Common use of Blocked Account Clause in Contracts

Blocked Account. Borrower will cause all Gross Revenues (other than tenant security deposits, which shall be deposited directly into the Security Deposit Account) to be deposited to the Blocked Account and shall give irrevocable notices to account debtors of Borrower or the Project (other than residential tenants) to make all payments made by wire transfer, directly to the Blocked Account. So long as no Event of Default has occurred under this Agreement or any of the other Loan Documents, Borrower will disburse funds from the Blocked Account in the following order of priority: (i) First, to pay any unpaid Expenses and other costs; (ii) next, to pay all Accrued Interest then due and payable; (iii) next, to Lender to make the required monthly payment amounts to the Insurance Escrow and Property Tax Escrow pursuant to Section 4.2; (iv) next, to Lender to make the required deposits into the Replacement Reserve under Section 4.1(m); (v) next, to pay other Indebtedness due under the Loan Documents; (vi) next, to pay Eligible Expenses; and (vii) Finally, Excess Cash Flow may be distributed by Borrower if there is no Event of Default then outstanding, subject to the restriction on distributions set forth in Section 4.1(e). Commencing on the Payment Commencement Date and continuing on the first day of each month thereafter, the amounts described in clauses (i), (ii), (iii), (iv) and (v) above shall be due and payable whether or not Gross Revenues are sufficient therefor. Pursuant to the Bank Account Control Agreement, Lender is hereby authorized to notify any Depository Bank that an Event of Default has occurred and is continuing under this Agreement or any of the other Loan Documents.

Blocked Account. No later than two (2) Business Days after Borrower’s receipt thereof, Borrower will cause all Gross Revenues (other than tenant security deposits, which shall be deposited directly into the Security Deposit Account) to be deposited to into the Blocked Account and shall give irrevocable notices to Provider and other account debtors of Borrower or the Project (other than residential tenants) Property to make all payments made by wire transfer, directly to the Blocked AccountAccount (and Borrower shall cause Provider to directly deposit those payments described in Sections 9(a)(i)(2), 9(a)(i)(3), 9(a)(i)(4)(ii) and 9(a)(i)(5) of the Multi-Party Agreement directly into the Blocked Account in accordance with the Multi-Party Agreement and shall not give any direction to Provider that is inconsistent with the foregoing). So Prior to the occurrence of a Cash Trap Event and so long as no Cash Trap Event of Default has occurred under this Agreement or any of the other Loan Documentsis continuing, Borrower each month Agent will disburse funds from the Blocked Account (by ACH or otherwise) in the following order of priority: (ia) Firstfirst, to pay any unpaid Expenses and other costsCharges; (iib) next, subject to Borrower’s rights under Section 2.2.2(c) and (d), to Agent to make the required amount of the Monthly Tax Deposits and the Monthly Insurance Deposit; (c) next, subject to Borrower’s rights under Section 2.2.2(j), commencing the month immediately preceding the Support Service Start Date and thereafter, to Agent in the amount of the required Monthly O&M Deposit to be held by Agent in the O&M Reserve; (d) next, subject to Borrower’s rights under Section 2.2.2(a), to pay all Accrued Interest and, on and after the Amortization Commencement Date, any Minimum Amortization Payment then due and payable; (iiie) next, subject to Borrower’s rights under Section 2.2.2(g), to Agent to be deposited in the Subaccount for the Pre-Opening Expenses Escrow Account until such Subaccount contains the full amount of the Pre-Opening Escrow Funds, regardless if then required under the Facility Lease; (f) next, subject to Borrower’s rights under Section 2.2.2(f), to Agent to be deposited in the Subaccount for the Operating Deficit Escrow Account until such Subaccount contains the full amount of the Operating Deficit Escrow Funds, regardless if then required under the Facility Lease, and to the extent that Borrower is ever obligated to replenish the Operating Deficit Escrow Account in accordance with the terms of the Facility Lease, to Agent in an amount which shall be deposited in the Operating Deficit Escrow Account and when added to the funds then held therein shall cause the Operating Deficit Escrow Account to contain the full amount of the Operating Deficit Escrow Funds; (g) next, subject to Borrower’s rights under Section 2.2.2(h), to Agent to be deposited in the Subaccount for the Working Capital Escrow Account until such Subaccount contains the full amount of the Minimum Working Capital Amount, regardless if then required under the Facility Lease, and to the extent that Borrower is ever obligated to replenish the Working Capital Escrow Account in accordance with the terms of the Facility Lease, to Agent in an amount which shall be deposited in the Working Capital Escrow Account and when added to the funds then held therein shall cause the Working Capital Escrow Account to contain the full amount of the Minimum Working Capital Amount; (h) next, to Lender Ground Lessee in the amount of all rent and other sums then due and payable to make Ground Lessee under the required monthly payment terms of the Ground Sublease, and all accrued and unpaid amounts to the Insurance Escrow and Property Tax Escrow pursuant to Section 4.2relating thereto; (ivi) next, subject to Lender to make the required deposits into the Replacement Reserve Borrower’s rights under Section 4.1(m2.2.2(k); (v) next, to pay other Indebtedness due under the Loan Documents; (vi) next, Borrower to pay Eligible Expenses; and; (viij) Finally, Excess Cash Flow may be distributed by Borrower if there is no Event of Default then outstandingnext, subject to the restriction on distributions limitations regarding Excess Revenues set forth in Section 4.1(e)the following paragraph, to Borrower. Commencing on the Payment Commencement Date and continuing on the first day of each month thereafter, the The amounts described in clauses (a) through (i), (ii), (iii), (iv) and (v) above shall be due and payable on each Scheduled Payment Date whether or not Gross Revenues Revenues, the Insurance Holdback, the Interest Holdback, the O&M Holdback, the Operating Deficit Holdback, Pre-Opening Expense Holdback, the Project Working Capital Holdback, the Real Estate Tax Holdback and the Working Capital Holdback are sufficient therefor. Pursuant Borrower hereby grants to Agent, for the Bank benefit of Lenders, a first priority security interest in the Blocked Account Control Agreementand all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Agent and Lenders a perfected first priority security interest in the Blocked Account, Lender including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify, or permit the alteration or modification of, the Blocked Account. Agent shall have the sole right to make withdrawals from the Blocked Account and all costs and expenses for establishing and maintaining the Blocked Account shall be paid by Borrower. Upon the occurrence and during the continuance of a Cash Trap Event (and, if any such Cash Trap Event is hereby authorized to notify any Depository Bank that an Event of Default, such Event of Default is waived by Agent in writing), all amounts deposited into the Blocked Account shall be disbursed by Agent, to the extent of available funds, in the order of priority described in clauses (a) through (i) of this Section 2.6, with any remaining funds to be held in the Collateral Reserve. Upon the discontinuance of all Cash Trap Events, disbursements of Revenues from the Blocked Account will be made in the order of priority described in clauses (a) through (j) of this Section 2.6 and all funds then held by Agent in the Collateral Reserve shall be, at Borrower’s election (to be exercised by written notice to Agent), either paid to Agent to be deposited in the Subaccount for the Working Capital Escrow Account (provided, that if the Working Capital Escrow Account has already been funded in accordance with the terms of this Agreement, such funds shall be deposited directly in the Working Capital Escrow Account) or, subject to the payment of the applicable Minimum Interest Lookback Amount (if any) and the applicable Exit Fee (if any), shall be applied to the then outstanding principal balance of the Loan; provided, however, that if none of the discontinued Cash Trap Events were set forth in subparagraphs (a), (b), (f), (i), (j) or (o) of the definition of “Cash Trap Event” then all funds then held by Agent in the Collateral Reserve shall be disbursed by Agent, to the extent of available funds, in the order of priority described in clauses (a) through (j) of this Section 2.6. Prior to the Amortization Commencement Date and except for Revenues deposited in the Collateral Reserve, deposited in the Working Capital Escrow Account (or its Subaccount) or applied to the outstanding principal balance of the Loan, in each case as described above in this paragraph, if there are Revenues remaining after the payments described in clauses (a) through (i) above have been made (such remaining Revenues, if any, are referred to herein as the “Excess Revenues”), then, so long as no Default or Event of Default or Cash Trap Event shall have occurred and is continuing under be continuing, one-half (1/2) of all Excess Revenues shall be paid to Borrower not more than once in any thirty (30) day period until such time as Borrower has received Excess Revenues of $6,000,000 in the aggregate pursuant to this sentence. The amount of all Excess Revenues not paid to Borrower pursuant to the immediately preceding sentence shall be, at Borrower’s election from time to time (to be exercised by written notice to Agent), either paid to Agent to be deposited in the Subaccount for the Working Capital Escrow Account (provided, that if the Working Capital Escrow Account has already been funded in accordance with the terms of this Agreement, such funds shall be deposited directly in the Working Capital Escrow Account) or shall be paid to Agent to be applied to the Indebtedness, subject to the payment of the Minimum Interest Lookback Amount and the Exit Fee on the amounts so applied. For avoidance of doubt, (i) prior to the Amortization Commencement Date, Borrower shall not be entitled to receive more than $6,000,000 of Excess Revenues, (ii) after the Amortization Commencement Date all Excess Revenues shall be paid to Borrower, subject to all terms, conditions and provisions of this Agreement or any of and the other Loan Documents, and (iii) there shall be no Excess Revenues until all amounts then due and payable to Ground Lessee under the terms of the Ground Sublease and all accrued and unpaid amounts relating thereto shall have been paid in full. If, pursuant to the terms of this paragraph any Excess Revenues or funds in the Collateral Reserve are either deposited in the Subaccount for the Working Capital Escrow Account or directly in the Working Capital Escrow Account, then the undisbursed amount of the Working Capital Holdback shall be reduced by the amount so deposited. In the event Borrower is entitled to implement the Revenue Sweep pursuant to the terms of Section 15.1.9 of the Facility Lease, Borrower agrees that it shall immediately do so and shall provide written notice thereof to Agent within five (5) Business Days of its implementation of the Revenue Sweep. For so long as Borrower is entitled to keep the Revenue Sweep in place pursuant to the terms of Section 15.1.9 of the Facility Lease, Borrower agrees that all amounts subject to the Revenue Sweep shall be deposited into the Blocked Account.

Blocked Account. Borrower will cause all Gross Revenues (other than tenant security deposits, which shall be deposited directly into the Security Deposit Account) to be deposited to the Blocked Account and shall give irrevocable notices to account debtors of Borrower or the Project (other than residential tenants) to make all payments made by wire transfer, directly to the Blocked Account. So long as no Event of Default has occurred under this Agreement or any of the other Loan Documents, Borrower will disburse funds from the Blocked Account in the following order of priority: (i) First, to pay any unpaid Expenses and other costs; (ii) next, to pay all Accrued Interest then due and payable, except if there are undisbursed amounts in the Interest Reserve, Gross Revenues shall be applied first to the items described in subsections 2.9(b)(iii) and 2.(b)(iv) below and then to Accrued Interest; (iii) next, to Lender to make the required monthly payment amounts to the Insurance Escrow and Property Tax Escrow pursuant to Section 4.2; (iv) next, to Lender to make the required deposits into the Replacement Reserve under Section 4.1(m); (v) next, to pay other Indebtedness due under the Loan Documents; (vi) next, to pay Eligible Expenses; and (vii) Finally, Excess Cash Flow may be distributed by Borrower if there is no Event of Default then outstanding, subject to the restriction on distributions set forth in Section 4.1(e). Commencing on the Payment Commencement Date and continuing on the first day of each month thereafter, the amounts described in clauses (i), (ii), (iii), (iv) and (v) above shall be due and payable whether or not Gross Revenues or the Interest Reserve are sufficient therefor. Pursuant to the Bank Account Control Agreement, Lender is hereby authorized to notify any Depository Bank that an Event of Default has occurred and is continuing under this Agreement or any of the other Loan Documents.