Common use of Security Interest in Accounts Clause in Contracts

Security Interest in Accounts. Loan Parties hereby grant to Agent a security interest in all rights of Loan Parties in and to the Accounts and all sums on deposit therein. Loan Parties shall cause all banks or financial institutions other than Agent which are holding any Account to execute and deliver to Agent an Account Agreement with respect to such Account. Subject to the rights of Loan Parties (or Property Manager) expressly set forth herein to make withdrawals from the Accounts, and subject to the Manager SNDA, Loan Parties hereby acknowledge and agree that Agent shall have sole dominion and control of the Accounts as more particularly described in the Account Agreements. Loan Parties shall not close any Account without obtaining the prior written consent of Agent, or to the extent that such closed Account is not immediately replaced with another Account which shall be subject to a security interest in favor of Agent, the Requisite Lenders. Loan Parties shall not open any Account other than the Accounts open as of the Closing Date (whether in substitution of another Account or otherwise) (a) without delivering to Agent at least ten (10) Business Days prior notice of Loan Parties’ intention to open a new Account and (b) unless, (i) the bank or other financial institution at which such Account is to be opened is reasonably acceptable to Agent and (ii) prior to the opening of such Account, Loan Parties shall have delivered to Agent an Account Agreement with respect to such Account. Loan Parties shall maintain the Accounts and shall pay all fees and charges payable to the depository bank with respect thereto when due, and shall keep in full force and effect the Account Agreement with respect thereto. All interest earned on amounts deposited in any Accounts shall be re-deposited therein and become part thereof. No funds in any Account may be commingled with any other funds of Loan Parties, Property Manager, any Affiliate of Loan Parties or Property Manager or with any other Person or with any funds contained in any other Account; provided, that, the funds in any Account held by Agent, may be commingled with the general funds of Agent. Agent shall not be liable for any loss of interest on or any penalty or charge assessed against the funds in, payable on, or credited to any Account as a result of the exercise by Agent of any of its rights, remedies or obligations under any of the Loan Documents. All sums held in the Accounts shall constitute additional security for the Obligations. At any time following the occurrence and during the continuance of an Event of Default, Agent may (at the direction of the Requisite Lenders) apply such sums (except with respect to the Tenant Security Account) as set forth in Section 7.5, subject to the Manager SNDA.

Security Interest in Accounts. (a) This Agreement, together with the other Loan Parties hereby grant to Agent Documents, creates a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Lockbox Account and Cash Management Account and each Reserve Account in favor of Lender, which security interest is prior to all rights other Liens and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Parties Documents, Borrower has not sold or otherwise conveyed or granted any Lien or other security interest (or entered into any control agreement) in and to the Accounts and all sums on deposit therein. Loan Parties shall cause all banks or financial institutions other than Agent which are holding any Account to execute and deliver to Agent an Account Agreement with respect to such the Lockbox Account or the Cash Management Account or any Reserve Account. Subject to . (b) Each of the rights Lockbox Account and Cash Management Account constitute “deposit accounts” within the meaning of Loan Parties the Uniform Commercial Code. (or Property Managerc) expressly set forth herein to make withdrawals from the Accounts, Pursuant and subject to the Manager SNDAterms hereof and the other applicable Loan Documents, Loan Parties hereby acknowledge and agree that Agent shall have sole dominion and control the Lockbox Bank has agreed to comply with all instructions originated by L▇▇▇▇▇, without further consent by B▇▇▇▇▇▇▇, directing disposition of the Accounts as more particularly described Lockbox Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities. (d) The Lockbox Account and Cash Management Account are not in the Account Agreements. Loan Parties shall not close name of any Account without obtaining the prior written consent of AgentPerson other than Borrower, as pledgor, or Lender. Borrower has not consented to the extent that such closed Lockbox Bank or the Cash Management Bank complying with (or directed either the Lockbox Bank and/or the Cash Management Bank to comply with) instructions from any Person other than Lender with respect to the Lockbox Account or the Cash Management Account. (e) The Property is not immediately replaced with another Account which shall be subject to a security interest in favor of Agent, the Requisite Lenders. Loan Parties shall not open any Account cash management system other than as required by the Accounts open Loan Documents. Any previous instructions to Tenants as to payment of Rent under Leases (including, without limitation, in connection with any previous financing of the Property) have been duly terminated not later than as of the Closing Date (whether in substitution of another Account or otherwise) (a) without delivering to Agent at least ten (10) Business Days prior notice of Loan Parties’ intention to open a new Account and (b) unless, (i) the bank or other financial institution at which such Account is to be opened is reasonably acceptable to Agent and (ii) prior to the opening of such Account, Loan Parties shall have delivered to Agent an Account Agreement with respect to such Account. Loan Parties shall maintain the Accounts and shall pay all fees and charges payable to the depository bank with respect thereto when due, and shall keep in full force and effect the Account Agreement with respect thereto. All interest earned on amounts deposited in any Accounts shall be re-deposited therein and become part thereof. No funds in any Account may be commingled with any other funds of Loan Parties, Property Manager, any Affiliate of Loan Parties or Property Manager or with any other Person or with any funds contained in any other Account; provided, that, the funds in any Account held by Agent, may be commingled with the general funds of Agent. Agent shall not be liable for any loss of interest on or any penalty or charge assessed against the funds in, payable on, or credited to any Account as a result of the exercise by Agent of any of its rights, remedies or obligations under any of the Loan Documents. All sums held in the Accounts shall constitute additional security for the Obligations. At any time following the occurrence and during the continuance of an Event of Default, Agent may (at the direction of the Requisite Lenders) apply such sums (except with respect to the Tenant Security Account) as set forth in Section 7.5, subject to the Manager SNDADate.

Security Interest in Accounts. Loan Parties hereby grant to Agent a security interest in all rights of Loan Parties in and to the Reserve Funds and the Accounts and all sums on deposit therein. Loan Parties shall cause all banks or financial institutions other than Agent which are holding any Account to execute and deliver to Agent an Account Agreement account control agreements with respect to such AccountReserve Funds and Accounts in form and substance satisfactory to Agent. Subject to the rights of Loan Parties (or Property Manager) expressly set forth herein to make withdrawals from the Accounts, and subject to the Manager SNDA, Loan Parties hereby acknowledge and agree that Agent shall have sole dominion and control of the Accounts as more particularly described in the Clearing Account AgreementsAgreement and the Cash Management Agreement. Loan Parties shall not close any Account without obtaining the prior written consent of Agent, or to the extent that such closed Account is not immediately replaced with another Account which shall be subject to a security interest in favor of Agent, the Requisite Lenders. Loan Parties shall not open any Account other than the Accounts open as of the Closing Date (whether in substitution of another Account or otherwise) (a) without delivering to Agent at least ten (10) Business Days prior notice of Loan Parties’ intention to open a new Account and (b) unless, (i) the bank or other financial institution at which such Account is to be opened is reasonably acceptable to Agent and (ii) prior to the opening of such Account, Loan Parties shall have delivered to Agent an Account Agreement account control agreement with respect to such AccountAccount in form and substance satisfactory to Agent. Loan Parties shall maintain the Accounts and shall pay all fees and charges payable to the depository bank with respect thereto when due, and shall keep in full force and effect the Clearing Account Agreement and the Cash Management Agreement with respect thereto. All interest earned on amounts deposited in any Accounts shall be re-deposited therein and become part thereof. No funds in any Account may be commingled with any other funds of Loan Parties, Property Manager, any Affiliate of Loan Parties or Property Manager or with any other Person or with any funds contained in any other Account; provided, that, the funds in any Account held by Agent, may be commingled with the general funds of Agent. Agent shall not be liable for any loss of interest on or any penalty or charge assessed against the funds in, payable on, or credited to any Account as a result of the exercise by Agent of any of its rights, remedies or obligations under any of the Loan Documents. All sums held in the Accounts shall constitute additional security for the Obligations. At any time following the occurrence and during the continuance of an Event of Default, Agent may (at the direction of the Requisite Lenders) apply such sums (except with respect to the Tenant Security Account) as set forth in Section 7.5, subject to the Manager SNDA.