Common use of Deposits into the Restricted Account; Maintenance of Restricted Account Clause in Contracts

Deposits into the Restricted Account; Maintenance of Restricted Account. (a) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) and received by Borrower, Pledgor or Manager, as the case may be, into the Restricted Account; (ii) (A) within fourteen (14) days following the Closing Date, Borrower shall send a notice, containing the information in the form attached hereto as Exhibit A, to all Tenants now occupying space at the Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account (such notice, the “Tenant Direction Notice”), (B) simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iii) for so long as the Debt remains outstanding there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited; and (iv) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Property. Until deposited into the Restricted Account, any Rents and other revenues from the Property held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without Lender’s prior written consent.

Deposits into the Restricted Account; Maintenance of Restricted Account. (a) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property Properties (including any distributions received by Pledgorother than the RIDEA Facilities) and received by Borrower, Pledgor Borrower or Manager, as the case may be, into the Restricted Account; (ii) (A) within fourteen Borrower shall, or shall cause Manager to, immediately deposit all revenue derived from the RIDEA Facilities and received by Borrower or Manager, as the case may be, into the RIDEA Accounts, (14B) days following pursuant to the Sweep Agreement, funds on deposit each RIDEA Account are required to be transferred on an intraday basis (to the extent received prior to 4:00 p.m. New York time) on each Business Day to the Cash Management Account and (C) Borrower shall use commercially reasonable efforts to, and shall cause Manager to use commercially reasonable efforts to, enforce the terms and conditions of the Sweep Agreement, (iii) Borrower shall instruct Manager to immediately deposit (A) all revenue derived from the Properties (other than the RIDEA Facilities) and due and payable to Borrower and collected by Manager, if any, pursuant to the Management Agreement (or otherwise) into the Restricted Account, (B) all revenue derived from the RIDEA Facilities and due and payable to Borrower and collected by Manager, if any, pursuant to the Management Agreement (or otherwise) into the Cash Management Account and (C) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Properties) into the Restricted Account; (iv) (A) Borrower represents and warrants that as of the Closing Date, Borrower shall send a notice, containing the information in the form attached hereto as Exhibit A, to Date all Tenants now occupying space at the Property directing them Properties have been directed to pay all rent and other sums due under the Lease to which they are a party directly into the Restricted Account (such notice, the “Tenant Direction Notice”)Account, (B) simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease a notice, substantially in the form of Exhibit A attached hereto directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account (such notice, the “Tenant Direction Notice (unless the relevant information is set forth in the Lease itselfNotice”) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices (as commercially reasonable) until each addressee thereof complies with the terms thereof; (iiiv) for so long as the Debt remains outstanding there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property and due and payable to Borrower are directly depositeddeposited other than the Restricted Accounts and the RIDEA Accounts; and (ivvi) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with from the PropertyProperties. Until deposited into the Restricted Account, any Rents and other revenues from the Property Properties due and payable to Borrower and held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents Instrument and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 (including, without limitation, instructions pursuant to the Sweep Agreement) without Lender’s prior written consent.

Deposits into the Restricted Account; Maintenance of Restricted Account. (a) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) Properties and received by Borrower, Pledgor Borrower or Manager, as the case may be, into the Restricted AccountAccount once each week; (ii) Borrower shall instruct Manager to deposit (A) within fourteen all revenue derived from the Properties collected by Manager, if any, pursuant to the Management Agreement (14or otherwise) days following the Closing Date, Borrower shall send a notice, containing the information in the form attached hereto as Exhibit A, to all Tenants now occupying space at the Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account (such notice, the “Tenant Direction Notice”), once each week and (B) simultaneously all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the execution of any Lease entered Properties) into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereofRestricted Account; (iii) for so long except as previously disclosed to Lender in writing prior to the Debt remains outstanding closing of the Loan, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property Properties are directly deposited; and (iv) except as previously disclosed to Lender in writing prior to the closing of the Loan, neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the PropertyProperties. Notwithstanding anything herein to the contrary but subject to the terms of Section 5.1 and Section 9.2(a)(i) and (ii), Borrower or Manager, at Borrower’s discretion, may deposit all revenues derived from each Property into an operating account for said Property controlled by Borrower and thereafter to one or more holding accounts controlled by Borrower before said revenues are wired to the Restricted Account. Until deposited into the Restricted Account, any Rents and other revenues from the Property Properties held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents Instruments and shall not be commingled with any other funds or property of Borrower, except as previously disclosed to Lender in writing prior to the closing of the Loan. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without Lender’s prior written consent.

Deposits into the Restricted Account; Maintenance of Restricted Account. (a) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) Properties and received by Borrower, Pledgor Borrower or Manager, as the case may be, into the Restricted Account; (ii) Borrower shall instruct Manager to immediately deposit (A) within fourteen all revenue derived from the Properties collected by Manager, if any, pursuant to the Management Agreement (14or otherwise) days following into the Restricted Account and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Properties) into the Restricted Account; (iii) (A) on or before the Closing Date, Borrower shall send have sent (and hereby represents that it has sent) (i) except for the Tenant under a Lease at the Stevensville, MI Individual Property, a notice, containing the information substantially in the form of Exhibit A-1 attached hereto as Exhibit Ahereto, to all Tenants now occupying space at the Property Properties directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account Account, and (ii) a notice substantially in the form of Exhibit A-2 attached hereto to all Tenants now occupying space at the Stevensville, MI Individual Property (collectively, such notice, notices shall be referred to herein as the “Tenant Direction Notice”), (B) simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iiiiv) for so long as the Debt remains outstanding there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property Properties are directly deposited; and (ivv) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the PropertyProperties. Until deposited into the Restricted Account, any Rents and other revenues from the Property Properties held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents Instruments and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without Lender’s prior written consent.

Deposits into the Restricted Account; Maintenance of Restricted Account. (a) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) on the first occurrence of a Trigger Period and for so long as the Debt remains outstanding thereafter Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) and received by Borrower, Pledgor Borrower or Manager, as the case may be, into the Restricted Account; (ii) on the first occurrence of a Trigger Period and for so long as the Debt remains outstanding thereafter Borrower shall instruct Manager to immediately deposit (A) all revenue derived from the Property collected by Manager, if any, pursuant to the Management Agreement (or otherwise) into the Restricted Account and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Property) into the Restricted Account; (iii) (A) within fourteen five (145) days following after the Closing Datefirst occurrence of a Trigger Period, Borrower shall send have sent a notice, containing the information substantially in the form of Exhibit A attached hereto as Exhibit Ahereto, to all Tenants now occupying space at the Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account (such notice, the “"Tenant Direction Notice”"), (B) simultaneously with the execution of any Lease entered into on or after the date hereof first occurrence of a Trigger Period in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iiiiv) after the first occurrence of a Trigger Period and for so long as the Debt remains outstanding thereafter there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited; and (ivv) after the first occurrence of a Trigger Period and for so long as the Debt remains outstanding thereafter neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Property. Until deposited into the Restricted Account, any Rents and other revenues from the Property held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents Instrument and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without Lender’s Xxxxxx's prior written consent.

Deposits into the Restricted Account; Maintenance of Restricted Account. (a) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) and received by Borrower, Pledgor Borrower or Manager, as the case may be, into the Restricted Account; (ii) Borrower shall instruct Manager to immediately deposit (A) all revenue derived from the Property collected by Manager, if any, pursuant to the Management Agreement (or otherwise) into the Restricted Account and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Property) into the Restricted Account; (iii) (A) within fourteen five (145) days following Business Days of the Closing Date, Borrower shall send have sent (and hereby represents that it has sent) a notice, containing the information substantially in the form attached hereto as Exhibit Ato the Cash Management Agreement, to all Tenants now occupying space at the Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account (such notice, the “Tenant Direction Notice”), (B) simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iiiiv) for so long as the Debt remains outstanding there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited; and (ivv) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Property. Until deposited into the Restricted Account, any Rents and other revenues from the Property held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, benefit of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents Instrument and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without LenderXxxxxx’s prior written consent.. 121

Deposits into the Restricted Account; Maintenance of Restricted Account. (a1) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) on the first occurrence of a Trigger Period and for so long as the Debt remains outstanding thereafter Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) and received by Borrower, Pledgor Borrower or Manager, as the case may be, into the Restricted Account; (ii) on the first occurrence of a Trigger Period and for so long as the Debt remains outstanding thereafter Borrower shall instruct Manager to immediately deposit (A) all revenue derived from the Property collected by Manager, if any, pursuant to the Management LOAN AGREEMENT – Page 94 41458-110/JANAF Shopping Yard (VA) Agreement (or otherwise) into the Restricted Account and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Property) into the Restricted Account; (iii) (A) within fourteen five (145) days following after the Closing Datefirst occurrence of a Trigger Period, Borrower shall send have sent a notice, containing the information substantially in the form of Exhibit A attached hereto as Exhibit Ahereto, to all Tenants now occupying space at the Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account (such notice, the “"Tenant Direction Notice”"), (B) simultaneously with the execution of any Lease entered into on or after the date hereof first occurrence of a Trigger Period in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iiiiv) after the first occurrence of a Trigger Period and for so long as the Debt remains outstanding thereafter there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited; and (ivv) after the first occurrence of a Trigger Period and for so long as the Debt remains outstanding thereafter neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Property. Until deposited into the Restricted Account, any Rents and other revenues from the Property held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents Instrument and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without Lender’s 's prior written consent.

Deposits into the Restricted Account; Maintenance of Restricted Account. (a) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) and received by Borrower, Pledgor Borrower or Manager, as the case may be, into the Restricted Account; (ii) Borrower shall instruct Manager to immediately deposit (A) all revenue derived from the Property collected by Manager, if any, pursuant to the Management Agreement (or otherwise) into the Restricted Account and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Property) into the Restricted Account; (iii) (A) within fourteen five (145) days following Business Days of the Closing Date, Borrower shall send have sent (and hereby represents that it has sent) a notice, containing the information substantially in the form attached hereto as Exhibit Ato the Cash Management Agreement, to all Tenants now occupying space at the Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account (such notice, the “Tenant Direction Notice”), (B) simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iiiiv) for so long as the Debt remains outstanding there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited; and (ivv) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Property. Until deposited into the Restricted Account, any Rents and other revenues from the Property held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, benefit of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents Instrument and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without LenderLxxxxx’s prior written consent.. 137

Deposits into the Restricted Account; Maintenance of Restricted Account. (a) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or and shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) Properties and received by Borrower, Pledgor Borrower or Manager, as the case may be, into the Restricted Account; (ii) Borrower shall instruct Manager to immediately deposit (A) within fourteen all revenue derived from the Properties collected by Manager, if any, pursuant to the Management Agreement (14or otherwise) days following into the Restricted Account and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Properties) into the Restricted Account; (iii) (A) on or before the Closing Date, Borrower shall send have sent (and hereby represents that it has sent) a notice, containing the information substantially in the form of Exhibit A attached hereto as Exhibit Ahereto, to all Tenants now occupying space at the Property Properties directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account (such notice, the “Tenant Direction Notice”), (B) simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iiiiv) for so long as the Debt remains outstanding there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property Properties (or any portion thereof) are directly deposited; and (ivv) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the PropertyProperties (or any portion thereof). Until deposited into the Restricted Account, any Rents and other revenues from the Property Properties held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents Instruments and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without Lender’s prior written consentconsent not to be unreasonably withheld, conditioned or delayed.

Deposits into the Restricted Account; Maintenance of Restricted Account. (a) Borrower represents, warrants and covenants that, so long as the Debt remains outstandingoutstanding (or until such time as a defeasance has been consummated in accordance with Section 2.8 hereof), (i) Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) and received by Borrower, Pledgor Borrower or Manager, as the case may be, into the Restricted Account; (ii) Borrower shall instruct Manager to immediately deposit (A) within fourteen all revenue derived from the Property collected by Manager, if any, pursuant to the Management Agreement (14or otherwise) days following into the Restricted Account and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Property) into the Restricted Account; (iii) (A) on or before the Closing Date, Borrower shall send have sent (and hereby represents that it has sent) a notices (each such notice, containing the information a “Direction Notice”), substantially in the form forms of Exhibit A-1 and Exhibit A-2 attached hereto (as Exhibit Aapplicable), to (1) all Tenants now occupying space at the Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account and (2) each of the credit card companies or credit card clearing banks with which Borrower or Manager has entered into merchant’s or other credit card agreements (any such noticeagreement, a “Credit Card Agreement”) directing them to pay by wire transfer or the “Tenant Direction Notice”), ACH System to the Restricted Account all payments which would otherwise be paid to Borrower or Manager under the applicable credit-card processing agreement (B) simultaneously with the execution of any Lease or Credit Card Agreement entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant and each credit card company or credit card clearing bank party to each such Credit Card Agreement a Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iiiiv) for so long as the Debt remains outstanding there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited; and (ivv) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Property. Until deposited into the Restricted Account, any Rents and other revenues from the Property held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents Instrument and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without Lender’s prior written consent.

Deposits into the Restricted Account; Maintenance of Restricted Account. (a) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) and received by Borrower, Pledgor Borrower or Manager, as the case may be, into the Restricted Account; (ii) Borrower shall instruct Manager to immediately deposit (A) all revenue derived from the Property collected by Manager, if any, pursuant to the Management Agreement (or otherwise) into the Restricted Account and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Property) into the Restricted Account; (iii) (A) within fourteen five (145) days following Business Days of the Closing Date, Borrower shall send have sent (and hereby represents that it has sent) a notice, containing the information substantially in the form attached hereto as Exhibit Ato the Cash Management Agreement, to all Tenants now occupying space at the Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account (such notice, the “Tenant Direction Notice”), (B) simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iiiiv) for so long as the Debt remains outstanding there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited; and (ivv) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Property. Until deposited into the Restricted Account, any Rents and other revenues from the Property held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, benefit of Lender Administrative Agent pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents Instrument and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without LenderAdministrative Agent’s prior written consent.. 146

Deposits into the Restricted Account; Maintenance of Restricted Account. (a) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) upon and after the first occurrence of a Trigger Period, Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) and received by Borrower, Pledgor Borrower or Manager, as the case may be, into the Restricted Account; (ii) upon and after the first occurrence of a Trigger Period, Borrower shall instruct Manager to immediately deposit (A) within fourteen all revenue derived from the Property collected by Manager, if any, pursuant to the Management Agreement (14or otherwise) days following into the Closing DateRestricted Account and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Property) into the Restricted Account; (iii) (A) upon the first occurrence of a Trigger Period, Borrower shall send a notice, containing the information substantially in the form of Exhibit A attached hereto as Exhibit Ahereto, to all Tenants now then occupying space at the Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account (such notice, the “Tenant Direction Notice”), (B) after the first occurrence of a Trigger Period, simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) after the first occurrence of a Trigger Period, Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iiiiv) for so long as after the Debt remains outstanding first occurrence of a Trigger Period, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited; and (ivv) after the first occurrence of a Trigger Period, neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Property. Until deposited into the Restricted Account, any Rents and other revenues from the Property held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents Instrument and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without Lender’s prior written consent.

Deposits into the Restricted Account; Maintenance of Restricted Account. (a) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) and received by Borrower, Pledgor Borrower or Manager, as the case may be, into the Restricted Account; (ii) Borrower shall instruct Manager to immediately deposit (A) within fourteen all revenue derived from the Property collected by Manager, if any, pursuant to the Management Agreement (14or otherwise) days following into the Restricted Account and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Property) into the Restricted Account; (iii) (A) on or before the Closing Date, Borrower shall send have sent (and hereby represents that it has sent) a notice, containing the information substantially in the form of Exhibit A attached hereto as Exhibit Ahereto, to all Tenants now occupying space at the Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account (such notice, the “Tenant Direction Notice”), (B) simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iiiiv) for so long as the Debt remains outstanding there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited; and (ivv) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Property. Until deposited into the Restricted Account, any Rents and other revenues from the Property held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents Instrument and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without LenderLxxxxx’s prior written consent.

Deposits into the Restricted Account; Maintenance of Restricted Account. (a) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) and received by Borrower, Pledgor Borrower or Manager, as the case may be, into the Restricted Account; (ii) Borrower shall instruct Manager to immediately deposit (A) all revenue derived from the Property collected by Manager, if any, pursuant to the Management Agreement (or otherwise) into the Restricted Account and (B) all funds otherwise payable to Borrower by Manager pursuant to the Management Agreement (or otherwise in connection with the Property) into the Restricted Account; (iii) (A) within fourteen five (145) days following Business Days of the Closing Date, Borrower shall send have sent (and hereby represents that it has sent) a notice, containing the information substantially in the form attached hereto as Exhibit Ato the Cash Management Agreement, to all Tenants now occupying space at the Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account (such notice, the “Tenant Direction Notice”), (B) simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iiiiv) for so long as the Debt remains outstanding there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited; and (ivv) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Property. Until deposited into the Restricted Account, any Rents and other revenues from the Property held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, benefit of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents Instrument and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without LenderLxxxxx’s prior written consent.. 152