Exh. A-1 The Clearing Account shall be an account of each Borrower but shall be under the sole dominion and control of the Lender and any servicer (a "SERVICER") or other designee of the Lender named below or in a subsequent written notice from the Lender. The Clearing Account shall be assigned the federal tax identification number of the Borrower, which number is 00-0000000. You shall hold amounts on deposit in the Clearing Account as agent for the Lender and shall not commingle such amounts with any other amounts held by you on behalf of the Lender, the Borrower or any other person or entity. If, in accordance with standard operating procedures, the Clearing Account may be established as a trust account for the benefit of the Lender, Borrower directs that the Clearing Account be maintained as such an account. The Borrower hereby notifies the Clearing Bank that, in accordance with the Deed of Trust, the Clearing Account and all amounts held therein from time to time, and all renewals, replacements and substitutions therefor, have been irrevocably pledged to the Lender as additional security for the loan evidenced by the Deed of Trust. In connection with such pledge, the Borrower hereby waives all right of withdrawal from the Clearing Account. The Borrower hereby irrevocably instructs and authorizes you, beginning on the first business day after the Sweep Commencement Date, to disburse on each business day of each week via the ACH System, if available, or otherwise by wire transfer, all amounts constituting available funds on deposit in the Clearing Account to the following account: [ ] [ ] [ ] [ ] If transferring such amounts by the ACH System and if required by Clearing Bank, each such transfer shall be initiated by the Lender or by the Servicer. If the Clearing Bank provides electronic data transfer services, the Clearing Bank shall provide the Lender and the Servicer access to the Clearing Bank's electronic data transfer system for purposes of effecting such transfers. At any time that funds may not be transferred as described above in this paragraph, the Clearing Bank shall transfer amounts by wire transfer of immediately available funds. The instructions set forth herein are irrevocable and are not subject to modification in any manner, except that the Lender or the Servicer may, by written notice to you, amend the instructions contained herein. In the event that the Clearing Bank fails to acknowledge that its procedures with respect to the Clearing Account are governed by this letter due to an objection to the terms hereof or otherwise, the Borrower hereby appoints the Lender as its attorney-in-fact with full authority to make reasonable changes to this letter and to execute on behalf of the Borrower any new modified letter acceptable to the proposed Clearing Bank. In accordance with the Clearing Bank's procedures, the Clearing Bank shall maintain a record of all deposits and transfers from the Clearing Account and furnish statements to Borrower and Lender, on a monthly basis, of all such transactions.
Appears in 1 contract
Exh. A-1 The Clearing Account Bank assumes no duty to discharge any obligation of Borrower to Lender or others. If Clearing Bank disburses payments later than set forth herein, its liability for making late disbursements shall be an account not exceed the amount of each Borrower but shall be under the sole dominion and control of the Lender and any servicer (a "SERVICER") or other designee of the Lender named below or in a subsequent written notice from the Lender. The Clearing Account shall be assigned the federal tax identification number of the Borrower, interest which number is 00-0000000. You shall hold amounts would have been paid on deposit such funds if they had been deposited in the Clearing Account as agent for the Lender and in a timely manner. Clearing Bank shall not commingle such amounts be responsible for any consequential, incidental, indirect or special damage which would exceed this amount in connection with any other amounts held such disbursements deemed late, including, but not limited to, disbursements deemed late resulting from Clearing Bank's acts, nor shall Clearing Bank be responsible for any claim, loss, liability, cost, expense or delay caused by you on behalf equipment breakdown, electrical or mechanical failure, causes beyond Clearing Bank's reasonable control, the failure of either party to give Clearing Bank clear and explicit notices and instructions, or damages caused (in whole or in part) by the party seeking redress. Borrower and Lender understand and agree that the Clearing Account and the fees charged by Clearing Bank have been established in contemplation of the limitation on Clearing Bank's liability set forth in this paragraph. Except for events of Clearing Bank's negligence or willful misconduct (and in any such event, subject to the damage limitations set forth above), Borrower agrees to indemnify, defend and hold Clearing Bank, its parent, affiliates, subsidiaries, and their respective officers, employees and agents harmless from and against all claims, actions, damages, losses, liabilities and expenses (including reasonable attorney's fees and court costs) arising out of Clearing Bank's actions or omissions pursuant to this Agreement. The parties hereto agree that Clearing Bank's sole responsibility to Lender, Borrower, Manager or any third party for errors made by Clearing Bank in processing any Rents shall be to process a correcting entry in the next regularly scheduled processing of the work after receipt of notification from Lender or its designee, Borrower or any other person third party. Clearing Bank shall make every reasonable effort to deliver the advices, copies and reports required by this Instruction Letter by the mutually agreed upon time but does not guarantee a specific delivery time. Accordingly, Clearing Bank's sole responsibility to Lender or entityany third party with respect to the time of delivery of the advices, copies and reports required by this Instruction Letter shall be to deliver such advices, copies and reports as close to the mutually agreed upon time as may be reasonably practicable. If Clearing Bank is unable to debit the Clearing Account for any reason or if the Clearing Account contains insufficient funds from which to reimburse itself on a particular business day for any of the charges to the Clearing Account set forth on Schedule 2 attached hereto, Clearing Bank is entitled to recover the insufficiency from incoming funds deposited into the Clearing Account that business day. If, in accordance with standard operating proceduresupon the next business day, the Clearing Account may be established as a trust account for the benefit continues to contain insufficient funds, Borrower agrees to reimburse Clearing Bank promptly upon receiving Clearing Bank's notice of the Lender, Borrower directs that the Clearing Account same. Matters not covered by this letter shall be maintained as such an account. The Borrower hereby notifies the Clearing Bank that, determined in accordance with the Deed customary procedures of Trustthe Clearing Bank and in the event of a conflict between the terms of this letter and the customary procedures of the Clearing Bank, the Clearing Account terms of this letter shall govern. The undersigned also notifies you that the name and all amounts held therein from time to time, and all renewals, replacements and substitutions therefor, have been irrevocably pledged address of the current Servicer with respect to the Cash Management Agreement is: Bank of the West 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000 Attention: Cash Management Services Telephone: 000-000-0000 or 000-000-0000 Facsimile: 000-000-0000 If you have any questions concerning this letter or the Cash Management Agreement, please contact________________of the Lender as additional at (_____)_____-_____ or_______________of the Servicer at (000) 000-0000. The address of the current Manager is: Xxxxxxx Properties, L.P. 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Please acknowledge receipt of this letter and your agreement to the terms described herein by executing and returning to the Borrower an acknowledgment in the form of Schedule 1 hereto. BORROWER: NORTH TOWER, LLC, a Delaware limited liability company By: North Tower Manager, LLC, a Delaware limited liability company, its Manager and Member By: Xxxxxxx Properties, L.P., a Maryland limited partnership, its Member By: Xxxxxxx Properties, Inc., a Maryland corporation, its general partner By:______________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: President ACKNOWLEDGED AND AGREED: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation By:____________________________________________ Name: Title: SCHEDULE 1 ACKNOWLEDGMENT ________,2003 North Tower, LLC 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Reference is made to that certain Clearing Bank Instruction Letter, dated _____________________________, 2003 (the "INSTRUCTION LETTER") from North Tower, LLC (the "BORROWER"). I, _____________________________, on behalf of Bank of the West (the "BANK"), hereby acknowledge receipt of the instructions set forth in the Instruction Letter and notice of the pledges and security interest described therein. The Bank hereby agrees to perform the instructions set forth in the Instruction Letter upon the delivery by Greenwich Capital Financial Products, Inc. (the "LENDER") of the Instruction Letter. BANK OF THE WEST By:_________________________ Name: Title: LOCK BOX ADDRESS: North Tower, LLC P.O. Box__________ Los Angeles, California 90054-______ SCH. 1-1 SCHEDULE 2 CLEARING BANK FEES SCH. 2-1 EXHIBIT B FORM OF LESSEE PAYMENT DIRECTION LETTER [MANAGER LETTERHEAD] [Date] [Addressee] Re: Payment Direction Letter for [Property] Dear[_________]: [BORROWER], the owner of the [PROPERTY] (the "PROPERTY"), has mortgaged the Property to Greenwich Capital Financial Products, Inc. (together with its successors and assigns, the "LENDER") and has agreed that all rents due for the loan evidenced Property will be paid directly to a bank selected by the Deed of TrustLender. In connection with such pledgeTherefore, the Borrower hereby waives all right of withdrawal from the Clearing Account. The Borrower hereby irrevocably instructs and authorizes you, beginning on the first business day after the Sweep Commencement Date, to disburse on each business day of each week via the ACH System, if available, or otherwise by wire transfer[DATE], all amounts constituting available funds on deposit in rent to be paid by you under the Clearing Account [LEASE] between you and [BORROWER/MANAGER] (the "LEASE") should be sent directly to the following accountaddress: [ [Clearing Bank Name] [ [Lockbox Address] [ ] [ ] If transferring such amounts by All checks should be made out to the ACH System and if required by Clearing Bank, each such transfer shall "[BORROWER]". These payment instructions cannot be initiated by withdrawn or modified without the prior written consent of the Lender or by its agent (the Servicer. If "SERVICER"), or pursuant to a joint written instruction from the Clearing Bank provides electronic data transfer services, the Clearing Bank shall provide the Lender Borrower and the Servicer access to the Clearing Bank's electronic data transfer system for purposes of effecting such transfers. At any time that funds may not be transferred as described above in this paragraph, the Clearing Bank shall transfer amounts by wire transfer of immediately available funds. The instructions set forth herein are irrevocable and are not subject to modification in any manner, except that the Lender or the Servicer mayServicer. Until you receive written instructions from the Lender or the Servicer, by written notice continue to you, amend send all rent payments due under the instructions contained herein. In the event that the Lease to [Clearing Bank fails Name]. All rent payments must be delivered to acknowledge that its procedures with respect to the Clearing Account are governed by this letter due to an objection to the terms hereof or otherwise, the Borrower hereby appoints the Lender as its attorney-in-fact with full authority to make reasonable changes to this letter and to execute on behalf of the Borrower any new modified letter acceptable to the proposed Clearing Bank. In accordance with the Clearing Bank's procedures, the [Clearing Bank shall maintain Name] no later than the day on which such amounts are due under the Lease. If you have any questions concerning this letter, please contact [_______________ ] at [________]. We appreciate your cooperation in this matter. XXXXXXX PROPERTIES, L.P., a record of all deposits and transfers from the Clearing Account and furnish statements to Borrower and LenderMaryland limited partnership By: Xxxxxxx Properties, on Inc., a monthly basisMaryland corporation, of all such transactions.its sole general partner By:______________________________- Name: Title: SUBSTITUTE PROMISSORY NOTE A-l $92,528,688.00 June 26, 2003
Appears in 1 contract
Exh. A-1 The Clearing Account Bank assumes no duty to discharge any obligation of Borrower to Lender or others. If Clearing Bank disburses payments later than set forth herein, its liability for making late disbursements shall be an account not exceed the amount of each Borrower but shall be under the sole dominion and control of the Lender and any servicer (a "SERVICER") or other designee of the Lender named below or in a subsequent written notice from the Lender. The Clearing Account shall be assigned the federal tax identification number of the Borrower, interest which number is 00-0000000. You shall hold amounts would have been paid on deposit such funds if they had been deposited in the Clearing Account as agent for the Lender and in a timely manner. Clearing Bank shall not commingle such amounts be responsible for any consequential, incidental, indirect or special damage which would exceed this amount in connection with any other amounts held such disbursements deemed late, including, but not limited to, disbursements deemed late resulting from Clearing Bank's acts, nor shall Clearing Bank be responsible for any claim, loss, liability, cost, expense or delay caused by you on behalf equipment breakdown, electrical or mechanical failure, causes beyond Clearing Bank's reasonable control, the failure of either party to give Clearing Bank clear and explicit notices and instructions, or damages caused (in whole or in part) by the party seeking redress. Borrower and Lender understand and agree that the Clearing Account and the fees charged by Clearing Bank have been established in contemplation of the limitation on Clearing Bank's liability set forth in this paragraph. Except for events of Clearing Bank's negligence or willful misconduct (and in any such event, subject to the damage limitations set forth above), Borrower agrees to indemnify, defend and hold Clearing Bank, its parent, affiliates, subsidiaries, and their respective officers, employees and agents harmless from and against all claims, actions, damages, losses, liabilities and expenses (including reasonable attorney's fees and court costs) arising out of Clearing Bank's actions or omissions pursuant to this Agreement. The parties hereto agree that Clearing Bank's sole responsibility to Lender, Borrower, Manager or any third party for errors made by Clearing Bank in processing any Rents shall be to process a correcting entry in the next regularly scheduled processing of the work after receipt of notification from Lender or its designee, Borrower or any other person third party. Clearing Bank shall make every reasonable effort to deliver the advices, copies and reports required by this Instruction Letter by the mutually agreed upon time but does not guarantee a specific delivery time. Accordingly, Clearing Bank's sole responsibility to Lender or entityany third party with respect to the time of delivery of the advices, copies and reports required by this Instruction Letter shall be to deliver such advices, copies and reports as close to the mutually agreed upon time as may be reasonably practicable. If Clearing Bank is unable to debit the Clearing Account for any reason or if the Clearing Account contains insufficient funds from which to reimburse itself on a particular business day for any of the charges to the Clearing Account set forth on Schedule 2 attached hereto, Clearing Bank is entitled to recover the insufficiency from incoming funds deposited into the Clearing Account that business day. If, in accordance with standard operating proceduresupon the next business day, the Clearing Account may be established as a trust account for the benefit continues to contain insufficient funds, Borrower agrees to reimburse Clearing Bank promptly upon receiving Clearing Bank's notice of the Lender, Borrower directs that the Clearing Account same. Matters not covered by this letter shall be maintained as such an account. The Borrower hereby notifies the Clearing Bank that, determined in accordance with the Deed customary procedures of Trustthe Clearing Bank and in the event of a conflict between the terms of this letter and the customary procedures of the Clearing Bank, the Clearing Account terms of this letter shall govern. The undersigned also notifies you that the name and all amounts held therein from time to time, and all renewals, replacements and substitutions therefor, have been irrevocably pledged address of the current Servicer with respect to the Cash Management Agreement is: [Name of Servicer] [Address of Servicer] [Address of Servicer] Attention: ___________________ Telephone:_____________________ Facsimile:______________________ If you have any questions concerning this letter or the Cash Management Agreement, please contact______________of the Lender as additional at (____) __-__ or__________of the Servicer at (__)____-_____. The address of the current Manager is: __________________________ 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Please acknowledge receipt of this letter and your agreement to the terms described herein by executing and returning to the Borrower an acknowledgment in the form of Schedule 1 hereto. BORROWER: LIBRARY SQUARE ASSOCIATES, LLC, a Delaware limited liability company By: Bunker Hill Senior Mezzanine, LLC, a Delaware limited liability company, its sole member By: Bunker Hill Junior Mezzanine, LLC, a Delaware limited liability company, its sole member By: New BHE,LLC, a Delaware limited liability company, its sole member By: Xxxxxxx Properties, L.P., a Maryland limited partnership, its sole member By: Xxxxxxx Properties, Inc., a Maryland corporation, its sole general partner By:________________________ Name: Title: ACKNOWLEDGED AND AGREED: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation By:___________________________ Name: Title: SCHEDULE 1 FORM OF ACKNOWLEDGMENT ______________,2003 Library Square Associates, LLC 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Reference is made to that certain Clearing Bank Instruction Letter, dated ______________________________, 2003 (the "INSTRUCTION LETTER") from Library Square Associates, LLC (the "BORROWER"). I, [_______________], on behalf of_______________________ (the "BANK"), hereby acknowledge receipt of the instructions set forth in the Instruction Letter and notice of the pledges and security interest described therein. The Bank hereby agrees to perform the instructions set forth in the Instruction Letter upon the delivery by Greenwich Capital Financial Products, Inc. (the "LENDER") of the Instruction Letter. [INSERT SIGNATURE BLOCK OF BANK] LOCK BOX ADDRESS: Library Square Associates, LLC X.X. Xxx 000000 Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000 SCH. 1-1 SCHEDULE 2 CLEARING BANK FEES SCH. 2-1 EXHIBIT B FORM OF LESSEE PAYMENT DIRECTION LETTER [MANAGER LETTERHEAD] [Date] [Addressee] Re: Payment Direction Letter for [Property] Dear [_________]: [BORROWER], the owner of the [PROPERTY] (the "PROPERTY"), has mortgaged the Property to Greenwich Capital Financial Products, Inc. (together with its successors and assigns, the "LENDER") and has agreed that all rents due for the loan evidenced Property will be paid directly to a bank selected by the Deed of TrustLender. In connection with such pledgeTherefore, the Borrower hereby waives all right of withdrawal from the Clearing Account. The Borrower hereby irrevocably instructs and authorizes you, beginning on the first business day after the Sweep Commencement Date, to disburse on each business day of each week via the ACH System, if available, or otherwise by wire transfer[DATE], all amounts constituting available funds on deposit in rent to be paid by you under the Clearing Account [LEASE] between you and [BORROWER/MANAGER] (the "LEASE") should be sent directly to the following accountaddress: [ [Clearing Bank Name] [ [Lockbox Address] [ ] [ ] If transferring such amounts by All checks should be made out to the ACH System and if required by Clearing Bank, each such transfer shall "[BORROWER]". These payment instructions cannot be initiated by withdrawn or modified without the prior written consent of the Lender or by its agent (the Servicer"SERVICER"). If or pursuant to a joint written instruction from the Clearing Bank provides electronic data transfer services, the Clearing Bank shall provide the Lender Borrower and the Servicer access to the Clearing Bank's electronic data transfer system for purposes of effecting such transfers. At any time that funds may not be transferred as described above in this paragraph, the Clearing Bank shall transfer amounts by wire transfer of immediately available funds. The instructions set forth herein are irrevocable and are not subject to modification in any manner, except that the Lender or the Servicer mayServicer. Until you receive written instructions from the Lender or the Servicer, by written notice continue to you, amend send all rent payments due under the instructions contained herein. In the event that the Lease to [Clearing Bank fails Name]. All rent payments must be delivered to acknowledge that its procedures with respect to the Clearing Account are governed by this letter due to an objection to the terms hereof or otherwise, the Borrower hereby appoints the Lender as its attorney-in-fact with full authority to make reasonable changes to this letter and to execute on behalf of the Borrower any new modified letter acceptable to the proposed Clearing Bank. In accordance with the Clearing Bank's procedures, the [Clearing Bank shall maintain Name] no later than the day on which such amounts are due under the Lease. If you have any questions concerning this letter, please contact [_______] at [_______]. We appreciate your cooperation in this matter. XXXXXXX PROPERTIES, L.P., a record of all deposits and transfers from the Clearing Account and furnish statements to Borrower and LenderMaryland limited partnership By: Xxxxxxx Properties, on Inc., a monthly basisMaryland corporation, of all such transactions.its sole general partner By:___________________________ Name: Title: SUBSTITUTE PROMISSORY NOTE A-l $ 130,260,000.00 June 26, 2003
Appears in 1 contract
Exh. A-1 The Clearing Account Bank assumes no duty to discharge any obligation of Borrower to Lender or others. If Clearing Bank disburses payments later than set forth herein, its liability for making late disbursements shall be an account not exceed the amount of each Borrower but shall be under the sole dominion and control of the Lender and any servicer (a "SERVICER") or other designee of the Lender named below or in a subsequent written notice from the Lender. The Clearing Account shall be assigned the federal tax identification number of the Borrower, interest which number is 00-0000000. You shall hold amounts would have been paid on deposit such funds if they had been deposited in the Clearing Account as agent for the Lender and in a timely manner. Clearing Bank shall not commingle such amounts be responsible for any consequential, incidental, indirect or special damage which would exceed this amount in connection with any other amounts held such disbursements deemed late, including, but not limited to, disbursements deemed late resulting from Clearing Bank's acts, nor shall Clearing Bank be responsible for any claim, loss, liability, cost, expense or delay caused by you on behalf equipment breakdown, electrical or mechanical failure, causes beyond Clearing Bank's reasonable control, the failure of either party to give Clearing Bank clear and explicit notices and instructions, or damages caused (in whole or in part) by the party seeking redress. Borrower and Lender understand and agree that the Clearing Account and the fees charged by Clearing Bank have been established in contemplation of the limitation on Clearing Bank's liability set forth in this paragraph. Except for events of Clearing Bank's negligence or willful misconduct (and in any such event, subject to the damage limitations set forth above), Borrower agrees to indemnify, defend and hold Clearing Bank, its parent, affiliates, subsidiaries, and their respective officers, employees and agents harmless from and against all claims, actions, damages, losses, liabilities and expenses (including reasonable attorney's fees and court costs) arising out of Clearing Bank's actions or omissions pursuant to this Agreement. The parties hereto agree that Clearing Bank's sole responsibility to Lender, Borrower, Manager or any third party for errors made by Clearing Bank in processing any Rents shall be to process a correcting entry in the next regularly scheduled processing of the work after receipt of notification from Lender or its designee, Borrower or any other person third party. Clearing Bank shall make every reasonable effort to deliver the advices, copies and reports required by this Instruction Letter by the mutually agreed upon time but does not guarantee a specific delivery time. Accordingly, Clearing Bank's sole responsibility to Lender or entityany third party with respect to the time of delivery of the advices, copies and reports required by this Instruction Letter shall be to deliver such advices, copies and reports as close to the mutually agreed upon time as may be reasonably practicable. If Clearing Bank is unable to debit the Clearing Account for any reason or if the Clearing Account contains insufficient funds from which to reimburse itself on a particular business day for any of the charges to the Clearing Account set forth on Schedule 2 attached hereto, Clearing Bank is entitled to recover the insufficiency from incoming funds deposited into the Clearing Account that business day. If, in accordance with standard operating proceduresupon the next business day, the Clearing Account may be established as a trust account for the benefit continues to contain insufficient funds, Borrower agrees to reimburse Clearing Bank promptly upon receiving Clearing Bank's notice of the Lender, Borrower directs that the Clearing Account same. Matters not covered by this letter shall be maintained as such an account. The Borrower hereby notifies the Clearing Bank that, determined in accordance with the Deed customary procedures of Trustthe Clearing Bank and in the event of a conflict between the terms of this letter and the customary procedures of the Clearing Bank, the Clearing Account terms of this letter shall govern. The undersigned also notifies you that the name and all amounts held therein from time to time, and all renewals, replacements and substitutions therefor, have been irrevocably pledged address of the current Servicer with respect to the Cash Management Agreement is: [Name of Servicer] [Address of Servicer] [Address of Servicer] Attention: _______________ Telephone: _______________ Facsimile: _______________ If you have any questions concerning this letter or the Cash Management Agreement, please contact __________ of the Lender as additional at (___) ___-____ or ___________ of the Servicer at (___) ___-____. The address of the current Manager is: --------------------- 555 West Fifth Street, Suite 5000 Los Axxxxxx, Xxxxxxxxxx 00000 Xxxxxx xxxxxwledge receipt of this letter and your agreement to the terms described herein by executing and returning to the Borrower an acknowledgment in the form of Schedule 1 hereto. BORROWER: LIBRARY SQUARE ASSOCIATES, LLC, a Delaware limited liability company By: Bunker Hill Senior Mezzanine, LLC, a Delaware limited liability company, its sole member By: Bunker Hill Junior Mezzanine, LLC, a Delaware limited liability company, its sole member By: New BHE, LLC, a Delaware limited liability company, its sole member By: Maguire Properties, L.P., a Mxxxxxxx limited partnership, its sole member By: Maguire Properties, Inc., x Xxxyland corporation, its sole general partner By:_________________________ Name: Title: ACKNOWLEDGED AND AGREED: GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation By: __________________________________________________ Name: Title: SCHEDULE 1 XXXX XX XXXXXXXXXXXXXX ___________ __, 0000 Xxxxxxx Xxxxxx Associates, LLC 555 West Fifth Street, Suite 5000 Xxx Xxxxxxx, Xxxxfornia 90013 Grxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx, Xxx. 000 Xxxxxxxxx Xxxx Xxxxnwich, Connecticut 06830 Reference xx xxxx xx xxxx xxxxxxx Xxxxxxxx Xxxx Xxxxxxxxxon Letter, dated ____________, 2003 (the "INSTRUCTION LETTER") from Library Square Associates, LLC (the "BORROWER"). I, [____________], on behalf of ________________ (the "BANK"), hereby acknowledge receipt of the instructions set forth in the Instruction Letter and notice of the pledges and security interest described therein. The Bank hereby agrees to perform the instructions set forth in the Instruction Letter upon the delivery by Greenwich Capital Financial Products, Inc. (the "LENDER") of the Instruction Letter. [INSERT SIGNATURE BLOCK OF BANK] LOCK BOX ADDRESS: Library Square Associates, LLC P.O. Box 512690 Los Angeles, California 90051-0690 XXX. 0-0 SCHEDULE 2 CLEARING BANK FEES SCH. 2-1 EXHIBIT B FORM OF LESSEE PAYMENT DIRECTION LETTER [MANAGER LETTERHEAD] [Date] [Addressee] Re: Payment Direction Letter for [Property] Dear [______]: [BORROWER], the owner of the [PROPERTY] (the "PROPERTY"), has mortgaged the Property to Greenwich Capital Financial Products, Inc. (together with its successors and assigns, the "LENDER") and has agreed that all rents due for the loan evidenced Property will be paid directly to a bank selected by the Deed of TrustLender. In connection with such pledgeTherefore, the Borrower hereby waives all right of withdrawal from the Clearing Account. The Borrower hereby irrevocably instructs and authorizes you, beginning on the first business day after the Sweep Commencement Date, to disburse on each business day of each week via the ACH System, if available, or otherwise by wire transfer[DATE], all amounts constituting available funds on deposit in rent to be paid by you under the Clearing Account [LEASE] between you and [BORROWER/MANAGER] (the "LEASE") should be sent directly to the following accountaddress: [ [Clearing Bank Name] [ [Lockbox Address] [ ] [ ] If transferring such amounts by All checks should be made out to the ACH System and if required by Clearing Bank, each such transfer shall "[BORROWER]". These payment instructions cannot be initiated by withdrawn or modified without the prior written consent of the Lender or by its agent (the Servicer. If "SERVICER"), or pursuant to a joint written instruction from the Clearing Bank provides electronic data transfer services, the Clearing Bank shall provide the Lender Borrower and the Servicer access to the Clearing Bank's electronic data transfer system for purposes of effecting such transfers. At any time that funds may not be transferred as described above in this paragraph, the Clearing Bank shall transfer amounts by wire transfer of immediately available funds. The instructions set forth herein are irrevocable and are not subject to modification in any manner, except that the Lender or the Servicer mayServicer. Until you receive written instructions from the Lender or the Servicer, by written notice continue to you, amend send all rent payments due under the instructions contained herein. In the event that the Lease to [Clearing Bank fails Name]. All rent payments must be delivered to acknowledge that its procedures with respect to the Clearing Account are governed by this letter due to an objection to the terms hereof or otherwise, the Borrower hereby appoints the Lender as its attorney-in-fact with full authority to make reasonable changes to this letter and to execute on behalf of the Borrower any new modified letter acceptable to the proposed Clearing Bank. In accordance with the Clearing Bank's procedures, the [Clearing Bank shall maintain Name] no later than the day on which such amounts are due under the Lease. If you have any questions concerning this letter, please contact [______] at [______]. We appreciate your cooperation in this matter. MAGUIRE PROPERTIES, L.P., a record of all deposits and transfers from the Clearing Account and furnish statements to Borrower and LenderMaryland limitex xxxxxership By: Maguire Properties, on Inc., a monthly basisMaryland cxxxxxxxion, of all such transactions.its sole general partner By: ________________________________________ Name: Title:
Appears in 1 contract
