Common use of Clearing Accounts Clause in Contracts

Clearing Accounts. (a) Each Borrower shall establish and maintain a segregated Eligible Account (individually or collectively, as the context may require, the “Clearing Account”) with the Clearing Bank in trust for the benefit of Lender in accordance with the terms hereof and of the Clearing Account Agreements, which Clearing Accounts shall be under the sole dominion and control of Lender. The Clearing Accounts shall be entitled “[APPLICABLE BORROWER], as pledgor, for the benefit of Cantor Commercial Real Estate Lending, L.P., as Secured Party – Clearing Account,” or such other name as required by Lender from time to time. Borrower (i) hereby grants to Lender a first priority security interest in the Clearing Accounts and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Clearing Accounts, including, without limitation, the execution of any account control agreement required by Lender. Borrower will not in any way alter, modify or close the Clearing Accounts and will notify Lender of the account numbers thereof. Except as may be expressly permitted in the Clearing Account Agreements, Lender and Servicer shall have the sole right to make withdrawals from the Clearing Accounts and all costs and expenses for establishing and maintaining the Clearing Accounts shall be paid by Borrower. All monies now or hereafter deposited into the Clearing Accounts shall be deemed additional security for the Debt. (b) Borrower shall, or shall cause Manager to, deliver duly executed Tenant Direction Letters to all Tenants under Leases which shall instruct each such Tenant to deliver all Rents payable thereunder directly to the applicable Clearing Account. Borrower shall, and shall cause Manager to, deposit into each applicable Clearing Account within one (1) Business Day after receipt all amounts received by Borrower or Manager constituting Rents. The Clearing Account Agreements and Clearing Accounts for each Borrower shall remain in effect until the Loan has been repaid or defeased in full with respect to all of the Property owned by such Borrower. (c) During any Cash Management Period, Borrower shall cause the Clearing Bank to transfer to the Cash Management Account in immediately available funds by Federal wire transfer all amounts on deposit in the Clearing Accounts once every Business Day. If a Cash Management Period has not occurred or ceases to exist, the Clearing Bank shall transfer to the applicable Borrower’s Account(s) in immediately available funds by federal wire transfer all amounts in the Clearing Accounts once every Business Day. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, direct Clearing Bank to immediately pay over all funds on deposit in the Clearing Accounts to Lender and to apply any such funds to the payment of the Debt in any order in its sole discretion. (e) Funds deposited into the Clearing Accounts shall not be commingled with other monies held by Borrower, Manager or Clearing Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Clearing Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower shall indemnify Lender and Clearing Bank and hold Lender and Clearing Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Clearing Accounts, the Clearing Account Agreements or the performance of the obligations for which the Clearing Accounts were established (unless arising from the gross negligence or willful misconduct of Lender or Clearing Bank, as applicable).

Clearing Accounts. (a) Each Borrower shall establish and maintain a segregated Eligible Account (individually or collectively, as the context may require, the “Clearing Account”) with the Clearing Bank in trust for the benefit of Lender in accordance with the terms hereof and of the Clearing Account Agreements, which The Clearing Accounts shall be under titled as set forth in the sole dominion and control of LenderClearing Accounts Agreement. The Clearing Accounts shall be entitled “[APPLICABLE BORROWER], maintained as pledgor, for the benefit of Cantor Commercial Real Estate Lending, L.P., as Secured Party – Clearing an Eligible Account,” or such other name as required by Lender from time to time. Borrower (i) hereby grants to Lender a first priority security interest in the Clearing Accounts and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Clearing Accounts, including, without limitation, the execution of any account control agreement required by Lender. Borrower will not in any way alter, modify or close the Clearing Accounts and will notify Lender of the account numbers thereof. Except as may be expressly permitted in the Clearing Account Agreements, Lender and Servicer shall have the sole right to make withdrawals from the Clearing Accounts and all costs and expenses for establishing and maintaining the Clearing Accounts shall be paid by Borrower. All monies now or hereafter deposited into the Clearing Accounts shall be deemed additional security for the Debt. (b) The Clearing Accounts shall be assigned the federal taxpayer identification numbers set forth in the Clearing Accounts Agreement. (c) Any Receipt from the Property received by Borrower shallor Manager, or (i) shall cause Manager to, deliver duly executed Tenant Direction Letters be deemed to all Tenants under Leases which be collateral for the Loan and shall instruct each such Tenant to deliver all Rents payable thereunder directly to be held in trust for the applicable Clearing Account. Borrower shallbenefit, and as the property, of Lender and (ii) shall cause not be commingled with any other funds or property of Borrower or Manager. (d) Borrowers and/or Manager to, must deposit all Receipts into each applicable the Clearing Account Accounts within one (1) Business Day after receipt all amounts received by Borrower or Manager constituting Rents. The Clearing Account Agreements and Clearing Accounts for each Borrower shall remain in effect until the Loan has been repaid or defeased in full with respect to all of the Property owned by such Borrower. (c) During any Cash Management Period, Borrower shall cause the Clearing Bank to transfer to the Cash Management Account in immediately available funds by Federal wire transfer all amounts on deposit in the Clearing Accounts once every Business Day. If a Cash Management Period has not occurred or ceases to exist, the Clearing Bank shall transfer to the applicable Borrower’s Account(s) in immediately available funds by federal wire transfer all amounts in the Clearing Accounts once every Business Day. (d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, direct Clearing Bank to immediately pay over all funds on deposit in the Clearing Accounts to Lender and to apply any such funds to the payment of the Debt in any order in its sole discretionreceipt. (e) Funds deposited into Until the receipt of Notice of the Commencement of a Cash Sweep Period, Borrowers shall enjoy joint access with Lender and Servicer to the Clearing Accounts and shall be entitled to withdraw funds from the Clearing Accounts at any time prior to the commencement of a Cash Sweep Period for any purpose related to the operation of the Property or Borrowers, including without limitation, payment of debt service and other Property expenses, distributions or other transfers of cash to partners or members of Borrowers or for payment of expenses or making of deposits in other operating accounts unrelated to the collection of Receipts, in accordance with the terms of the Clearing Accounts Agreement. Lender agrees that until the commencement of a Cash Sweep Period it will not exercise any right it has to dominion and control over the Clearing Accounts and Lender shall not be commingled with other monies held by Borrower, Manager or withdraw any funds from the Clearing BankAccounts until the commencement of a Cash Sweep Period. (f) Borrower shall not further pledgeAfter the commencement of a Cash Sweep Period, assign or grant any security interest all funds in the Clearing Accounts shall thereafter be disbursed on each Business Day to the Deposit Account designated in writing by Lender or Designee (as defined in the monies deposited therein or permit any lien or encumbrance to attach theretoClearing Accounts Agreement), or any levy to be made thereon, or any UCC-1 financing statements, except those naming Lender as set forth in the secured party, to be filed with respect theretoClearing Accounts Agreement. (g) Borrower Upon Lender’s request from time to time, Borrowers shall indemnify provide a written statement to Lender and Clearing Bank and hold Lender and Clearing Bank harmless from and against itemizing any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or amounts deposited in any way connected with the Clearing Accounts, the Clearing Account Agreements or the performance of the obligations for which the Clearing Accounts were established by Borrowers or Manager for the period covered by Lender’s request and such supporting documentation as Lender may reasonably require. (unless arising h) Borrowers represent and warrant that there are no other accounts maintained by Borrowers, Manager or any other Person into which revenues from the gross negligence ownership and operation of the Property are deposited. So long as the Note shall be outstanding, Borrowers, Manager or willful misconduct any other Person shall not open any other such account for the deposit of Lender or Clearing Bank, as applicable)Receipts except for Security Deposit Escrow Accounts required under the tenant leases. Borrowers’ operating accounts shall not be deemed an account into which Receipts are deposited.