Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Accounts" means, collectively, the Lockbox Account, the Cash Management Account, and each Reserve Account, as more particularly described in Exhibit A hereto, including all sub-accounts thereof, all replacement or successor accounts established pursuant to the terms hereof, and all funds, monies, fina

Section 1.2 — Other Definitions; Rules of Construction. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Loan Agreement. To the extent that any term used in this Agreement is defined in the UCC and is not otherwise defined herein or in the Loan Agreement, such term shall have the meaning ascribed to it in the UCC. Unless the context otherwise req

Section 2.1 — Establishment and Identification of Accounts. (a) Customer has established, and Depository Bank hereby confirms that it currently maintains, the Accounts listed and described in Exhibit A attached hereto and made a part hereof, at the branch office of Depository Bank located at 277 Park Avenue, New York, New York 10172. Each Account is in the name of Customer as set forth in Exhibit A, and Depository Ba

Section 2.2 — Lockbox Account; Collection of Rents. (a) Customer shall cause all tenants, licensees, concessionaires, and other occupants of the Property, and all other payors of rents, revenues, receivables, and other amounts due to Customer in connection with the Property, to remit all payments directly either (i) by check, draft, money order, or other physical instrument of payment mailed to the P.O. Box, or (ii)

Section 2.3 — Cash Management Account. (a) The Cash Management Account shall serve as the central clearing account for all funds associated with the Property. All funds swept from the Lockbox Account pursuant to the Daily Sweep, and all other deposits required to be made into the Cash Management Account under the Loan Agreement or any other Loan Document, shall be credited to the Cash Management Account. (b) The appl

Section 2.4 — Reserve Accounts. (a) Each Reserve Account shall be funded and maintained in accordance with the terms and conditions set forth in the Loan Agreement. Initial funding of the Reserve Accounts shall occur on the date hereof from the proceeds of the Loan as set forth in the Loan Agreement. Subsequent deposits to the Reserve Accounts shall be made from the Cash Management Account in accordance with the wate

Section 2.5 — Investment of Funds. (a) Funds on deposit in the Cash Management Account and the Reserve Accounts may, at the direction of Secured Party, be invested in Permitted Investments (as defined in the Loan Agreement). Secured Party shall have sole authority to direct the investment of such funds, and Depository Bank shall comply with Secured Party's investment instructions promptly upon receipt thereof. (b) Al

Section 2.6 — No Other Accounts. (a) Customer covenants and agrees that it shall not establish, open, or maintain any deposit account, securities account, or any other account at Depository Bank or at any other depository institution, bank, securities intermediary, or financial institution, other than the Accounts, without the prior written consent of Secured Party in each instance. (b) If Customer opens or establish

Section 3.1 — Grant of Control; Exclusive Control. (a) Customer hereby grants to Secured Party "control" over each Account within the meaning of Section 9-104(a)(2) of the UCC. Depository Bank hereby agrees that it will comply with all instructions originated by Secured Party directing the disposition of funds in any Account without further consent of Customer (such control being referred to herein as "Exclusive Cont

Section 3.2 — Priority; Subordination of Depository Bank's Rights. (a) Depository Bank hereby irrevocably subordinates any and all security interests, liens, encumbrances, claims, and rights of setoff, recoupment, banker's lien, or counterclaim that Depository Bank may now have or hereafter acquire in or against any Account or any funds, financial assets, or other property on deposit therein or credited thereto, to t

Section 3.3 — Depository Bank Fees and Charges. (a) Customer shall pay all of Depository Bank's standard account maintenance fees, service charges, transaction fees, and other banking charges in connection with the Accounts in accordance with the fee schedule attached hereto as Exhibit B, as such fee schedule may be amended from time to time with the consent of Customer and Secured Party. (b) Depository Bank may debi

Section 3.4 — Conflicting Instructions. (a) If Depository Bank receives instructions from both Customer and Secured Party with respect to any Account that are conflicting or inconsistent, the instructions of Secured Party shall govern in all cases without exception. Depository Bank shall follow the instructions of Secured Party and shall disregard the conflicting instructions of Customer. (b) Depository Bank shall pr

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Customer's Representations and Warranties. Customer hereby represents and warrants to Secured Party and Depository Bank, as of the date hereof, as follows: (a) Organization and Qualification. Customer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Customer is duly qualified to transact business and is in good standing in the

Section 4.2 — Depository Bank's Representations and Warranties. Depository Bank hereby represents and warrants to Customer and Secured Party, as of the date hereof, as follows: (a) Organization and Good Standing. Depository Bank is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, with full power and authority to conduct its banking business as

Section 4.3 — Secured Party's Representations and Warranties. Secured Party hereby represents and warrants to Customer and Depository Bank, as of the date hereof, as follows: (a) Organization and Good Standing. Secured Party is a national banking association duly organized, validly existing, and in good standing under the laws of the United States. (b) Authority. Secured Party has full power, authority, and legal rig

Section 5.1 — Customer's Covenants. Customer hereby covenants and agrees as follows: (a) Negative Covenants. Customer shall not, without the prior written consent of Secured Party in each instance: (i) close, terminate, or permit the closing or termination of any Account; (ii) open, establish, or maintain any new deposit account, securities account, or other account at Depository Bank or any other depository institut

Section 5.2 — Depository Bank's Covenants. Depository Bank hereby covenants and agrees as follows: (a) Account Maintenance. Depository Bank shall maintain each Account in accordance with this Agreement and Depository Bank's customary banking practices and procedures. Depository Bank shall not permit the Accounts to be maintained at any office or branch other than 277 Park Avenue, New York, New York 10172, without the

ARTICLE 6 — DEPOSITORY BANK'S RIGHTS AND PROTECTIONS

Section 6.1 — Standard of Care; Limitation of Liability. (a) Depository Bank shall exercise ordinary care in the maintenance of the Accounts and the performance of its obligations under this Agreement, consistent with general banking usage and its customary practices and procedures for deposit accounts of comparable type and size. (b) Depository Bank shall not be liable to any Party or any other Person for any loss,

Section 6.2 — Reliance on Instructions. (a) Depository Bank may conclusively rely upon, and shall be fully protected in acting or refraining from acting in accordance with, any instruction, notice, request, direction, waiver, consent, certificate, receipt, statement, or other document or communication that Depository Bank in good faith believes to be genuine and to have been signed, given, or sent by an authorized re

Section 6.3 — No Duty to Monitor. Depository Bank has no duty, obligation, or responsibility to: (a) monitor the use, application, or disposition of funds withdrawn, transferred, or disbursed from any Account; (b) determine whether any instruction received from Secured Party or Customer is consistent with, permitted under, or in compliance with the Loan Agreement, the Cash Management Agreement, or any other Loan Docu

Section 6.4 — No Fiduciary Duty. The role of Depository Bank under this Agreement is purely administrative and ministerial. Nothing in this Agreement shall be construed to create any fiduciary relationship between Depository Bank and any other Party or any other Person. Depository Bank acts solely as a depository institution in the maintenance of the Accounts and not as a trustee, agent, fiduciary, or advisor to any

Section 7.1 — Customer's Indemnification of Depository Bank. (a) Customer shall indemnify, defend, and hold harmless Depository Bank and each of its officers, directors, employees, agents, successors, and assigns (each, a "Depository Bank Indemnitee") from and against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, and expenses (including reasonable and documented a

Section 7.2 — Customer's Indemnification of Secured Party. Customer shall indemnify, defend, and hold harmless Secured Party and each of its officers, directors, employees, agents, successors, and assigns from and against any and all Losses incurred by or asserted against any of them arising out of or relating to Depository Bank's failure to comply with the terms and conditions of this Agreement, including any failur

Section 7.3 — Secured Party's Acknowledgment. Secured Party acknowledges and agrees that it shall not be required to indemnify Depository Bank for any Losses arising under or in connection with this Agreement. Depository Bank's sole recourse for the payment of fees, charges, expenses, and indemnification obligations arising under this Agreement is against Customer, except as may otherwise be required by applicable la

Section 8.1 — Termination by Secured Party. (a) This Agreement may be terminated at any time by Secured Party upon written notice to Depository Bank and Customer. Such termination shall be effective upon Depository Bank's receipt of such notice (or such later date as may be specified in the notice by Secured Party). (b) Upon termination by Secured Party pursuant to this Section 8.1, Depository Bank shall, as directed

Section 8.2 — Termination upon Payment in Full. (a) This Agreement shall terminate automatically upon Depository Bank's receipt of a written notice from Secured Party confirming that (i) all Secured Obligations have been indefeasibly paid in full in cash, (ii) all commitments of the Senior Lenders under the Loan Agreement have been terminated, and (iii) no further amounts are or may become owing by Customer under the

Section 8.3 — Resignation of Depository Bank. (a) Depository Bank may resign from its role as depository bank hereunder upon not less than thirty (30) days' prior written notice to Customer and Secured Party (the "Resignation Notice"). Such resignation shall become effective upon the earlier to occur of: (i) the appointment by Customer (with the prior written consent of Secured Party) of a successor depository bank a

Section 8.4 — Survival. Notwithstanding the termination of this Agreement for any reason, the following provisions shall survive such termination and remain in full force and effect: Section 6.1 (Standard of Care; Limitation of Liability), Section 7.1 (Customer's Indemnification of Depository Bank), Section 7.2 (Customer's Indemnification of Secured Party), Section 9.5 (Governing Law), Section 9.8 (Jurisdiction; Venu

Section 9.1 — Notices. (a) All notices, requests, demands, instructions, consents, approvals, and other communications under this Agreement shall be in writing and shall be delivered by (i) personal delivery, (ii) a nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), (iii) certified or registered mail, return receipt requested, postage prepaid, or (iv) electronic ma

Section 9.2 — Amendments and Waivers. (a) This Agreement may not be amended, modified, supplemented, or restated except by a written instrument executed and delivered by each of Customer, Secured Party, and Depository Bank. (b) No waiver of any provision of this Agreement, or consent to any departure therefrom, shall be effective unless such waiver or consent is in writing and signed by the Party or Parties to be bou

Section 9.3 — Entire Agreement. This Agreement, together with the Loan Agreement and the Cash Management Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, understandings, discussions, representations, and warranties, whether oral or written, relating to the subject matter hereof. In the event of any conflict between

Section 9.4 — Successors and Assigns. (a) This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns. (b) Customer may not assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Secured Party. Any purported assignment by Customer without such consent shall be null and void and of n

Section 9.5 — Governing Law. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, other than Section 5-1401 of the New York General Obligations Law, which by its terms applies to this Agreement. (b) For purposes of the UCC, the Parties agree and acknowledge that: (i) each Account is maintained at a branch of Deposito

Section 9.6 — Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable pro

Section 9.7 — Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The execution and delivery of this Agreement by facsimile or electronic transmission (including in .pdf or other electronic format) shall be effective as delivery of a manually executed

Section 9.8 — Jurisdiction; Venue; Waiver of Jury Trial. (a) Each Party hereby irrevocably and unconditionally