Common use of Operating Account Clause in Contracts

Operating Account. All monies swept from each Clearing Account by the Clearing Bank shall be deposited in a separate depository account for each Property in the applicable Owner Subsidiary’s name (each an “Operating Account”). Each Operating Account shall be opened by the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between the Property Manager and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiary, at U.S. Bank, N.A. or another bank to be determined by the Property Manager. The signature card for each Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner Subsidiary. Each Operating Account and all funds therein shall at all times be the property of the applicable Owner Subsidiary. Each Owner Subsidiary shall have electronic banking system access to its Operating Account, which shall permit it to obtain account information and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained herein, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any Property to be controlled by the Owner Subsidiary and direct payments to be made into the Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary with all information necessary to make payments of expenses with respect to such Property. The Property Manager shall remit to each Owner Subsidiary monthly, on or before the 20th day of each month, excess cash as of the end of the preceding month, held in the Operating Account and not applied to the payment of (i) the applicable Owner Subsidiary’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance of funds to an Owner Subsidiary shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary should make any request for a distribution other than the standard monthly distribution to such Owner Subsidiary on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own funds or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary and held in trust by the Property Manager for such Owner Subsidiary. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner Subsidiary, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary may from time to time expressly authorize in writing. Each of the Management Fee, the Transition Fee and the Construction Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar month.

Operating Account. All monies swept from each Clearing (a) Operating Lessee shall cause Property Manager to deposit all Gross Revenue into the Operating Account by in accordance with the Clearing Bank Property Management Agreement. Operating Lessee shall be deposited in a separate depository account for each Property in not close or agree to the applicable Owner Subsidiaryclosing of the Operating Account or open or agree to the opening of additional Operating Accounts without prior written notice thereof to Agent, which notice shall include the depository’s name (each an “and address and the account name and number of any new or replacement Operating Account”). Each Operating Lessee shall not permit Property Manager to withdraw or otherwise use sums from the Operating Account shall be opened by except in accordance with the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between and the Property Manager Subordination Agreement. Neither Borrower nor Operating Lessee shall withdraw any amounts from the Operating Account except as may be approved by Agent in writing, it being acknowledged that Property Manager (and pursuant to the applicable Owner Subsidiary other provisions of this Section 2.16(a), Agent) alone shall withdraw sums from the Operating Account pursuant to and a W9 completed by such Owner Subsidiary, at U.S. Bank, N.A. or another bank to be determined by in accordance with the Property Manager. The signature card for each Operating Account shall indicate that Management Agreement and the Property Manager is dealing with Subordination Agreement. Upon the occurrence and during the continuance of an Event of Default, Agent may notify Property Manager in writing to remit all amounts payable to Operating Lessee (after payment of all operating expenses, cost reimbursements, working capital and other amounts due Property Manager under the Property Management Agreement) to an account designated in writing by Agent. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may apply any funds on deposit in the Operating Account as a fiduciary of the applicable Owner Subsidiary. Each Operating Account set forth in Section 6.5 hereof and all funds therein shall at all times be the property of the applicable Owner Subsidiary. Each Owner Subsidiary shall have electronic banking system access to its Operating Account, which shall permit it to obtain account information all other rights and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained herein, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any Property to be controlled by the Owner Subsidiary and direct payments to be made into the Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary with all information necessary to make payments of expenses remedies with respect to such Property. The Property Manager the Operating Account specified in this Loan Agreement and in any other Loan Document, at law and in equity, subject, however, to the last sentence of Section 6.5 hereof. (b) Borrower and Operating Lessee shall remit not open any new Account or close any Account without prior written notice thereof to each Owner Subsidiary monthlyAgent, on which notice shall include the depository’s name and address and the account name and number of any new or before the 20th day replacement Account. (c) Borrower and Operating Lessee hereby grant to Agent a security interest in all of each month, excess cash as of the end of the preceding month, held their rights in and to the Operating Account and not applied any new Account established by either Borrower or Operating Lessee and all sums on deposit therein as additional security for the Obligations. Subject to the payment rights of (i) Borrower and Operating Lessee expressly set forth herein to 62528184 41 make and permit others to make withdrawals from the applicable Owner Subsidiary’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, Operating Account and (iii) amounts payable subject to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance rights of funds to an Owner Subsidiary shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary should make any request for a distribution other than the standard monthly distribution to such Owner Subsidiary on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own funds or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary and held in trust by the Property Manager for such Owner Subsidiary. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner Subsidiary, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary may from time to time expressly authorize in writing. Each of the Management Fee, the Transition Fee and the Construction Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company Agreement and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company Subordination Agreement, Borrower and the Property Manager Operating Lessee hereby acknowledge and agree that one or more Agent shall have sole dominion and control of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar monthOperating Account.

Operating Account. All monies swept from each the Clearing Account by the Clearing Bank shall be deposited in a separate depository account for each the Property in the applicable Owner SubsidiaryCompany’s name (each an the “Operating Account”). Each The Operating Account shall be opened by the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between the Property Manager and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiarythe Company, at U.S. Bank, N.A. or another bank to be determined by the Property Manager. The signature card for each the Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner SubsidiaryCompany. Each The Operating Account and all funds therein shall at all times be the property of the applicable Owner SubsidiaryCompany. Each Owner Subsidiary The Company shall have electronic banking system access to its the Operating Account, which shall permit it to obtain account information and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained hereinherein and subject in all cases to any requirements or restrictions imposed by any loan encumbering the Property, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any the Property to be controlled by the Owner Subsidiary Company and direct payments to be made into the that Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary Company with all information necessary to make payments of expenses with respect to such the Property. The Property Manager shall remit to each Owner Subsidiary the Company monthly, on or before the 20th day of each month, excess cash as of the end of the preceding month, held in the Operating Account and not applied to the payment of (i) the applicable Owner SubsidiaryCompany’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance of funds to an Owner Subsidiary the Company shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary the Company should make any request for a distribution other than the standard monthly distribution to such Owner Subsidiary the Company on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary Company must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary Company at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own funds or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties Property and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary the Company and held in trust by the Property Manager for such Owner Subsidiarythe Company. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each the Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner SubsidiaryCompany, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary Company may from time to time expressly authorize in writing. Each of the Management Fee, the Transition Fee and the Construction Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar month.

Operating Account. All monies swept from each Clearing Account by the Clearing Bank shall be deposited in a separate depository account for each Property in the applicable Owner Subsidiary’s name (each an “Operating Account”). Each Operating Account shall be opened by the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between the Property Manager and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiary, at U.S. Bank, N.A. or another bank to be determined by the Property Manager. The signature card for each Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner Subsidiary. Each Operating Account and all funds therein shall at all times be the property of the applicable Owner Subsidiary. Each Owner Subsidiary shall have electronic banking system access to its Operating Account, which shall permit it to obtain account information and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained herein, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any Property to be controlled by the Owner Subsidiary and direct payments to be made into the Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary with all information necessary to make payments of expenses with respect to such Property. The Property Manager shall remit to each Owner Subsidiary monthly, on or before the 20th day of each month, excess cash as of the end of the preceding month, held in the Operating Account and not applied to the payment of (i) the applicable Owner Subsidiary’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance of funds to an Owner Subsidiary shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary should make any request for a distribution other than the standard monthly distribution to such Owner Subsidiary on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own funds or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary and held in trust by the Property Manager for such Owner Subsidiary. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner Subsidiary, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary may from time to time expressly authorize in writing. Each of the Management Fee, the Transition Fee, the Construction Fee and the Construction Oversight Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar month.

Operating Account. All monies swept from each Clearing Account by the Clearing Bank shall be deposited in a separate depository account for each the Property in the applicable Owner SubsidiaryCompany’s name (each an the “Operating Account”). Each The Operating Account shall be opened by the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between the Property Manager and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiarythe Company, at U.S. Bank, N.A. or another bank to be determined by the Property Manager. The signature card for each the Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner SubsidiaryCompany. Each The Operating Account and all funds therein shall at all times be the property of the applicable Owner SubsidiaryCompany. Each Owner Subsidiary The Company shall have electronic banking system access to its the Operating Account, which shall permit it to obtain account information and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained herein, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any the Property to be controlled by the Owner Subsidiary Company and direct payments to be made into the that Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary Company with all information necessary to make payments of expenses with respect to such the Property. The Property Manager shall remit to each Owner Subsidiary the Company monthly, on or before the 20th day of each month, excess cash as of the end of the preceding month, held in the Operating Account and not applied to the payment of (i) the applicable Owner SubsidiaryCompany’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance of funds to an Owner Subsidiary the Company shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary the Company should make any request for a distribution other than the standard monthly distribution to such Owner Subsidiary the Company on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary Company must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary Company at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own funds or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties Property and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary the Company and held in trust by the Property Manager for such Owner Subsidiarythe Company. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each the Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner SubsidiaryCompany, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary Company may from time to time expressly authorize in writing. Each of the Management Fee, the Transition Fee and the Construction Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar month.

Operating Account. All monies swept from each Clearing Account by the Clearing Bank shall be deposited in a separate depository account for each Property in the applicable Owner Subsidiary’s name (each an “Operating Account”). Each Operating Account shall be opened by the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between the Property Manager and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiary, at U.S. Bank, N.A. or another bank to be determined by the Property Manager. The signature card for each Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner Subsidiary. Each Operating Account and all funds therein shall at all times be the property of the applicable Owner Subsidiary. Each Owner Subsidiary shall have electronic banking system access to its Operating Account, which shall permit it to obtain account information and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained herein, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any Property to be controlled by the Owner Subsidiary and direct payments to be made into the Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary with all information necessary to make payments of expenses with respect to such Property. The Property Manager shall remit to each Owner Subsidiary monthly, on or before the 20th day of each month, excess cash as of the end of the preceding month, held in the Operating Account and not applied to the payment of (i) the applicable Owner Subsidiary’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance of funds to an Owner Subsidiary shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary should make any request for a distribution other than the standard monthly distribution to such Owner Subsidiary on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own funds or with funds held by the Property Manager for the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each of the Properties and all sums placed in such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary and held in trust by the Property Manager for such Owner Subsidiary. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner Subsidiary, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary may from time to time expressly authorize in writing. Each of the Management Fee, the Transition Fee and the Construction Fee shall be paid to the Property Manager in accordance with Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent with the computation permitted hereunder, the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar month.Owner

Operating Account. All monies swept from each Clearing Account by Upon receipt, Manager shall deposit all Revenues received into a separate, segregated bank account (the Clearing Bank shall be deposited in a separate depository account for each Property in the applicable Owner Subsidiary’s name (each an “Operating Account”)) at a bank approved by Tenant and Manager. Each The Operating Account shall be opened by held in the Property Manager, upon receipt of a fully-executed Owner Subsidiary Property Management Agreement between Tenant’s name and withdrawals from the Property Manager and the applicable Owner Subsidiary and a W9 completed by such Owner Subsidiary, at U.S. Bank, N.A. or another bank to be determined by the Property Manager. The signature card for each Operating Account shall indicate that the Property Manager is dealing with the Operating Account as a fiduciary of the applicable Owner Subsidiary. Each Operating Account and all funds therein shall at all times be the property of the applicable Owner Subsidiary. Each Owner Subsidiary shall have electronic banking system access to its Operating Account, which shall permit it to obtain account information and make withdrawals from such Operating Account. Notwithstanding anything to the contrary contained herein, the Company may direct payments or deposits received by the Property Manager to an operating account relating to any Property to be controlled by the Owner Subsidiary and direct payments to be made into solely by representatives of Manager whose signatures have been authorized to access the Operating Account. In such event, the Property Manager shall provide the Owner Subsidiary with all information necessary to make payments of expenses with respect to such Property. The Property Manager shall remit to each Owner Subsidiary monthly, on or before the 20th day of each month, excess cash as of the end of the preceding month, held Funds in the Operating Account and not applied to the payment of (i) the applicable Owner Subsidiary’s expenses as herein provided, (ii) expenses permitted by Section 5.1 hereof, and (iii) amounts payable to the Property Manager in accordance with Section 5.3 hereof, less applicable reserves for real estate taxes, debt service, capital improvements or operating expenses and Ten Thousand Dollars ($10,000) as reserve for working capital and other contingencies, and any additional amount as the Company may authorize for such purposes. The remittance of funds to an Owner Subsidiary shall be compatible with the financial reports provided by the Property Manager pursuant to Section 4.2. If an Owner Subsidiary should make any request for a distribution segregated from all other than the standard monthly distribution to such Owner Subsidiary on or before the 20th day of each month as noted immediately above, such request by the Owner Subsidiary must be directed to the Property Manager in writing with a minimum of two (2) full working days’ advance notice. Except to the extent it would cause there to be insufficient funds to pay amounts due to the Property Manager under Section 5.1 accounts and Section 5.3 hereof, every attempt will be made to process the additional distribution request through the Property Manager’s accounting department in a timely manner, but the Property Manager will investments and shall not process any distribution based on a telephone call or be expected to accomplish such distribution with less than two (2) full working days’ advance written notice. Other than the monthly distribution noted above, if required by state law, the Property Manager will deposit security deposits and/or advance rentals in separate accounts in the name of the applicable Owner Subsidiary at said financial institution. All monies held in Operating Accounts shall in no event be commingled with the Property Manager’s own any other funds or with funds held controlled by the Property Manager. Manager for shall, with Facility Revenue, maintain such balances therein as Manager and Tenant shall deem appropriate, taking into account the account of other parties. The Property Manager shall have no proprietary interest in the Operating Accounts, or in any other account authorized hereby, and all sums collected by the Property Manager relating to each cash flow management needs of the Properties Facility and all sums placed in the disbursement from such account or accounts by the applicable Owner Subsidiary or the Company will be the property of such Owner Subsidiary amounts of the Facility’s funds as Manager and held in trust by the Property Manager for such Owner Subsidiary. The Property Manager agrees to pay all invoices directly from the Operating Account unless directed otherwise by the applicable Owner Subsidiary or the Company. The Property Manager may draw on each Operating Account only to pay (i) operating expenses permitted by Section 5.1 hereof, (ii) amounts payable to the applicable Owner Subsidiary, (iii) amounts payable to the Property Manager under Section 5.3 hereof, and (iv) a specified amount to a payee which the applicable Owner Subsidiary may Tenant shall from time to time expressly authorize reasonably determine to be appropriate in writing. Each the discharge of the Management Feeresponsibilities of Manager under this Agreement, the Transition Fee and the Construction Fee shall be paid to the Property Manager as well as remaining in accordance with the Approved Budget an taking into account Tenant’s desire to maintain as much of its funds in interest-bearing accounts as is reasonably feasible. Tenant shall maintain a minimum cash balance of fifty thousand and no/100 dollars ($50,000.00) equal to one (1) month of annualized Facility Expenses (based on prior twelve (12) months of Facility Expenses) in the Operating Account if needed to operate the Facility in a manner designed to meet the mutual goals of Tenant and Manager set forth in Section 5.3 hereof. In accordance with and pursuant to Section 4.2 hereof2.02 above, the Property Manager shall prepare and submit an invoice to the Company which shall include a computation of the fees paid to the Property Manager in accordance with Section 5.3 and any expenses to be reimbursed to the Property Manager in accordance with Sections 5.1 and 5.2. The Company shall have the right to review such invoice and obtain any supporting documentation with respect thereto from the Property Manager. To the extent that the Company believes the computation provided by the Property Manager is inconsistent consistent with the computation permitted hereunderterms of this Agreement. Tenant shall be a signatory on the Operating Account; provided, however, Tenant’s signature shall be required on all checks/withdrawals after an Event of Default by Manager under this Agreement. Reasonable ▇▇▇▇▇ cash funds shall be maintained at the Company and the Property Manager shall work together in good faith to reach a computation of such fees which is reasonably agreeable to both parties. If the Company and the Property Manager agree that one or more of the fees paid to the Property Manager for a prior period exceeded the amount permitted hereunder, the Property Manager shall deduct the amount of such excess from the fees it is to be paid in accordance with Section 5.3 hereof for the current calendar monthFacility.