SECURITY DEPOSITS UNLESS AND UNTIL APPLIED IN ACCORDANCE WITH THE
TERMS OF THE APPLICABLE LEASE) OR ANY OTHER GROSS INCOME FROM OPERATIONS FROM
THE ADJACENT PROPERTY INTO THE LOCKBOX ACCOUNT WITHIN FIVE (5) BUSINESS DAYS
AFTER RECEIPT.
EACH BORROWER SHALL, OR
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SHALL CAUSE ITS MANAGER TO, DELIVER IRREVOCABLE WRITTEN INSTRUCTIONS TO EACH OF
THE CREDIT CARD COMPANIES OR CREDIT CARD CLEARING BANKS WITH WHICH SUCH BORROWER
OR ITS MANAGER AND/OR SUB-MANAGER, AS APPLICABLE, HAS ENTERED INTO MERCHANT'S
AGREEMENTS TO DELIVER ALL RECEIPTS PAYABLE WITH RESPECT TO ANY PROPERTY DIRECTLY
TO THE LOCKBOX ACCOUNT.
(C)
BORROWERS SHALL OBTAIN FROM LOCKBOX BANK
ITS AGREEMENT TO TRANSFER TO THE CASH MANAGEMENT ACCOUNT IN IMMEDIATELY
AVAILABLE FUNDS BY FEDERAL WIRE TRANSFER ALL AMOUNTS ON DEPOSIT IN THE LOCKBOX
ACCOUNT ONCE EVERY BUSINESS DAY THROUGHOUT THE TERM OF THE LOAN.
2.6.2
CASH MANAGEMENT ACCOUNT.
(A) THERE SHALL BE
ESTABLISHED AND MAINTAINED A SEGREGATED ELIGIBLE ACCOUNT (THE "CASH MANAGEMENT
ACCOUNT") TO BE HELD BY SERVICER IN TRUST FOR THE BENEFIT OF LENDER, WHICH CASH
MANAGEMENT ACCOUNT SHALL BE UNDER THE SOLE DOMINION AND CONTROL OF LENDER.
THE
CASH MANAGEMENT ACCOUNT SHALL BE ENTITLED "COLUMN FINANCIAL, INC., ITS
SUCCESSORS AND/OR ASSIGNS - HARD ROCK CASH MANAGEMENT ACCOUNT" OR SUCH OTHER
TITLE AS SHALL BE REASONABLY ACCEPTABLE TO LENDER AND THE BANK HOLDING THE CASH
MANAGEMENT ACCOUNT.
EACH BORROWER HEREBY GRANTS TO LENDER A FIRST PRIORITY
SECURITY INTEREST IN THE CASH MANAGEMENT ACCOUNT AND ALL DEPOSITS AT ANY TIME
CONTAINED THEREIN AND THE PROCEEDS THEREOF, AND WILL TAKE ALL ACTIONS REQUESTED
BY LENDER THAT ARE NECESSARY TO MAINTAIN IN FAVOR OF LENDER A PERFECTED FIRST
PRIORITY SECURITY INTEREST IN THE CASH MANAGEMENT ACCOUNT, INCLUDING, WITHOUT
LIMITATION, EXECUTING AND FILING UCC-1 FINANCING STATEMENTS AND CONTINUATIONS
THEREOF.
LENDER AND SERVICER SHALL HAVE THE SOLE RIGHT TO MAKE WITHDRAWALS FROM
THE CASH MANAGEMENT ACCOUNT FOR APPLICATION PURSUANT TO THE TERMS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ALL REASONABLE COSTS AND EXPENSES FOR
ESTABLISHING AND MAINTAINING THE CASH MANAGEMENT ACCOUNT SHALL BE PAID BY
BORROWERS.
(B)
SUBJECT TO SECTIONS 2.6.2(C) AND/OR 2.6.2(D)
HEREOF, AS APPLICABLE, PROVIDED NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, ON THE LAST BUSINESS DAY OF EACH CALENDAR WEEK DURING AN INTEREST
PERIOD (OR SUCH OTHER DATE AS IS EXPRESSLY SET FORTH IN THE CASH MANAGEMENT
AGREEMENT) ALL FUNDS ON DEPOSIT IN THE CASH MANAGEMENT ACCOUNT SHALL BE CREDITED
TOWARDS PAYMENT OF THE FOLLOWING ITEMS (BUT NOT DISBURSED) IN THE ORDER
INDICATED, IT BEING ACKNOWLEDGED AND AGREED BY BORROWERS AND LENDER, HOWEVER,
THAT (1) AS SOON AS THERE ARE SUFFICIENT FUNDS IN THE CASH MANAGEMENT ACCOUNT TO
SATISFY THE AMOUNTS THAT WILL BE DUE ON THE NEXT PAYMENT DATE UNDER CLAUSES (I)
AND (II) BELOW, ON THE LAST BUSINESS DAY OF EACH CALENDAR WEEK THEREAFTER DURING
THE REMAINDER OF SUCH INTEREST PERIOD, SERVICER SHALL DISBURSE THE FUNDS ON
DEPOSIT IN THE CASH MANAGEMENT ACCOUNT TO BORROWERS UNTIL SUCH TIME, IF EVER,
DURING SUCH INTEREST PERIOD AS THE TOTAL AMOUNTS THAT WILL