Common use of Lockbox Account Clause in Contracts

Lockbox Account. The Buyer hereby agrees to cause to be established and maintained the Lockbox Account. The Lockbox Account shall be an Eligible Bank Account established with the Lockbox Bank, titled “Quorum Federal Credit Union” and which shall be covered by a deposit account control agreement acceptable to, and by and among, the Seller, the Buyer and the Lockbox Bank. Servicer shall promptly pay, and hold Buyer harmless from, any fees assessed by the Lockbox Bank pursuant to Section 5 of the Deposit Account Control Agreement relating to the Lockbox Account, unless such amounts are paid or are payable to the Lockbox Bank pursuant to Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from the Lockbox Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In addition, Buyer covenants and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank without the prior written consent of the Seller or the initial Servicer. Seller and Buyer agree and acknowledge that Seller shall have “control” (within the meaning of the UCC) of the Lockbox Account in order to perfect the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given in accordance with Section 1(a) of the Deposit Account Control Agreement relating to the Lockbox Account. Buyer covenants and agrees to give immediate written notice to Seller and Servicer upon the occurrence of any such Buyer Trigger Event.

Lockbox Account. The Buyer hereby agrees (a) On or before the Closing Date, the Issuer shall establish and thereafter maintain with the Lockbox Account Bank a Lockbox Account (the "Lockbox Account"), in the name of the Indenture Trustee as secured party and under the sole dominion and control of the Indenture Trustee. Neither the Issuer nor the Property Manager shall have any right to cause to be established and maintained make withdrawals from the Lockbox Account. The On or before the Closing Date, the Lockbox Account shall be an Eligible Bank Account established with the Lockbox Bank, titled “Quorum Federal Credit Union” and which shall be covered by a deposit account control agreement acceptable to, and by and among, the Seller, the Buyer and the Issuer shall execute and deliver to the Indenture Trustee a Lockbox Bank. Servicer Account Agreement which provides, inter alia, that no party other than the Indenture Trustee shall promptly pay, and hold Buyer harmless from, any fees assessed by have the Lockbox Bank pursuant right to Section 5 of the Deposit Account Control Agreement relating to withdraw funds from the Lockbox Account, unless and (z) the Issuer shall send notices to each Tenant (the "Tenant Direction Notice") occupying space at any Property directing them to pay all Rent and other sums due under the Lease to which they are a party into the Lockbox Account. If, notwithstanding the Tenant Direction Notice, the Issuer, the Property Manager, the Master Servicer or the Special Servicer receives any Rents or any other moneys, cash, rights to deposit or savings accounts or other items of legal tender obtained from or for use in connection with the ownership or operation of the Properties at any time following the Closing Date, the Issuer hereby covenants to deposit or cause such Person to deposit all such amounts are paid or are payable to in the Lockbox Bank pursuant to Section 4.3(aAccount (other than any Tenant security deposits and Tenant escrows which shall be deposited in the appropriate Escrow Account) within 48 hours of this Agreementreceipt by the Issuer or such Person, as the case may be. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from If at any time the Lockbox Account Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to terminates the Lockbox Bank. In addition, Buyer covenants and agrees Account Agreement or otherwise resigns as Lockbox Account Bank in accordance with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank without the prior written consent of the Seller or the initial Servicer. Seller and Buyer agree and acknowledge that Seller shall have “control” (within the meaning of the UCC) terms of the Lockbox Account Agreement, the Issuer, with the Certificate Insurer's consent, shall establish a new Lockbox Account with a replacement Lockbox Account Bank, in order to perfect each case meeting the security interest granted by Buyer to Seller in requirements of this Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given in accordance with Section 1(a) of the Deposit Account Control Agreement relating to the Lockbox Account. Buyer covenants and agrees to give immediate written notice to Seller and Servicer upon the occurrence of any such Buyer Trigger Event3.01.

Lockbox Account. The Buyer hereby agrees to cause to be established (a) Each Individual Borrower shall establish and maintained maintain an account (individually or collectively as the context requires, the “Lockbox Account”) with a Lockbox Bank acceptable to Lender and Agent in their reasonable discretion, in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be an Eligible entitled “Inland Diversified Omaha Whispering Ridge, L.L.C. as Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of September 1, 2010 – Lockbox Account”, “Inland Diversified Lake City Commons, L.L.C. as Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of September 1, 2010 – Lockbox Account” and “Inland Diversified Elk Grove Calvine, L.L.C. as Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of September 1, 2010 – Lockbox Account”, as applicable. Each Individual Borrower, Lender and Lockbox Bank Account established with shall execute a Lockbox Agreement in form and substance acceptable to Lender whereby such Individual Borrower shall grant to Lender a first-priority security interest in the Lockbox Bank, titled “Quorum Federal Credit Union” Account and which shall be covered by a deposit account control agreement acceptable to, and by and among, the Seller, the Buyer all deposits at any time contained therein and the Lockbox Bank. Servicer shall promptly pay, proceeds thereof and hold Buyer harmless from, any fees assessed by the Lockbox Bank pursuant agrees take all actions necessary to Section 5 maintain in favor of the Deposit Account Control Agreement relating to Lender a perfected first priority security interest in the Lockbox Account, unless such amounts are paid including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Lender (or are payable Servicer on Lender’s behalf) shall have the sole right to the Lockbox Bank pursuant to Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice make withdrawals from the Lockbox Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In addition, Buyer covenants and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank without the prior written consent of the Seller or the initial Servicer. Seller all costs and Buyer agree expenses for establishing and acknowledge that Seller shall have “control” (within the meaning of the UCC) of maintaining the Lockbox Account in order to perfect the security interest granted shall be paid by Buyer to Seller in Section 1.8 aboveBorrower. Seller covenants and agrees with Buyer not to give any notice All monies now or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to hereafter deposited into the Lockbox Bank unless there Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given repaid in accordance with Section 1(a) of the Deposit Account Control Agreement relating to the Lockbox Account. Buyer covenants and agrees to give immediate written notice to Seller and Servicer upon the occurrence of any such Buyer Trigger Eventfull.

Lockbox Account. The Buyer hereby agrees (a) During the term of the Loan, Borrower shall on or prior to cause to be established the date hereof establish and maintained maintain an account (the “Lockbox Account”) with a Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be an Eligible Bank Account established with entitled “Grand Prix SILI II LLC, for the benefit of JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of June 9, 2014 – Lockbox Account” or such other title as may be acceptable to Lender in its discretion. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Bank, titled “Quorum Federal Credit Union” Account and which shall be covered by a deposit account control agreement acceptable to, and by and among, the Seller, the Buyer all deposits at any time contained therein and the Lockbox Bank. Servicer shall promptly pay, proceeds thereof and hold Buyer harmless from, any fees assessed by the Lockbox Bank pursuant will take all actions necessary to Section 5 maintain in favor of the Deposit Account Control Agreement relating to Lender a perfected first priority security interest in the Lockbox Account, unless such amounts are paid or are payable including, without limitation, filing UCC-1 Financing Statements and continuations thereof to the Lockbox Bank pursuant extent applicable. Lender and Servicer shall have the sole right to Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice make withdrawals from the Lockbox Bank of any change Account, provided, that so long as no Cash Sweep Period is in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In additioneffect, Buyer covenants and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank without the prior written consent of the Seller or the initial Servicer. Seller and Buyer agree and acknowledge that Seller shall have “control” (within the meaning of the UCC) of all amounts in the Lockbox Account in order shall be disbursed to perfect the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given Borrower in accordance with Section 1(a) of the Deposit Account Control Agreement relating to the Lockbox Account. Buyer covenants Agreements, and agrees to give immediate written notice to Seller and Servicer upon the occurrence of any such Buyer Trigger Cash Sweep Event, all amounts shall be disbursed to the Cash Management Account. All reasonable costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. The Lockbox Account shall at all times be an Eligible Account.

Lockbox Account. Prior to the execution and delivery of this Agreement, the Seller shall (i) establish and maintain at the Seller's expense (A) an account in the name of the Seller with a depository institution satisfactory to the Purchaser into which all Collections in respect of Medicaid, Medicare, CHAMPUS and CHAMPVA Receivables which are Purchased Receivables shall be deposited and an account in the name of the Seller with a depository institution satisfactory to the Purchaser into which all Collections in respect of Medicaid, Medicare, CHAMPUS and CHAMPVA Receivables which are other than Purchased Receivables shall be deposited (together, such accounts are referred to as the 'Medicare Lockbox Account') and (B) an account in the name of the Servicer into which all Collections in respect of Receivables other than Medicaid, Medicare, CHAMPUS and CHAMPVA Receivables and which are Purchased Receivables shall be deposited and an account in the name of the Servicer into which all Collections in respect of Receivables other than Medicaid, Medicare, CHAMPUS and CHAMPVA Receivables and which are other than Purchased Receivables shall be deposited (together, such accounts are referred to as the "Commercial Lockbox Account"); provided that neither the Seller nor the Servicer shall be permitted to withdraw any amounts from the Commercial Lockbox Account or change the procedures under the Lockbox Account Agreement except in the case of an assignment by the Purchaser of its interests herein under Section 10.3. The Buyer Medicare Lockbox Account and the Commercial Lockbox Account are referred to collectively in this Agreement as the 'Lockbox Account') and (ii) enter into the Lockbox Account Agreement. The provisions of the Lockbox Account Agreement described in the definition thereof may not be amended without the consent of the Trustee. The Seller hereby agrees to cause direct each Payor of each Receivable to be established and maintained remit all payments with respect to such Receivable for deposit in the Lockbox Account. The Commercial Lockbox Account shall be an Eligible Bank Account established with (other than the Lockbox BankPayors of Medicaid, titled “Quorum Federal Credit Union” Medicare, CHAMPUS and CHAMPVA Receivables which shall be covered by a directed to remit all payments with respect to such Receivables for deposit account control agreement acceptable to, and by and among, in the Seller, the Buyer and the Lockbox Bank. Servicer shall promptly pay, and hold Buyer harmless from, any fees assessed by the Lockbox Bank pursuant to Section 5 of the Deposit Account Control Agreement relating to the Medicare Lockbox Account, unless ) by delivering to such amounts are paid or are payable Payor a notice attached as Exhibit A hereto. The Seller further agrees not to the Lockbox Bank pursuant change such directive to Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from the Lockbox Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In addition, Buyer covenants and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank Payors without the prior written consent of the Purchaser and the Servicer. The Seller agrees not to terminate the Medicare Lockbox Account Agreement without first providing the Purchaser and the Servicer with written notice at least 30 days prior to the effective date of such termination. The Seller acknowledges that payments deposited in the Medicare Lockbox Account will be swept from the Medicare Lockbox Account to the Collection Account on a daily basis. The Seller hereby agrees not to change or direct the custodian thereof to modify such sweep order without first providing the Purchaser and the Servicer with written notice at least 30 days prior to the effective date of such change in sweep order. In the event the Seller terminates the Medicare Lockbox Account, changes the sweep order with respect to the Medicare Lockbox Account or the initial Servicer. Payors receive any instruction whatsoever from the Seller indicating that Collections with respect to the Receivables should be sent to any location other than the Lockbox Account, the Seller hereby acknowledges and Buyer agree agrees that such actions would be an express violation of this Agreement, would cause irreparable harm to the Purchaser for which there would be no adequate remedy at law, and acknowledge that Seller shall have “control” (within agrees and consents to grant the meaning Purchaser specific performance of the UCC) terms and provisions of this Agreement. The custodian of the Lockbox Account in order to perfect the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given in accordance with Section 1(a) of the Deposit Account Control Agreement relating to the Lockbox Account. Buyer covenants and agrees to give immediate written notice to Seller and Servicer may rely upon the occurrence of any such Buyer Trigger Eventterms and restrictions set forth in subsection 2.3(a).

Lockbox Account. The Buyer hereby agrees to cause to be established and maintained (a) Borrower shall establish and, during the term of the Loan, maintain one or more segregated Eligible Accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be an Eligible Bank Account established with the Lockbox Bank, titled “Quorum Federal Credit Union” and initially consist of four separate accounts which shall be covered by a deposit account control agreement acceptable toentitled (A) “Centro NP Holdings 12 SPE, LLC, et al. fbo JPMorgan Chase Bank, N.A., as Lender pursuant to Loan Agreement dated as of July 28, 2010 — Lockbox Account”, (B) “Centro NP Arbor Faire Owner, L.P., et al. fbo JPMorgan Chase Bank, N.A., as Lender pursuant to Loan Agreement dated as of July 28, 2010 — Lockbox Account”, (C) “Centro NP Augusta West Plaza, LLC, et al., as Borrower fbo JPMorgan Chase Bank, N.A., as Lender and pursuant to Loan Agreement dated as of July 28, 2010 — Lockbox Account”, and by (D) “Centro NP Holdings 11 SPE, LLC, et al. as Borrower fbo JPMorgan Chase Bank, NA, as Lender and amongpursuant to Loan Agreement dated as of July 28, 2010 — Lockbox Account”; provided, however, that such Lockbox Account shall have subaccounts thereof which include the Seller, name of each applicable Individual Property. Borrower hereby grants to Lender a first-priority security interest in the Buyer Lockbox Account and all deposits at any time contained therein and the Lockbox Bank. Servicer shall promptly pay, proceeds thereof and hold Buyer harmless from, any fees assessed by the Lockbox Bank pursuant will take all actions necessary to Section 5 maintain in favor of the Deposit Account Control Agreement relating to Lender a perfected first-priority security interest in the Lockbox Account, unless such amounts are paid or are payable to the Lockbox Bank pursuant to Section 4.3(a) of this Agreementincluding, without limitation, filing UCC-1 financing statements and continuations thereof. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from the Lockbox Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In addition, Buyer covenants Lender and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank without the prior written consent of the Seller or the initial Servicer. Seller and Buyer agree and acknowledge that Seller Servicer shall have “control” (within the meaning of the UCC) of the Lockbox Account in order sole right to perfect the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given in accordance with Section 1(a) of the Deposit Account Control Agreement relating to make withdrawals from the Lockbox Account. Buyer covenants All costs and agrees to give immediate written notice to Seller expenses of establishing and Servicer upon maintaining the occurrence of any such Buyer Trigger EventLockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement shall remain in effect and the Lockbox Account shall remain in existence until the Loan has been repaid in full.

Lockbox Account. The Buyer hereby agrees (a) Simultaneously with the occurrence of Completion of the Project, Borrower shall enter into a Lockbox Agreement with a Lockbox Bank selected by Borrower and acceptable to cause Lender. Thereafter, Borrower shall maintain the Lockbox Account for the term of the Loan, which Lockbox Account shall be under the sole dominion and control of Lender (subject to the terms hereof and of the Lockbox Agreement). Pursuant to the terms of the Lockbox Agreement, the Lockbox Bank shall, at the direction of Lender (which may not be established and maintained given until the first commencement of a Trigger Period hereunder), establish the Lockbox Account, which Lockbox Account shall be under the sole dominion and control of Lender (subject to the terms hereof and of the Lockbox Agreement); once established, Borrower shall maintain the Lockbox Account for the term of the Loan. The Lockbox Account shall be an Eligible Bank Account established with have a title evidencing the foregoing in a manner acceptable to Lender. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Bank, titled “Quorum Federal Credit Union” Account and which shall be covered by a deposit account control agreement acceptable to, and by and among, the Seller, the Buyer all deposits at any time contained therein and the Lockbox Bank. Servicer shall promptly pay, proceeds thereof and hold Buyer harmless from, any fees assessed by the Lockbox Bank pursuant will take all actions necessary to Section 5 maintain in favor of the Deposit Account Control Agreement relating to Lender a perfected first priority security interest in the Lockbox Account, unless such amounts are paid or are payable . Borrower hereby authorizes Lender to file UCC Financing Statements and continuations thereof to perfect Lender’s security interest in the Lockbox Bank pursuant to Section 4.3(a) of this AgreementAccount and all deposits at any time contained therein and the proceeds thereof. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from All costs and expenses for establishing and maintaining the Lockbox Bank of Account (or any change in Lockbox Bank’s charges pursuant to Section 12(asuccessor thereto) of the Deposit Account Control Agreement related to shall be paid by Bxxxxxxx. All monies now or hereafter deposited into the Lockbox BankAccount shall be deemed additional security for the Debt. In addition, Buyer covenants and agrees with Seller that Buyer Borrower shall not change, alter or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to modify either the Lockbox Bank Account or the Lockbox Agreement, in each case without the prior written consent of the Seller or the initial ServicerLender. Seller The Lockbox Agreement shall provide (and Buyer agree Borrower shall provide) Lender online access to bank and acknowledge that Seller shall have “control” (within the meaning of the UCC) of other financial statements relating to the Lockbox Account in order to perfect the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) (including, without limitation, a listing of the Deposit receipts being collected therein). In connection with any change of the Servicer for the Loan, Lender shall have the right to cause the Lockbox Account Control Agreement related to be entitled with such other designation as Lender may select to reflect an assignment or transfer of Lxxxxx’s rights and/or interests with respect to the Lockbox Bank unless there has been Account or the occurrence appointment of a Buyer Trigger Eventnew Servicer, as applicable. Seller Lender shall give Buyer immediate provide Borrower with prompt written notice of any notice given in accordance with Section 1(a) such renaming of the Deposit Account Control Agreement relating to the Lockbox Account. Buyer covenants Borrower shall not further pledge, assign or grant any security interest in the Lockbox 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 Lender as the secured party, to be filed with respect thereto. The Lockbox Account (i) shall be an Eligible Account and agrees to give immediate written notice to Seller and Servicer upon the occurrence of any such Buyer Trigger Event(ii) shall not be commingled with other monies held by Borrower or Lockbox Bank.

Lockbox Account. The Buyer hereby agrees (a) During the term of the Loan, Borrower shall cause Master Lessee to cause to be established establish and maintained maintain an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Borrower and of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be an Eligible Bank Account established with entitled “Xxxxx National HP N-Xxxxxxx MT, LLC, for the benefit of JPMorgan Chase Bank, National Association, as Lender - Lockbox Account”. Master Lessee shall grant to Borrower, as security for Master Lessee’s obligations under the Master Lease, a first-priority security interest in the Lockbox Bank, titled “Quorum Federal Credit Union” Account and which shall be covered by a deposit account control agreement acceptable to, and by and among, the Seller, the Buyer all deposits at any time contained therein and the Lockbox Bank. Servicer shall promptly payproceeds thereof and will take all actions necessary to maintain in favor of Borrower and of Lender, and hold Buyer harmless fromas Borrower’s assignee, any fees assessed by the Lockbox Bank pursuant to Section 5 of the Deposit Account Control Agreement relating to a perfected first priority security interest in the Lockbox Account, unless such amounts are paid or are payable including, without limitation, 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 Lockbox Bank pursuant Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to Section 4.3(a) maintain in favor of this AgreementLender a perfected first priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Buyer All costs and expenses for establishing and maintaining the Lockbox Account shall provide prompt written notice be paid by Borrower or Master Lessee. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for Master Lessee’s obligations under the Master Lease, and, to Seller upon Buyerthe extent of Borrower’s receipt interest therein, additional security for the Debt; provided that, unless a Cash Sweep Period is in effect, all funds in the Lockbox Account, less the reasonable fees of written notice from the Lockbox Bank of and any change in Lockbox Bankminimum balance required to be maintained therein, shall be wire transferred each Business Day to Master Lessee’s charges operating account specified pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox BankAgreement. In addition, Buyer covenants The Lockbox Agreement and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank without the prior written consent of the Seller or the initial Servicer. Seller and Buyer agree and acknowledge that Seller shall have “control” (within the meaning of the UCC) of the Lockbox Account shall remain in order to perfect effect until the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there Loan has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given repaid or defeased in accordance with Section 1(a) of the Deposit Account Control Agreement relating to the Lockbox Account. Buyer covenants and agrees to give immediate written notice to Seller and Servicer upon the occurrence of any such Buyer Trigger Eventfull.

Lockbox Account. Prior to the execution and deliver of this Agreement, the Seller shall (i) establish and maintain at the Seller's expense (A) an account in the name of the Seller with a depository institution satisfactory to the Purchaser (the "Medicare Lockbox Account") into which all Collections in respect of Medicaid, Medicare and CHAMPUS Receivables shall be deposited and (B) an account in the name of the Servicer into which all Collections from Eligible Payors in respect of other Receivables shall be deposited (the "Commercial Lockbox Account"); provided that neither the Seller nor the Servicer shall be permitted to withdraw any amounts from the Commercial Lockbox Account or change the procedures under the Lockbox Account Agreement except in the case of an assignment by the Purchaser of its interests herein under Section 10.3. The Buyer Medicare Lockbox Account and the Commercial Lockbox Account are referred to collectively in this Agreement as the "Lockbox Account") and (ii) enter into the Lockbox Account Agreement. The provisions of the Lockbox Account Agreement described in the definition thereof may not be amended without the consent of the Trustee. The Seller hereby agrees to cause direct each Payor of an Eligible Receivable to be established and maintained remit all payments with respect to such Receivable for deposit in the Lockbox Account. The Commercial Lockbox Account shall be an Eligible Bank Account established with (other than the Lockbox BankPayors of Medicaid, titled “Quorum Federal Credit Union” Medicare and CHAMPUS Receivables which shall be covered by a directed to remit all payments with respect to such Receivables for deposit account control agreement acceptable to, and by and among, in the Seller, the Buyer and the Lockbox Bank. Servicer shall promptly pay, and hold Buyer harmless from, any fees assessed by the Lockbox Bank pursuant to Section 5 of the Deposit Account Control Agreement relating to the Medicare Lockbox Account, unless ) by delivering to such amounts are paid or are payable Payor a notice attached as Exhibit A. The Seller further agrees not to the Lockbox Bank pursuant change such directive to Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from the Lockbox Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In addition, Buyer covenants and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank Payors without the prior written consent of the Seller or the initial Servicer. Seller and Buyer agree and acknowledge that Seller shall have “control” (within the meaning of the UCC) of the Lockbox Account in order to perfect the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given in accordance with Section 1(a) of the Deposit Account Control Agreement relating to the Lockbox Account. Buyer covenants and agrees to give immediate written notice to Seller and Servicer upon the occurrence of any such Buyer Trigger Event.Purchaser

Lockbox Account. The Buyer hereby agrees Borrower will, except as provided in herein, by not later than the Closing Date, replace any existing depository accounts with a lock box account (the "Lockbox Account") under the control of the Agent in the name of the Borrower and direct its account debtors and obligors on instruments or other obligors of the Borrower with respect to cause any of the Collateral, pursuant to a form of notification letter (a "Direct Collection Letter") in substantially the form of EXHIBIT E which Direct Collection Letter shall be established and maintained deemed to satisfy the requirements of Section 4.2 of the Lockbox Agreement, to make all payments on or with respect to any of the Collateral due or to become due to the Borrower directly to the Lockbox Account. The Borrower hereby agrees that such directions cannot be revoked or otherwise varied without the consent of the Agent. The Borrower further agrees that all such payments received in such Lockbox Account shall will be an Eligible Bank Account established with the sole and exclusive property of the Agent for the benefit of the Agent and the Banks, except to the extent expressly provided herein or therein. If, notwithstanding the issuance of such Direct Collection Letters, the Borrower receives any cash proceeds of any of the Collateral, whether in the form of money, checks or otherwise, the Borrower will hold such cash proceeds in trust for the benefit of the Agent and the Banks and turn such cash proceeds promptly over to the Agent in the identical form received to be deposited in the Lockbox Bank, titled “Quorum Federal Credit Union” and which shall be covered by a deposit account control agreement acceptable to, and by and among, the Seller, the Buyer and the Lockbox BankAccount. Servicer shall promptly pay, and hold Buyer harmless from, Upon receipt of any fees assessed by the Lockbox Bank pursuant to Section 5 of the Deposit Account Control Agreement relating to funds in the Lockbox Account, unless such amounts are paid or are payable the Agent is hereby directed to: (i) first, on each date on which the Borrower is required to the Lockbox Bank make a payment pursuant to Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from the Lockbox Bank of any change in Lockbox Bank’s charges pursuant to 2.3, Section 12(a) of the Deposit Account Control Agreement related 2.5 and Section 3.1 hereunder, and to the Lockbox Bank. In additionextent on such date the Agent determines that good funds have been received, Buyer covenants and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under apply the Deposit Account Control Agreement related to the Lockbox Bank without the prior written consent of the Seller or the initial Servicer. Seller and Buyer agree and acknowledge that Seller shall have “control” (within the meaning of the UCC) of funds in the Lockbox Account to the payment of the amounts then due and payable pursuant to 2.3, Section 2.5 and Section 3.1 hereunder; (ii) second, on the thirtieth (30th) Business Day (or such earlier time as the Borrower may authorize) following a written notice by the Agent to the Borrower setting forth the amount of any fees, expenses and other payments to be made hereunder (other than pursuant to (i) above) and a brief explanation of such amounts, and to the extent on such date the Agent determines that good funds have been received, apply the funds in order the Lockbox Account to perfect the payment of any such amounts; (iii) third, to the extent funds in the Cash Collateral Account are less than the Working Capital Reserve, deposit to the Cash Collateral Account an amount equal to the shortfall in the Working Capital Reserve, to be invested or applied in accordance with the terms of the Cash Collateral Agreement; (iv) fourth, deposit to an operating account of the Borrower maintained with the Agent (the "Operating Account") all unpaid amounts owing by the Borrower to any Person that have accrued up to and including such date (including, without limitation, accrued interest on the Loan) and accrued fees and expenses of the Borrower to any Person (such deposited amounts, collectively, the "Accrued Amounts"); and (v) fifth, if no Default or Event of Default shall have occurred and be continuing, deposit any amounts in the Lockbox Account that have not been applied pursuant to clauses (i), (ii), (iii) and (iv) above, in the Operating Account or as otherwise directed by the Borrower from time to time. For purposes of the foregoing provisions of this Section 6.16 the Agent shall not be deemed to have received any such cash proceeds on any day unless received by the Agent before 3:00 p.m. (Boston time) on such day. The Borrower further acknowledge and agree that any provisional credit shall be subject to reversal if final collection in good funds of the related item is not received by the Agent in accordance with the Agent's customary procedures and practices for collecting provisional items. The parties hereto hereby agree that, notwithstanding anything to the contrary herein or any of the other Loan Documents, (i) any amounts deposited in the Operating Account shall be automatically released from the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants the Agent under the Loan Documents, (ii) the Operating Account and agrees with Buyer any amounts held therein shall not be subject to give any notice or instruction referenced in Section 1(a) a security interest of the Deposit Agent under the Loan Documents and (iii) all amounts held in the Operating Account Control Agreement related shall be applied by the Borrower in its sole discretion from time to time; PROVIDED, HOWEVER, the Lockbox Bank unless there has Borrower agrees that it will maintain in the Operating Account and in investments permitted by Section 7.3 an aggregate amount at least equal to Accrued Amounts representing accrued and unpaid amounts referred to in subparagraph (iv) above that have not been paid or satisfied by payment by the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given in accordance with Section 1(a) of the Deposit Borrower from such Operating Account Control Agreement relating to the Lockbox Account. Buyer covenants and agrees to give immediate written notice to Seller and Servicer upon the occurrence of any such Buyer Trigger Eventor otherwise.

Lockbox Account. The Buyer hereby agrees Prior to cause the date on which any Loan is transferred to be established the Trust, the Servicer shall require each of the Obligors under such Loan to make all payments under such Loan or otherwise in connection with the Trust Estate, including any and maintained all payments of late fees, directly to the Lockbox Accountin the name of the Indenture Trustee. In the event that any Servicer resigns or is replaced, then if the place for payment pursuant to any Loan is changed, the successor Servicer shall give each related Obligor prompt written notice of its appointment and the address, if not the Lockbox, to which such Obligor should make payments to each such Loan. The Servicer shall no later than 15 days after the Closing Date direct each obligor which is not an Obligor, to make all payments to an address other than the Lockbox. The Servicer is hereby expressly authorized and empowered by the Owner of the Loans, without the need of prior consent or authorization, to withdraw immediately from the Collection Account any payment received and deposited into the Collection Account which is not a payment with respect to the Loans or the Trust Estate. The Servicer shall certify in writing to the Indenture Trustee that such withdrawal is pursuant to this Section 3.12(b). The Servicer and the Indenture Trustee shall direct the Lockbox Bank to transfer all available amounts in the Lockbox Account by wire transfer into the Collection Account no later than the second Business Day following the date of receipt thereof. The Servicer Certificate shall be specify the amounts transferred into the Collection Account with respect to the immediately preceding Monthly Period. The Servicer shall deposit into the Lockbox Account all Collections received by it relating to the period after the applicable Cutoff Date within two Business Days of such receipt. The parties hereto agree that, in the event (i) ALS, an Eligible Bank affiliate of ALS or a successor to ALS pursuant to Section 7.02 is no longer the Servicer or (ii) any Rating Agency has indicated that maintenance of the Lockbox or the Lockbox Account established with the then current Lockbox Bank could result in a downgrading of the Notes, at the request of the Controlling Party, the Servicer shall designate a new Lockbox Bank acceptable to the Controlling Party and shall promptly thereafter (A) establish a new Lockbox and Lockbox Account in the name and under the sole dominion and control of the Indenture Trustee with such new Lockbox Bank, titled “Quorum Federal Credit Union” and which shall be covered by a deposit account control agreement acceptable to(B) instruct all Obligors to make payments under the Loans or otherwise in connection with the Trust Estate directly to such new Lockbox, and by and among(iii) enter into a Lockbox Agreement with such new Lockbox Bank satisfactory to the Controlling Party. In such event, the Seller, Indenture Trustee shall promptly send a termination notice to the Buyer and existing Lockbox Bank to terminate the Lockbox Bank. Servicer shall promptly pay, and hold Buyer harmless from, any fees assessed by Agreement with the existing Lockbox Bank pursuant to Section 5 of the Deposit Account Control Agreement relating to the Lockbox Account, unless such amounts are paid or are payable to the Lockbox Bank pursuant to Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s following receipt of written notice an instruction to such effect from the Lockbox Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In addition, Buyer covenants and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank without the prior written consent of the Seller or the initial Servicer. Seller and Buyer agree and acknowledge that Seller shall have “control” (within the meaning of the UCC) of the Lockbox Account in order to perfect the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given in accordance with Section 1(a) of the Deposit Account Control Agreement relating to the Lockbox Account. Buyer covenants and agrees to give immediate written notice to Seller and Servicer upon the occurrence of any such Buyer Trigger EventControlling Party.

Lockbox Account. The Buyer hereby agrees (a) Upon thirty (30) days prior notice from Lender to cause Borrower that a lockbox account shall be required in connection with a Securitization or upon the occurrence and continuance of an Event of Default, Borrower shall establish and maintain a segregated Eligible Account (the "LOCKBOX ACCOUNT") to be established held by the Servicer in the trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and maintained the Lockbox Accountcontrol of Lender. The Lockbox Account shall be an Eligible Bank Account established with entitled "BA Parkway Associates II, L.P., as Borrower, and Xxxxxx Brothers Holdings Inc., as Lender, pursuant to Loan Agreement dated as of August 12, 1997 - Lockbox Account" and the title of the Lockbox Bank, titled “Quorum Federal Credit Union” and which Account shall be covered by modified as necessary to include the name of any Additional Borrower becoming an Individual Borrower in connection with a deposit account control agreement acceptable to, Subsequent Advance after the date hereof. Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and by and among, the Seller, the Buyer all deposits at any time contained therein and the Lockbox Bank. Servicer shall promptly pay, proceeds thereof and hold Buyer harmless from, any fees assessed by the Lockbox Bank pursuant will take all actions necessary to Section 5 maintain in favor of the Deposit Account Control Agreement relating to Lender a perfected first priority security interest in the Lockbox Account, unless such amounts are paid including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or are payable to modify the Lockbox Bank pursuant Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice make withdrawals from the Lockbox Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In addition, Buyer covenants and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank without the prior written consent of the Seller or the initial Servicer. Seller all costs and Buyer agree expenses for establishing and acknowledge that Seller shall have “control” (within the meaning of the UCC) of maintaining the Lockbox Account in order to perfect the security interest granted shall be paid by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given in accordance with Section 1(a) of the Deposit Account Control Agreement relating to the Lockbox Account. Buyer covenants and agrees to give immediate written notice to Seller and Servicer upon the occurrence of any such Buyer Trigger EventBorrower.

Lockbox Account. The Buyer hereby agrees to cause to be established (a) Borrower shall execute and maintained deliver the Lockbox Agreement establishing an account controlled by Lender (the “Lockbox Account. The ”) at an institution reasonably satisfactory to Lender (the “Lockbox Account shall be an Eligible Bank Account established with Bank”) pursuant to the Lockbox Bank, titled “Quorum Federal Credit Union” and Agreement. Borrower shall execute payment direction letters which shall be covered held by a deposit account control agreement acceptable to, and by and among, the Seller, the Buyer and the Lockbox Bank. Servicer shall promptly pay, and hold Buyer harmless from, any fees assessed by the Lockbox Bank pursuant to Section 5 of the Deposit Account Control Agreement relating to the Lockbox Account, unless such amounts are paid or are payable to the Lockbox Bank pursuant to Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from the Lockbox Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In addition, Buyer covenants and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank without the prior written consent of the Seller or the initial Servicer. Seller and Buyer agree and acknowledge that Seller shall have “control” (within the meaning of the UCC) of the Lockbox Account in order to perfect the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there has been Lender until the occurrence of a Buyer Trigger Event. Seller Lender shall give Buyer immediate not, prior to the occurrence of a Trigger Event, deliver such payment direction letters to any tenants of the Project and Lender shall notify any servicer of the Loan that such payment direction letters must be held until a Trigger Event has occurred. Upon the occurrence and during the continuance of a Trigger Event first occurring after the first Loan Year, unless Borrower delivers to Lender within three (3) Business Days after written notice from Lender (i) a Letter of any notice given Credit in accordance with Section 1(athe amount of $842,233.00 (the “Tax and Insurance Escrow Letter of Credit”) and (ii) a Letter of Credit in the Deposit Account Control Agreement relating amount of $1,240,000.00 (the “Replacement and Rollover Escrow Letter of Credit”), Lender shall have the right to forward such payment direction letters to all tenants under the leases at the Project and all lease guarantors directing such parties to pay all Rents and all sums due Borrower under the leases at the Project (the “Leases”) to the Lockbox Account. Buyer covenants Until expended or applied, amounts held in the Lockbox Account shall constitute additional security for the Debt. Borrower shall not be entitled to make any withdrawals from the Lockbox Account and agrees funds shall be distributed to give immediate written notice Lender as provided in Section 2.5(d) below. Lender shall have a first priority perfected security interest in the Lockbox Account and all sums deposited therein. Borrower shall pay all reasonable costs and expenses imposed by the Lockbox Bank and reasonable out-of-pocket expenses of Lender in connection with establishing and administering the Lockbox Account. Borrower shall have the right at any time during the continuance of a Trigger Event to Seller deliver the Tax and Servicer Insurance Letter of Credit and the Replacement and Rollover Letter of Credit and upon delivery of such Letters of Credit the lockbox procedures implemented pursuant to Section 2.5 shall, until the occurrence of any such Buyer a subsequent Trigger Event, cease and all such sums on deposit in the Lockbox Account and the Net Cash Flow Escrow shall be remitted to Borrower.

Lockbox Account. Prior to the execution and delivery of this Agreement, the Seller shall (i) establish and maintain at the Seller's expense (A) an account in the name of the Seller with a depository institution satisfactory to the Purchaser (the "Medicare Lockbox Account") into which all Collections in respect of Medicaid, Medicare and CHAMPUS Receivables shall be deposited and (B) an account in the name of the Servicer into which all Collections from Eligible Payors in respect of other Receivables shall be deposited (the "Commercial Lockbox Account"); provided that neither the Seller nor the Servicer shall be permitted to withdraw any amounts from the Commercial Lockbox Account or change the procedures under the Lockbox Account Agreement except in the case of an assignment by the Purchaser of its interests herein under 12.3. The Buyer Medicare Lockbox Account and the Commercial Lockbox Account are referred to collectively in this Agreement as the "Lockbox Account") and (ii) enter into the Lockbox Account Agreement. The provisions of the Lockbox Account Agreement described in the definition thereof may not be amended without the consent of the Trustee. The Seller hereby agrees to cause direct each Payor of an Eligible Receivable to be established and maintained remit all payments with respect to such Receivable for deposit in the Lockbox Account. The Commercial Lockbox Account shall be an Eligible Bank Account established with (other than the Lockbox BankPayors of Medicaid, titled “Quorum Federal Credit Union” Medicare and CHAMPUS Receivables which shall be covered by a directed to remit all payments with respect to such Receivables for deposit account control agreement acceptable to, and by and among, in the Seller, the Buyer and the Lockbox Bank. Servicer shall promptly pay, and hold Buyer harmless from, any fees assessed by the Lockbox Bank pursuant to Section 5 of the Deposit Account Control Agreement relating to the Medicare Lockbox Account, unless ) by delivering to such amounts are paid or are payable Payor a notice attached as Exhibit A hereto. The Seller further agrees not to the Lockbox Bank pursuant change such directive to Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from the Lockbox Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In addition, Buyer covenants and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank Payors without the prior written consent of the Purchaser and the Servicer. The Seller agrees not to terminate the Medicare Lockbox Account Agreement without first providing the Purchaser and the Servicer with written notice at least 30 days prior to the effective date of such termination. The Seller acknowledges that payments deposited in the Medicare Lockbox Account will be swept from the Medicare Lockbox Account to the Collection Account on a daily basis. The Seller hereby agrees not to change or direct the custodian thereof to modify such sweep order without first providing the Purchaser and the Servicer with written notice at least 30 days prior to the effective date of such change in sweep order. In the event the Seller terminates the Medicare Lockbox Account, changes the sweep order with respect to the Medicare Lockbox Account or the initial Servicer. Payors receive any instruction whatsoever from the Seller indicating that Collections with respect to the Eligible Receivables should be sent to any location other than the Lockbox Account, the Seller hereby acknowledges and Buyer agree agrees that such actions would be an express violation of this Agreement, would cause irreparable harm to the Purchaser for which there would be no adequate remedy at law, and acknowledge that Seller shall have “control” (within agrees and consents to grant the meaning Purchaser specific performance of the UCC) terms and provisions of this Agreement. The custodian of the Lockbox Account in order to perfect the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given in accordance with Section 1(a) of the Deposit Account Control Agreement relating to the Lockbox Account. Buyer covenants and agrees to give immediate written notice to Seller and Servicer may rely upon the occurrence of any such Buyer Trigger Eventterms and restrictions set for in subsection 4.3(a).

Lockbox Account. The Buyer hereby agrees to cause to be established and maintained (a) Borrower shall establish and, during the term of the Loan, maintain one or more segregated Eligible Accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be an Eligible Bank Account established with the Lockbox Bank, titled “Quorum Federal Credit Union” and initially consist of four separate accounts which shall be covered by a deposit account control agreement acceptable toentitled (A) “Centro NP Holdings 12 SPE, LLC, et al. fbo JPMorgan Chase Bank, N.A., as Lender pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”, (B) “Centro NP Arbor Faire Owner, L.P., et al. fbo JPMorgan Chase Bank, N.A., as Lender pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”, (C) “Centro NP Augusta West Plaza, LLC, et al., as Borrower fbo JPMorgan Chase Bank, N.A., as Lender and pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”, and by (D) “Centro NP Holdings 11 SPE, LLC, et al. as Borrower fbo JPMorgan Chase Bank, N.A., as Lender and amongpursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”; provided, however, that such Lockbox Account shall have subaccounts thereof which include the Seller, name of each applicable Individual Property. Borrower hereby grants to Lender a first-priority security interest in the Buyer Lockbox Account and all deposits at any time contained therein and the Lockbox Bank. Servicer shall promptly pay, proceeds thereof and hold Buyer harmless from, any fees assessed by the Lockbox Bank pursuant will take all actions necessary to Section 5 maintain in favor of the Deposit Account Control Agreement relating to Lender a perfected first-priority security interest in the Lockbox Account, unless such amounts are paid or are payable to the Lockbox Bank pursuant to Section 4.3(a) of this Agreementincluding, without limitation, filing UCC-1 financing statements and continuations thereof. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from the Lockbox Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In addition, Buyer covenants Lender and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank without the prior written consent of the Seller or the initial Servicer. Seller and Buyer agree and acknowledge that Seller Servicer shall have “control” (within the meaning of the UCC) of the Lockbox Account in order sole right to perfect the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given in accordance with Section 1(a) of the Deposit Account Control Agreement relating to make withdrawals from the Lockbox Account. Buyer covenants All costs and agrees to give immediate written notice to Seller expenses of establishing and Servicer upon maintaining the occurrence of any such Buyer Trigger EventLockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement shall remain in effect and the Lockbox Account shall remain in existence until the Loan has been repaid in full.

Lockbox Account. (i) The Buyer hereby agrees to Servicer has established and shall maintain a segregated account with a Lockbox Account Bank titled "CNL Financial Services, LP, as Servicer". (ii) The Borrower, the Servicer and the Transferring Affiliates, as the case may be, shall instruct (or cause to be established and maintained instructed) all Obligors to make all payments on the Lockbox Account. The Lockbox Account shall be an Eligible Bank Account established with the Lockbox Bank, titled “Quorum Federal Credit Union” and which shall be covered by a deposit account control agreement acceptable to, and by and among, the Seller, the Buyer and the Lockbox Bank. Servicer shall promptly pay, and hold Buyer harmless from, any fees assessed by the Lockbox Bank pursuant to Section 5 of the Deposit Account Control Agreement relating Pledged Receivables to the Lockbox Account or Lockbox, as the case may be, by wire transfer, ACH transfer, check or other means acceptable to the Lender, and all Collections on Pledged Receivables will, pending remittance to the Collection Account, unless be held for the benefit of the Collateral Agent and immediately after such amounts are paid or are payable proceeds have cleared and become available in accordance with the policies of the Lockbox Account Bank, shall be transferred to the Lockbox Bank pursuant Collection Account. (iii) The Borrower and Servicer will deposit or cause to Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from be deposited in the Lockbox Account all cash, checks, money orders, wire transfers, Collections or other Proceeds received by the Borrower and the Servicer (and not the lockbox Account Bank) in respect of Pledged Receivables immediately upon the receipt thereof in the original form received (if other than cash). Until so deposited, all such proceeds shall be held in trust for the Collateral Agent by the Borrower or Servicer, as the case may be. (iv) In the event that any Lockbox Agreement terminates for any reason or any Lockbox Account Bank of any change in Lockbox Bank’s charges pursuant fails to Section 12(a) of the Deposit Account Control Agreement related to comply with its obligations under the Lockbox BankAgreement for any reason, then the Borrower shall promptly notify all Obligors to make all future payments to another existing Lockbox Account or to a new Lockbox Account established in accordance with the following sentence. In addition, Buyer covenants and agrees with Seller that Buyer The Borrower shall not change, or permit to be changed, establish any processing instructions under the Deposit new Lockbox Account Control Agreement related to the Lockbox Bank without unless (1) it has received the prior written consent of the Seller or Deal Agent and the initial Servicer. Seller Collateral Agent, (2) such new Lockbox Account is established with a Lockbox Account Bank satisfactory to the Deal Agent and Buyer agree the Collateral Agent, and acknowledge that Seller shall have “control” (within 3) the meaning of the UCC) of Deal Agent has received a Lockbox Agreement covering such new account duly executed and delivered by the Lockbox Account in order to perfect Bank, the security interest granted by Buyer to Seller in Section 1.8 aboveServicer and the Borrower. Seller covenants and agrees with Buyer The Borrower shall not to give close any notice or instruction referenced in Section 1(a) Lockbox Account without the prior consent of the Deposit Deal Agent unless all Obligors have previously been instructed to remit payments to a different Lockbox Account Control Agreement related and the Lockbox Account Bank has agreed in writing to forward any payments received to the Lockbox Bank unless there has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given in accordance with Section 1(a) of the Deposit Account Control Agreement relating to the new Lockbox Account. Buyer covenants and agrees to give immediate written notice to Seller and Servicer upon the occurrence of any such Buyer Trigger Event.(b)......

Lockbox Account. The Buyer Borrower shall establish by the Closing Date and maintain at the Borrower’s expense an interest-bearing lockbox deposit account (the “Lockbox Account”) with Agent. Following the occurrence of an Event of Default, all Cash Receipts to be received by Borrower shall be deposited, and Borrower shall direct (and hereby agrees to cause direct) each payor of any Cash Receipts now and in the future to be established and maintained the make payment to such Lockbox Account. The Lockbox Account Borrower hereby irrevocably appoints Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an Eligible Bank Account established with interest until the Lockbox Bank, titled “Quorum Federal Credit Union” and which shall be covered by a deposit account control agreement acceptable to, and by and among, the Seller, the Buyer commitments hereunder have expired or been terminated and the Lockbox Bank. Servicer shall promptly pay, principal of and hold Buyer harmless from, any interest on each Loan and all fees assessed by the Lockbox Bank pursuant to Section 5 of the Deposit Account Control Agreement relating to the Lockbox Account, unless such payable hereunder and all other amounts are paid or are payable to the Lockbox Bank pursuant to Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from the Lockbox Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In addition, Buyer covenants and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank without the prior written consent of the Seller or the initial Servicer. Seller and Buyer agree and acknowledge that Seller Loan Documents shall have “control” been paid in full (within the meaning of the UCC) of the Lockbox Account in order to perfect the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there other than contingent indemnification obligations for which no claim has been asserted)) to address any direction letter or letter-in-lieu of division order executed by Borrower that Agent may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from Borrower’s Oil and Gas Properties at any time any Loan is outstanding. Upon the occurrence of a Buyer Trigger EventTriggering Default or in connection with the exercise of Agent’s remedies pursuant to Section 10.2. Seller shall give Buyer immediate written notice (a) hereof, Agent will be authorized and entitled, in its sole and uncontrolled discretion, to (i) collect payments and revenues derived from all of Borrower’s accounts maintained with Agent, (ii) sweep on a daily basis all cash in any notice given in accordance with Section 1(aCollateral Account to be applied against the balance then outstanding on the Loans, and (iii) deliver any letter-in-lieu of division order or direction letter executed by a member of Borrower that Agent may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Deposit Borrower’s Oil and Gas Properties. While an Event of Default exists, Agent also has the right to block each Collateral Account Control Agreement relating to the Lockbox such that Borrower is prohibited from making any withdrawals or disbursements from any Collateral Account. Buyer covenants and agrees to give immediate written Agent shall send notice to Seller and Servicer upon Borrower after the occurrence of any such Buyer Trigger Eventan Event of Default.

Lockbox Account. Prior to the execution and delivery of this Agreement, the Seller shall (i) establish and maintain at the Seller's expense (A) an account in the name of the Seller with a depository institution satisfactory to the Purchaser (the "Medicare Lockbox Account") into which all Collections in respect of Medicaid, Medicare and CHAMPUS Receivables shall be deposited and (B) an account in the name of the Servicer into which all Collections from Eligible Payors in respect of other Receivables shall be deposited (the "Commercial Lockbox Account"); provided that neither the Seller nor the Servicer shall be permitted to withdraw any amounts from the Commercial Lockbox Account or change the procedures under the Lockbox Account Agreement except in the case of an assignment by the Purchaser of its interests herein under Section 12.3. The Buyer Medicare Lockbox Account and the Commercial Lockbox Account are referred to collectively in this Agreement as the "Lockbox Account") and (ii) enter into the Lockbox Account Agreement. The provisions of the Lockbox Account Agreement described in the definition thereof may not be amended without the consent of the Trustee. The Seller hereby agrees to cause direct each Payor of an Eligible Receivable to be established and maintained remit all payments with respect to such Receivable for deposit in the Lockbox Account. The Commercial Lockbox Account shall be an Eligible Bank Account established with (other than the Lockbox BankPayors of Medicaid, titled “Quorum Federal Credit Union” Medicare and CHAMPUS Receivables which shall be covered by a directed to remit all payments with respect to such Receivables for deposit account control agreement acceptable to, and by and among, in the Seller, the Buyer and the Lockbox Bank. Servicer shall promptly pay, and hold Buyer harmless from, any fees assessed by the Lockbox Bank pursuant to Section 5 of the Deposit Account Control Agreement relating to the Medicare Lockbox Account, unless ) by delivering to such amounts are paid or are payable Payor a notice attached as Exhibit A hereto. The Seller further agrees not to the Lockbox Bank pursuant change such directive to Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from the Lockbox Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In addition, Buyer covenants and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank Payors without the prior written consent of the Purchaser and the Servicer. The Seller agrees not to terminate the Medicare Lockbox Account Agreement without first providing the Purchaser and the Servicer with written notice at least 30 days prior to the effective date of such termination. The Seller acknowledges that payments deposited in the Medicare Lockbox Account will be swept from the Medicare Lockbox Account to the Collection Account on a daily basis. The Seller hereby agrees not to change or direct the custodian thereof to modify such sweep order without first providing the Purchaser and the Servicer with written notice at least 30 days prior to the effective date of such change in sweep order. In the event the Seller terminates the Medicare Lockbox Account, changes the sweep order with respect to the Medicare Lockbox Account or the initial Servicer. Payors receive any instruction whatsoever from the Seller indicating that Collections with respect to the Eligible Receivables should be sent to any location other than the Lockbox Account, the Seller hereby acknowledges and Buyer agree agrees that such actions would be an express violation of this Agreement, would cause irreparable harm to the Purchaser for which there would be no adequate remedy at law, and acknowledge that Seller shall have “control” (within agrees and consents to grant the meaning Purchaser specific performance of the UCC) terms and provisions of this Agreement. The custodian of the Lockbox Account in order to perfect the security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of the Deposit Account Control Agreement related to the Lockbox Bank unless there has been the occurrence of a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any notice given in accordance with Section 1(a) of the Deposit Account Control Agreement relating to the Lockbox Account. Buyer covenants and agrees to give immediate written notice to Seller and Servicer may rely upon the occurrence of any such Buyer Trigger Eventterms and restrictions set for in subsection 4.3(a).