, LLC, as pledgor, for the benefit of Lender. Master Tenant shall grant to BorrowerCantor Commercial Real Estate Lending, L.P. and Xxxxxxx Xxxxx Mortgage Company, collectively, as security for Master Tenant’s obligations under the Master Lease, Secured Party – Clearing Account,” or such other name as required by Lender from time to time. Borrower (i) hereby grants to Lender a first-first priority security interest in the Clearing Account and all deposits at any time contained therein and the proceeds thereof thereof, and (ii) will take all actions necessary to maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Clearing Account, including, without limitation, authorizing the filing UCC-1 Financing Statements and continuations thereof. Borrower hereby grants to Lender a first-priority security interest in all of Borrower’s right, title and interest in and to the Clearing Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Clearing Account, including authorizing including, without limitation, the filing execution of UCC-1 Financing Statements any account control agreement required by Lender. Borrower will not in any way alter, modify or close the Clearing Account and continuations will notify Lender of the account number thereof. All Except as may be expressly permitted in the Clearing Account Agreement, Lender and Servicer shall have the sole right to make withdrawals from the Clearing Account and all costs and expenses for establishing and maintaining the Clearing Account shall be paid by Borrower or Master TenantBorrower. All monies now or hereafter deposited into the Clearing Account shall be deemed additional security for Master Tenant’s obligations under the Master Lease, and, to the extent of Borrower’s interest therein, additional security for the Debt. All funds in As of the Clearing Accountdate hereof, less pursuant to the reasonable fees terms of the Clearing Bank and any minimum balance required to be maintained therein, shall be wire transferred each Business Day (i) during the existence of a Cash Sweep Period, to the Cash Management Account and (ii) if a Cash Sweep Period does not then exist, to Master Tenant’s operating account specified pursuant to the Clearing Agreement. Upon the occurrence of a Cash Sweep Event, the Clearing Account Agreement and Clearing Account shall remain in effect until the Loan has been repaid or defeased in fullassigned the following number at Clearing Bank: 4609101241.

Clearing Account. (a) Upon During the occurrence term of a Cash Sweep Eventthe Loan, Borrower Grantor shall establish and maintain an Eligible Account a segregated account (the “Clearing Account”) with Bank of the West (“Clearing Bank Bank”), in trust for the benefit of LenderBeneficiary, which Clearing Account shall be under the sole dominion and control of LenderBeneficiary. The Clearing Account shall be entitled “Xxxxxxx Macquarie - Cerritos I, LLC, as Grantor and LaSalle Bank National Association, as Beneficiary, pursuant to Leasehold Deed of Trust, Security Agreement and Fixture Filing dated as of January __, 2006 - Clearing Account”. The Clearing Account shall be an “Eligible Account” (as defined in the name of Master Tenant Cash Management Agreement) and shall not be commingled with other monies held by Grantor or Clearing Bank. All monies now or hereafter deposited into the Clearing Account shall be deemed additional security for the benefit of LenderIndebtedness. Master Tenant shall grant Grantor hereby grants to Borrower, as security for Master Tenant’s obligations under the Master Lease, Beneficiary a first-first priority security interest in the Clearing Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Borrower and of Lender, as Borrower’s assignee, Beneficiary a perfected first priority security interest in the Clearing Account. In addition, including, without limitation, authorizing the filing UCC-1 Grantor hereby authorizes Beneficiary to prepare and file UCC Financing Statements and continuations thereof. Borrower hereby grants to Lender a first-priority Grantor shall not further pledge, assign or grant any security interest in the Clearing 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 Financing Statements, except those naming Beneficiary as the secured party, to be filed with respect thereto. Grantor shall, or shall cause the property manager (“Manager”), if any, to, deliver irrevocable written instructions to all of Borrower’s righttenants under Leases to deliver all Rents payable thereunder directly to the Clearing Account. Grantor shall, title and interest in and shall cause Manager, if any, to, deposit all amounts received by Grantor or Manager constituting Rents into the Clearing Account within one (1) Business Day after receipt thereof. Beneficiary and/or any servicer shall have the sole right to make withdrawals from the Clearing Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Clearing Account, including authorizing the filing of UCC-1 Financing Statements and continuations thereof. All costs and expenses for establishing and maintaining the Clearing Account shall be paid by Borrower or Master TenantGrantor. All monies now or hereafter deposited into the Clearing Account In addition, Grantor shall be deemed additional security for Master Tenant’s obligations under the Master Lease, and, to the extent of Borrower’s interest therein, additional security for the Debt. All funds in the Clearing Account, less the reasonable fees of the obtain from Clearing Bank and any minimum balance required its agreement to be maintained therein, shall be wire transferred each Business Day (i) during the existence of a Cash Sweep Period, transfer to the Cash Management Account and (iidefined below) if a Cash Sweep Period does not then exist, to Master Tenant’s operating account specified pursuant to in immediately available funds by federal wire transfer all amounts on deposit in the Clearing AgreementAccount once every Business Day. Upon the occurrence and during the continuance of a Cash Sweep Eventan Event of Default, Beneficiary may, in addition to any and all other rights and remedies available to Beneficiary, apply any sums then present in the Clearing Account Agreement to the payment of the Indebtedness in such order and priority as Beneficiary shall determine. Grantor shall indemnify, defend and hold Beneficiary harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Clearing Account shall remain in effect until (unless arising from the Loan has been repaid gross negligence or defeased in fullwillful misconduct of Beneficiary) or the performance of the obligations for which the Clearing Account was established.

Clearing Account. (a) Upon the occurrence of a Cash Sweep Event, Borrower shall establish and maintain an a segregated Eligible Account (the “Clearing Account”) with the Clearing Bank in trust for the benefit of Agent for the benefit of Lender, which Clearing Account shall be under the sole dominion and control of LenderAgent. The Clearing Account shall be entitled in the name of Master Tenant “110 XXXXXXX PROPERTY INVESTORS III, LLC, as pledgor, for the benefit of Lender. Master Tenant shall grant to BorrowerXXXXXX XXXXXXX MORTGAGE CAPITAL HOLDINGS LLC, AS AGENT, as security Secured Party – Clearing Account,” or such other name as required by Agent from time to time. Borrower (i) hereby grants to Agent, for Master Tenant’s obligations under the Master Leaseratable benefit of Lender, a first-first priority security interest in the Clearing Account and all deposits at any time contained therein and the proceeds thereof thereof, and (ii) will take all actions necessary to maintain in favor of Borrower and Agent, for the ratable benefit of Lender, as Borrower’s assignee, a perfected first priority security interest in the Clearing Account, including, without limitation, the execution of any account control agreement required by Agent and filing or authorizing the filing UCC-1 Financing Statements Agent to file UCC‑1 financing statements and continuations thereof. Such financing statements may describe as the collateral covered thereby as “all assets of the debtor, whether now owned or hereafter acquired” or words to the effect. Borrower hereby grants will not in any way alter, modify or close the Clearing Account and will notify Agent of the account number thereof. Except as may be expressly permitted in the Clearing Account Agreement, Agent and Servicer shall have the sole right to Lender a first-priority security interest in all of Borrower’s right, title and interest in and to make withdrawals from the Clearing Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Clearing Account, including authorizing the filing of UCC-1 Financing Statements and continuations thereof. All costs and expenses for establishing and maintaining the Clearing Account shall be paid by Borrower or Master TenantBorrower. All monies now or hereafter deposited into the Clearing Account shall be deemed additional security for Master Tenant’s obligations under the Master Lease, and, to the extent of Borrower’s interest therein, additional security for the Debt. All funds in the Clearing Account, less the reasonable fees of the Clearing Bank and any minimum balance required to be maintained therein, shall be wire transferred each Business Day (i) during the existence of a Cash Sweep Period, to the Cash Management Account and (ii) if a Cash Sweep Period does not then exist, to Master Tenant’s operating account specified pursuant to the Clearing Agreement. Upon the occurrence of a Cash Sweep Event, the Clearing Account Agreement and Clearing Account shall remain in effect until the Loan has been repaid or defeased in fullObligations.

Clearing Account. (a) Upon Borrower shall cause all Rents to be transmitted directly by or on behalf of the occurrence of a Cash Sweep EventTenants into the Clearing Account. Without in any way limiting the foregoing, Borrower (or the Property Manager) shall establish and maintain an Eligible Account (the “Clearing Account”) with Clearing Bank for the benefit of Lender, which Clearing Account shall be under the sole dominion and control of Lender. The Clearing Account shall be entitled in the name of Master Tenant for the benefit of Lender. Master Tenant shall grant to Borrower, as security for Master Tenant’s obligations under the Master Lease, a first-priority security interest in deposit all Rents into the Clearing Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor within five (5) Business Days of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Clearing Account, including, without limitation, authorizing the filing UCC-1 Financing Statements and continuations thereofreceipt. Borrower hereby grants to Lender a first-priority security interest in all rights of Borrower’s right, title and interest if any, in and to the Clearing Account and all deposits at any time contained therein and as additional security for the proceeds thereof and shall take all actions deemed necessary Indebtedness. So long as there is no Event of Default or desirable by Lender to maintain in favor of Lender a perfected first priority security interest Cash Flow Sweep Period continuing, the funds in the Clearing Account may be swept on a daily, weekly or monthly basis (as determined by Borrower) to the Borrower Operating Account. During an Event of Default Period and/or during a Cash Flow Sweep Period, including authorizing the filing of UCC-1 Financing Statements and continuations thereof. All costs and expenses for establishing and maintaining the Clearing Account shall be paid by Borrower or Master Tenant. All monies now or hereafter all funds then deposited into the Clearing Account shall be deemed additional security for Master Tenant’s obligations under Lender may sweep all funds then or thereafter deposited into the Master Lease, and, Clearing Account to the extent of Borrower’s interest therein, additional security for the Debta Lender controlled account. All No funds in the Clearing Account, less the reasonable fees Account may be commingled with any other funds of the Property Manager or of any Affiliate of the Property Manager or Borrower. Any funds available and on deposit with Clearing Bank and any minimum balance required to as of the commencement of a Cash Flow Sweep Period (but not as of the occurrence of an Event of Default) shall not be maintained therein, swept into the Cash Collateral Account but shall be wire transferred each Business Day deposited into the Borrower Operating Account for payment of Operating Expenses and other costs incurred by Borrower in the ordinary course of business. Borrower shall not close the Clearing Account without obtaining the prior consent of Lender. Borrower shall not open any new Clearing Account (i) during the existence of a Cash Sweep Periodwithout at least 30 days prior notice to Lender, to the Cash Management Account and (ii) if a Cash Sweep Period does not then existunless the bank or other financial institution at which such accounts are opened and maintained are acceptable to Lender and (iii) unless, to Master Tenant’s operating account specified pursuant prior to the opening of such new Clearing Agreement. Upon the occurrence of Account, Borrower delivers to Lender a Cash Sweep Eventreplacement Clearing Account agreement with respect thereto in a form reasonably acceptable to Borrower, Lender, the Property Manager and the replacement Clearing Account Agreement and Clearing Account shall remain in effect until the Loan has been repaid or defeased in fullBank.

Clearing Account. (a) Upon During the occurrence term of a Cash Sweep Eventthe Loan, Borrower Grantor shall establish and maintain an Eligible Account a segregated account (the “Clearing Account”) with LaSalle Bank National Association (“Clearing Bank Bank”), in trust for the benefit of LenderBeneficiary, which Clearing Account shall shall, during a “Cash Management Period” (as defined in the Cash Management Agreement [as defined below]), be under the sole dominion and control of LenderBeneficiary. The Clearing Account shall be entitled “NNN Lenox Medical, LLC, as Borrower and LaSalle Bank National Association, as Lender, pursuant to Deed of Trust, Security Agreement and Fixture Filing dated as of January 2, 2007 – Clearing Account”. The Clearing Account shall be an “Eligible Account” (as defined in the name of Master Tenant Cash Management Agreement) and shall not be commingled with other monies held by Grantor or Clearing Bank. All monies now or hereafter deposited into the Clearing Account shall be deemed additional security for the benefit of LenderIndebtedness. Master Tenant shall grant Grantor hereby grants to Borrower, as security for Master Tenant’s obligations under the Master Lease, Beneficiary a first-first priority security interest in the Clearing Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Borrower and of Lender, as Borrower’s assignee, Beneficiary a perfected first priority security interest in the Clearing Account. In addition, including, without limitation, authorizing the filing UCC-1 Grantor hereby authorizes Beneficiary to prepare and file UCC Financing Statements and continuations thereof. Borrower hereby grants to Lender a first-priority Grantor shall not further pledge, assign or grant any security interest in the Clearing 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 Financing Statements, except those naming Beneficiary as the secured party, to be filed with respect thereto. Grantor shall, or shall cause the Property Manager to, deliver irrevocable written instructions to all of Borrower’s righttenants under Leases to deliver all Rents payable thereunder directly to the Clearing Account. Grantor shall, title and interest in and shall cause Manager to, deposit all amounts received by Grantor or Manager constituting Rents into the Clearing Account within one (1) Business Day after receipt thereof. During a Cash Management Period, Beneficiary and/or any servicer shall have the sole right to make withdrawals from the Clearing Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Clearing Account, including authorizing the filing of UCC-1 Financing Statements and continuations thereof. All costs and expenses for establishing and maintaining the Clearing Account shall be paid by Borrower or Master TenantGrantor. All monies now or hereafter deposited into the Clearing Account In addition, Grantor shall be deemed additional security for Master Tenant’s obligations under the Master Lease, and, to the extent of Borrower’s interest therein, additional security for the Debt. All funds in the Clearing Account, less the reasonable fees of the obtain from Clearing Bank and any minimum balance required to be maintained therein, shall be wire transferred each Business Day (i) its agreement during the existence of a Cash Sweep Period, Management Period to transfer to the Cash Management Account and (iidefined below) if a Cash Sweep Period does not then exist, to Master Tenant’s operating account specified pursuant to in immediately available funds by federal wire transfer all amounts on deposit in the Clearing AgreementAccount once every Business Day. Upon the occurrence of a Cash Sweep Eventan Event of Default, Beneficiary may, in addition to any and all other rights and remedies available to Beneficiary, apply any sums then present in the Clearing Account Agreement to the payment of the Indebtedness in such order and priority as Beneficiary shall determine. Grantor shall indemnify, defend and hold Beneficiary harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Clearing Account shall remain in effect until (unless arising from the Loan has been repaid gross negligence or defeased in fullwillful misconduct of Beneficiary) or the performance of the obligations for which the Clearing Account was established.

Clearing Account. (a) Upon Borrower shall deposit, or cause to be deposited by Hotel Manager, all Rents into the occurrence Clearing Account. Borrowers or Hotel Manager shall instruct and shall continuously hereafter instruct each of a Cash Sweep Eventthe Credit Card Companies that all credit card receipts with respect to the Property (net of any expenses charged for such processing) received by such Credit Card Companies shall be transferred by such Credit Card Companies by wire transfer or the ACH system to the Clearing Account. Borrower shall cause all other Rents to be transmitted directly into the Clearing Account. Without in any way limiting the foregoing, Borrower (or the Hotel Manager) shall establish deposit all Rents and maintain an Eligible Account (the “Clearing Account”) with Clearing Bank for the benefit of Lender, which Clearing Account shall be under the sole dominion and control of Lender. The Clearing Account shall be entitled in the name of Master Tenant for the benefit of Lender. Master Tenant shall grant to Borrower, as security for Master Tenant’s obligations under the Master Lease, a first-priority security interest in other cash transactions into the Clearing Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Borrower and of Lender, as Borrower’s assignee, a perfected first priority security interest in the Clearing Account, including, without limitation, authorizing the filing UCC-1 Financing Statements and continuations thereofnot less than twice on w weekly basis. Borrower hereby grants to Lender Agent a first-priority security interest in all rights of Borrower’s right, title and interest if any, in and to the Clearing Account and all deposits at any time contained therein and as additional security for the proceeds thereof and shall take all actions deemed necessary Indebtedness. So long as there is no Event of Default or desirable by Lender to maintain in favor of Lender a perfected first priority security interest Cash Flow Sweep Period continuing, the funds in the Clearing Account may be swept on a daily, weekly or monthly basis (as determined by Borrower) to the Borrower Operating Account. During an Event of Default Period and/or during a Cash Flow Sweep Period, including authorizing the filing of UCC-1 Financing Statements and continuations thereof. All costs and expenses for establishing and maintaining the Clearing Account shall be paid by Borrower or Master Tenant. All monies now or hereafter all funds then deposited into the Clearing Account shall or thereafter deposited into the Clearing Account may be deemed additional security for Master Tenant’s obligations under swept by Agent to an Agent controlled account in the Master Lease, and, to the extent name of Borrower’s interest therein, additional security for the Debt. All No funds in the Clearing Account, less the reasonable fees Account may be commingled with any other funds of the Hotel Manager or of any Affiliate of the Hotel Manager or Borrower. Any funds available and on deposit with Clearing Bank as of the commencement of a Cash Flow Sweep Period (but not as of the occurrence of an Event of Default) shall not be swept into the Cash Collateral Account but may be deposited into the Disbursements Account for payment of Operating Expenses and other costs incurred by Borrower in the ordinary course of business. Borrower shall not close the Clearing Account without obtaining the prior consent of Agent. Borrower shall not open any minimum balance required to be maintained therein, shall be wire transferred each Business Day new Clearing Account (i) during the existence of a Cash Sweep Periodwithout at least 30 days prior notice to Agent, to the Cash Management Account and (ii) if unless the bank or other financial institution at which such accounts are opened and maintained are acceptable to Agent and (iii) unless, prior to the opening of such new Clearing Account, Borrower delivers to Agent a Cash Sweep Period replacement Clearing Account agreement with respect thereto in a form reasonably acceptable to Borrower, Agent, the Hotel Manager and the replacement Clearing Bank. Notwithstanding the foregoing, Borrower shall be allowed to utilize a local bank to create an account to deposit cash transactions resulting from Hotel operations and for pxxxx cash transactions; provided that Borrower does not then exist, to Master Tenant’s operating account specified pursuant to the Clearing Agreement. Upon the occurrence keep deposits in excess of a Cash Sweep Event, the Clearing Account Agreement and Clearing Account shall remain $25,000.00 in effect until the Loan has been repaid or defeased in fullsuch account.

Clearing Account. (ai) Upon the occurrence of a Cash Sweep Event, Borrower shall establish and maintain an a segregated Eligible Account (the “Clearing Account”) pursuant to the terms of the Clearing Account Agreement with the Clearing Bank Bank, which such Clearing Account shall be in trust for the benefit of Lender, which Clearing Account Lenders and shall be under the sole dominion and control of Lender. The Clearing Account shall be entitled in the name of Master Tenant Administrative Agent, for the benefit of LenderLenders. Master Tenant shall grant Borrower (i) hereby grants to BorrowerAdministrative Agent, as security for Master Tenant’s obligations under the Master Lease, benefit of Lenders a first-first priority security interest in the Clearing Account and all deposits at any time contained therein and the proceeds thereof thereof, and (ii) will take all actions necessary to maintain in favor of Borrower and Administrative Agent, for the benefit of Lender, as Borrower’s assignee, Lenders a perfected first priority security interest in the Clearing Account, including, without limitation, authorizing the filing UCC-1 Financing Statements and continuations thereofexecution of any account control agreement required by Administrative Agent. Borrower hereby grants to Lender a first-priority shall not further pledge, assign or grant any security interest in all the Clearing 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 Administrative Agent, for the benefit of Borrower’s rightLenders as the secured party, title to be filed with respect thereto. Borrower will not in any way alter, modify or close the Clearing Account and interest will notify Administrative Agent of the account number thereof. Except as may be expressly permitted in and the Clearing Account Agreement, Administrative Agent, for the benefit of Lenders shall have the sole right to make withdrawals from the Clearing Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Clearing Account, including authorizing the filing of UCC-1 Financing Statements and continuations thereof. All costs and expenses for establishing and maintaining the Clearing Account shall be paid by Borrower or Master TenantBorrower. All monies now or hereafter deposited into the Clearing Account shall be deemed additional security for Master Tenant’s obligations under the Master Lease, and, to the extent of Borrower’s interest therein, additional security for the Debt. All funds Borrower shall indemnify Administrative Agent, each Lender and Clearing Bank and hold Administrative Agent, each Lender and Clearing Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Clearing Account, less the reasonable fees of the Clearing Bank and any minimum balance required to be maintained therein, shall be wire transferred each Business Day (i) during the existence of a Cash Sweep Period, to the Cash Management Account and (ii) if a Cash Sweep Period does not then exist, to Master Tenant’s operating account specified pursuant to the Clearing Agreement. Upon the occurrence of a Cash Sweep Event, the Clearing Account Agreement or the performance of the obligations for which the Clearing Account was established (unless arising from the gross negligence or willful misconduct of Administrative Agent, any Lender or Clearing Bank, as applicable). (ii) Borrower shall (and shall cause Manager to) cause each such Tenant to pay all Rent and other Gross Revenue directly into the Clearing Account pursuant to the terms hereof. In furtherance of the foregoing, Borrower shall (or shall cause Manager to) execute and deliver the Tenant Direction Letters addressed to each (A) Tenant existing as of the Closing Date within five (5) Business Days after the Closing Date, and (B) new -128- Tenant pursuant to a Lease executed after the Closing Date in accordance with the terms hereof, concurrently with the execution of such Lease with such Tenant. Without in any way limiting the foregoing, if Borrower, Manager or any of their respective Affiliates receive any Rents or other Gross Revenue or Net Proceeds from the Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit of, and as the property of Administrative Agent, for the benefit of Lenders and (ii) Borrower, Manager or such Affiliate shall deposit such amounts in the Clearing Account within two (2) Business Days of receipt thereof. (iii) Funds deposited into the Clearing Account shall remain be swept by the Clearing Bank on a daily basis as follows: (A) if a Cash Trap Period exists, all such funds shall be transferred to the Deposit Account and applied and disbursed in effect until accordance with this Agreement and the Loan has been repaid or defeased Cash Management Agreement and (B) if no Cash Trap Period exists, all such funds shall be disbursed to Borrower as provided in full.the Clearing Account Agreement. (b)

Clearing Account. (ai) Upon the occurrence of a Cash Sweep Event, Borrower shall establish and maintain an a segregated Eligible Account (the “Clearing Account”) pursuant to the terms of the Clearing Account Agreement with the Clearing Bank Bank, which such Clearing Account shall be in trust for the benefit of Lender, which Clearing Account Lenders and shall be under the sole dominion and control of Lender. The Clearing Account shall be entitled in the name of Master Tenant Administrative Agent, for the benefit of LenderLenders. Master Tenant shall grant Borrower (i) hereby grants to BorrowerAdministrative Agent, as security for Master Tenant’s obligations under the Master Lease, benefit of Lenders a first-first priority security interest in the Clearing Account and all deposits at any time contained therein and the proceeds thereof thereof, and (ii) will take all actions necessary to maintain in favor of Borrower and Administrative Agent, for the benefit of Lender, as Borrower’s assignee, Lenders a perfected first priority security interest in the Clearing Account, including, without limitation, authorizing the filing UCC-1 Financing Statements and continuations thereofexecution of any account control agreement required by Administrative Agent. Borrower hereby grants to Lender a first-priority shall not further pledge, assign or grant any security interest in all the Clearing 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 Administrative Agent, for the benefit of Borrower’s rightLenders as the secured party, title to be filed with respect thereto. Borrower will not in any way alter, modify or close the Clearing Account and interest will notify Administrative Agent of the account number thereof. Except as may be expressly permitted in and the Clearing Account Agreement, Administrative Agent, for the benefit of Lenders shall have the sole right to make withdrawals from the Clearing Account and all deposits at any time contained therein and the proceeds thereof and shall take all actions deemed necessary or desirable by Lender to maintain in favor of Lender a perfected first priority security interest in the Clearing Account, including authorizing the filing of UCC-1 Financing Statements and continuations thereof. All costs and expenses for establishing and maintaining the Clearing Account shall be paid by Borrower or Master TenantBorrower. All monies now or hereafter deposited into the Clearing Account shall be deemed additional security for Master Tenant’s obligations under the Master Lease, and, to the extent of Borrower’s interest therein, additional security for the Debt. All funds Borrower shall indemnify Administrative Agent, each Lender and Clearing Bank and hold Administrative Agent, each Lender and Clearing Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Clearing Account, less the reasonable fees of the Clearing Bank and any minimum balance required to be maintained therein, shall be wire transferred each Business Day (i) during the existence of a Cash Sweep Period, to the Cash Management Account and (ii) if a Cash Sweep Period does not then exist, to Master Tenant’s operating account specified pursuant to the Clearing Agreement. Upon the occurrence of a Cash Sweep Event, the Clearing Account Agreement and or the performance of the obligations for which the Clearing Account shall remain in effect until was established (unless arising from the Loan has been repaid gross negligence or defeased in fullwillful misconduct of Administrative Agent, any Lender or Clearing Bank, as applicable).