INCORPORATION OR BY-LAWS (OR
EQUIVALENT ORGANIZATIONAL DOCUMENTS) OR ANY LAW, REGULATION OR CONTRACTUAL
RESTRICTION BINDING ON OR AFFECTING IT OR ITS PROPERTY;
(3)
ALL CONSENTS, AUTHORIZATIONS AND APPROVALS REQUIRED FOR THE
EXECUTION AND DELIVERY BY THE COUNTERPARTY OF THE INTEREST RATE CAP AGREEMENT,
AND ANY OTHER AGREEMENT WHICH THE COUNTERPARTY HAS EXECUTED AND DELIVERED
PURSUANT THERETO, AND THE PERFORMANCE OF ITS OBLIGATIONS THEREUNDER HAVE BEEN
OBTAINED AND REMAIN IN FULL FORCE AND EFFECT, ALL CONDITIONS THEREOF HAVE BEEN
DULY COMPLIED WITH, AND NO OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH ANY
GOVERNMENTAL AUTHORITY OR REGULATORY BODY IS REQUIRED FOR SUCH EXECUTION,
DELIVERY OR PERFORMANCE; AND
(4)
THE INTEREST RATE CAP AGREEMENT, AND ANY OTHER AGREEMENT WHICH THE
COUNTERPARTY HAS EXECUTED AND DELIVERED PURSUANT THERETO, HAS BEEN DULY EXECUTED
AND DELIVERED BY THE COUNTERPARTY AND CONSTITUTES THE LEGAL, VALID AND BINDING
OBLIGATION OF THE COUNTERPARTY, ENFORCEABLE AGAINST THE COUNTERPARTY IN
ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY AND
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY, AND SUBJECT, AS TO
ENFORCEABILITY, TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER
ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR AT LAW).
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3.
CASH MANAGEMENT AND RESERVES
3.1
CASH MANAGEMENT ARRANGEMENTS.
BORROWER SHALL CAUSE ALL RENTS TO BE
TRANSMITTED DIRECTLY BY TENANTS OF THE PROPERTY INTO A TRUST ACCOUNT (THE
"CLEARING ACCOUNT") MAINTAINED BY BORROWER AT A LOCAL BANK SELECTED BY BORROWER,
WHICH SHALL AT ALL TIMES BE AN ELIGIBLE INSTITUTION (THE "CLEARING BANK") AS
MORE FULLY DESCRIBED IN THE CLEARING ACCOUNT AGREEMENT.
WITHOUT IN ANY WAY
LIMITING THE FOREGOING, ALL RENTS RECEIVED BY BORROWER, MANAGER OR SUB-MANAGER
SHALL BE DEPOSITED INTO THE CLEARING ACCOUNT WITHIN TWO BUSINESS DAYS OF
RECEIPT.
FUNDS DEPOSITED INTO THE CLEARING ACCOUNT SHALL BE SWEPT BY THE
CLEARING BANK ON A DAILY BASIS INTO AN ELIGIBLE ACCOUNT AT THE DEPOSIT BANK
CONTROLLED BY LENDER (THE "DEPOSIT ACCOUNT") AND APPLIED AND DISBURSED IN
ACCORDANCE WITH THIS AGREEMENT.
FUNDS IN THE DEPOSIT ACCOUNT SHALL BE INVESTED
AT LENDER'S DISCRETION ONLY IN PERMITTED INVESTMENTS.
LENDER WILL ALSO
ESTABLISH SUBACCOUNTS OF THE DEPOSIT ACCOUNT WHICH SHALL AT ALL TIMES BE
ELIGIBLE ACCOUNTS (AND MAY BE LEDGER OR BOOK ENTRY ACCOUNTS AND NOT ACTUAL
ACCOUNTS) (SUCH SUBACCOUNTS ARE COLLECTIVELY REFERRED TO HEREIN AS
"SUBACCOUNTS").
THE DEPOSIT ACCOUNT AND ANY SUBACCOUNT WILL BE UNDER THE SOLE
CONTROL AND DOMINION OF LENDER, AND BORROWER SHALL NOT HAVE ANY RIGHT OF
WITHDRAWAL THEREFROM.
BORROWER SHALL PAY FOR ALL EXPENSES OF OPENING AND
MAINTAINING ALL OF THE ABOVE ACCOUNTS.
3.2
REQUIRED REPAIRS; COMPLETION OF REQUIRED REPAIRS.
BORROWER SHALL
PERFORM AND COMPLETE EACH ITEM OF THE REPAIRS AND ENVIRONMENTAL REMEDIAL WORK AT
THE PROPERTY DESCRIBED ON SCHEDULE 2 (THE "REQUIRED REPAIRS"), IF ANY, WITHIN
ONE (1) YEAR OF THE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME FOR SUCH ITEM SET
FORTH ON SCHEDULE 2, IF ANY.
ALL SUCH REPAIRS AND REMEDIAL WORK SHALL BE
COMPLETED IN A GOOD AND WORKMANLIKE MANNER IN ACCORDANCE WITH ALL APPLICABLE
LEGAL REQUIREMENTS AND FREE FROM ALL