OR MANAGED BY THE PROPERTY MANAGER ARE PAID; PROVIDED, THAT SUCH
ACCOUNT SHALL BE IN THE NATURE OF A CLEARING ACCOUNT AND THE PROPERTY MANAGER
SHALL NOT HAVE ACCESS TO SUCH ACCOUNT. EACH OF THE PROPERTY MANAGER AND THE
SPECIAL SERVICER SHALL, ON OR PRIOR TO EACH SERIES CLOSING DATE (OR, IF
APPLICABLE, SUCH OTHER DATE OF ACQUISITION), AS TO THOSE LEASES AND MORTGAGE
LOANS IT IS OBLIGATED TO SERVICE HEREUNDER, INSTRUCT THE RELATED OBLIGOR TO MAKE
ALL MONTHLY LEASE PAYMENTS AND MONTHLY LOAN PAYMENTS TO A LOCKBOX ACCOUNT. THE
PROPERTY MANAGER SHALL CAUSE ALL AMOUNTS DEPOSITED INTO THE LOCKBOX ACCOUNT WITH
RESPECT TO THE COLLATERAL TO BE TRANSFERRED TO THE COLLECTION ACCOUNT OR THE
LOCKBOX TRANSFER ACCOUNT WITHIN ONE BUSINESS DAY AFTER SUCH FUNDS HAVE BEEN
IDENTIFIED, CLEARED AND BECOME AVAILABLE IN ACCORDANCE WITH THE POLICES OF THE
LOCKBOX ACCOUNT BANK.
(C)
THE PROPERTY MANAGER MAY ESTABLISH AND MAINTAIN ONE
OR MORE SEGREGATED ACCOUNTS IN THE NAME OF THE PROPERTY MANAGER ON BEHALF OF THE
INDENTURE TRUSTEE, HELD FOR THE BENEFIT OF THE NOTEHOLDERS (EACH, A "LOCKBOX
TRANSFER ACCOUNT") WITH ONE OR MORE BANKS (EACH, A "LOCKBOX TRANSFER ACCOUNT
BANK"). EACH LOCKBOX TRANSFER ACCOUNT SHALL BE AN ELIGIBLE ACCOUNT. EACH LOCKBOX
TRANSFER ACCOUNT SHALL BE SUBJECT TO AN ACCOUNT CONTROL AGREEMENT AMONG THE
PROPERTY MANAGER, THE INDENTURE TRUSTEE AND THE APPLICABLE LOCKBOX TRANSFER
ACCOUNT BANK. EXCEPT AS EXPRESSLY PERMITTED HEREIN, NEITHER THE PROPERTY MANAGER
NOR THE ISSUERS WILL HAVE ANY RIGHT OF WITHDRAWAL FROM THE LOCKBOX TRANSFER
ACCOUNT, AND THE PROPERTY MANAGER HEREBY COVENANTS AND AGREES THAT IT SHALL NOT
WITHDRAW, OR DIRECT ANY PERSON TO WITHDRAW, ANY FUNDS FROM THE LOCKBOX TRANSFER
ACCOUNT.
Section 3.03.
Collection of Real Estate
Taxes and Insurance Premiums; Servicing Accounts; Property Protection Advances;
Emergency Property Expenses.
(A)
EACH OF THE PROPERTY MANAGER AND THE SPECIAL
SERVICER SHALL, AS TO THOSE MORTGAGED PROPERTIES, LEASES AND MORTGAGE LOANS IT
IS OBLIGATED TO SERVICE HEREUNDER, ESTABLISH AND MAINTAIN ONE OR MORE ACCOUNTS
(THE "SERVICING ACCOUNTS"), AND SHALL CAUSE TO BE DEPOSITED FROM THE LOCKBOX
TRANSFER ACCOUNT OR OTHERWISE INTO SUCH SERVICING ACCOUNTS ALL ESCROW PAYMENTS,
SECURITY DEPOSITS RECEIVED FROM TENANTS PURSUANT TO THE LEASES, SUBJECT TO THE
TENANTS' RIGHTS TO SUCH AMOUNTS ("LEASE SECURITY DEPOSITS"), AND AMOUNTS
REQUIRED TO BE PAID BY THE APPLICABLE ISSUERS AS LESSORS UNDER THE LEASES IN
RESPECT OF SALES TAXES ("SALES TAX DEPOSITS"). NOTWITHSTANDING THE FOREGOING, NO
SERVICING ACCOUNTS SHALL BE ESTABLISHED AND MAINTAINED WITH RESPECT TO THOSE
MORTGAGED PROPERTIES, LEASES OR MORTGAGE LOANS PURSUANT TO WHICH THE TENANT OR
BORROWER IS NOT REQUIRED TO MAKE ESCROW PAYMENTS, LEASE SECURITY DEPOSIT OR
SALES TAX DEPOSITS. EACH SERVICING ACCOUNT SHALL BE AN ELIGIBLE ACCOUNT.
WITHDRAWALS OF AMOUNTS SO COLLECTED FROM A SERVICING ACCOUNT (OTHER THAN LEASE
SECURITY DEPOSITS) MAY BE MADE ONLY TO:
(I) EFFECT PAYMENT OF REAL ESTATE OR
PERSONAL PROPERTY TAXES,
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SALES TAXES, ASSESSMENTS, INSURANCE PREMIUMS, GROUND RENTS (IF APPLICABLE) AND
COMPARABLE ITEMS (INCLUDING TAXES OR OTHER AMOUNTS THAT COULD CONSTITUTE LIENS
PRIOR TO OR ON PARITY WITH