Common use of Cash Collateral Subaccount Clause in Contracts

Cash Collateral Subaccount. If a Cash Management Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "Cash Collateral Subaccount") as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Period. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance).

Cash Collateral Subaccount. If a Cash Management Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "“Cash Collateral Subaccount"”) as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Period. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance prepayment of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent Yield Maintenance Premium applicable to a partial involuntary Defeasancethereto).

Cash Collateral Subaccount. If a Cash Management Period shall have commencedcommenced (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period), then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "“Cash Collateral Subaccount"”) as cash collateral for the Debt. Notwithstanding the foregoing, if a Lease Sweep Period has occurred and is then continuing during the continuance of any Cash Management Period (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period), Lender shall have the right (but not the obligation) to allocate any funds in the Cash Collateral Subaccount to the Special Rollover Reserve Subaccount to be held and disbursed in accordance with the terms and conditions of Section 3.5.3 hereof. Any funds in the Cash Collateral Account Subaccount and not previously disbursed or applied shall be disbursed to Borrower Borrowers upon the termination of such Cash Management Period. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance).

Cash Collateral Subaccount. If a Cash Management Period shall have commencedcommenced (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period), then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "Cash Collateral Subaccount") as cash collateral for the Debt. Notwithstanding the foregoing, if a Lease Sweep Period has occurred and is then continuing during the continuance of any Cash Management Period (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period), Lender shall have the right (but not the obligation) to allocate any funds in the Cash Collateral Subaccount to the Special Rollover Reserve Subaccount to be applied in accordance with the terms and conditions of Section 3.5(c) hereof. Any funds in the Cash Collateral Account Subaccount and not previously disbursed or applied shall be disbursed to Borrower shall, upon the termination of such Cash Management Period, be applied and disbursed in accordance with Section 3.1 1 below. Lender shall have the right, but not the obligation, at any time during the continuance of that a Debt Service Cash Management Period has been in effect for two (2) consecutive Calculation Dates (whether or not an Event of DefaultDefault has occurred and is continuing), in its sole and absolute discretion discretion, to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance).

Cash Collateral Subaccount. If a Cash Management Trap Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Trap Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "“Cash Collateral Subaccount"”) as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower shall, upon the termination of such Cash Management PeriodTrap Period be disbursed to Borrower. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which together, with respect to a prepayment of Fixed Rate Principal, the applicable Yield Maintenance Premium applicable thereto and together, with respect to a prepayment of Floating Rate Principal, all Exit Fees applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Trap Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards either (i) a repayment of Floating Rate Principal (together with the Exit Fee applicable thereto) and/or (ii) a partial Defeasance of the Fixed Rate Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance)hereof.

Cash Collateral Subaccount. If a Cash Management Trap Period shall have commenced, commenced then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Trap Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "“Cash Collateral Subaccount"”) as cash collateral for the Debt. Any funds in the Cash Collateral Account Subaccount and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Trap Period. Lender shall have the right, but not the obligation, at any time during the continuance of an a monetary Event of Default or material non-monetary Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including (if the Loan has been accelerated) to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto). AdditionallyNotwithstanding anything to the contrary contained above, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion from time to apply all sums then on deposit in time, to disburse funds deposited into the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith)to Borrower for application to Approved Leasing Expenses or capital expenditures approved by Lender, subject to such terms and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance)conditions as Lender may require.

Cash Collateral Subaccount. If a Cash Management Trap Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Trap Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "Cash Collateral SubaccountCASH COLLATERAL SUBACCOUNT") as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower Borrowers upon the termination of such Cash Management Trap Period. Lender shall have the right, but not the obligation, at any time during the continuance of an a monetary Event of Default or material non-monetary Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto). AdditionallyNotwithstanding anything to the contrary contained above, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion discretion, to apply all sums then on deposit in allocate any funds that have been deposited into the Cash Collateral Subaccount towards as a partial Defeasance result of a Cash Trap Period described in clause (ii) of the Loan (together defined term "Cash Trap Period", into the Rollover Reserve Subaccount to be applied in accordance with any Defeasance costs associated therewith), the terms and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance)conditions of SECTION 3.5 hereof.

Cash Collateral Subaccount. If a Cash Management Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to LenderLender as provided under Section 3.11(a) below, which amounts shall be transferred by Lender into a Subaccount (the "“Cash Collateral Subaccount"”) as cash collateral for the Debt. Notwithstanding the foregoing, if a Lease Sweep Period has occurred and is then continuing during the continuance of any Cash Management Period, Lender shall have the right (but not the obligation) to allocate all Available Cash and any funds in the Cash Collateral Subaccount to the Rollover Reserve Subaccount to be applied in accordance with the terms and conditions of Section 3.5(a) hereof. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Period. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of DefaultDefault has occurred and is continuing, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance).

Cash Collateral Subaccount. If a Cash Management Trap Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Trap Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "Cash Collateral SubaccountCASH COLLATERAL SUBACCOUNT") as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower Borrowers upon the termination of such Cash Management Trap Period. Lender shall have the right, but not the obligation, at any time during the continuance of an a monetary Event of Default or material non-monetary Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto). AdditionallyNotwithstanding anything to the contrary contained above, Lender shall have the right, but not the obligation, at any time subsequent to during the second Calculation Date following the commencement continuance of a DSCR Cash Management Period (whether or not an Event of Default is then continuing)Xxxxxxxxx-Xxxxxxx Sweep Period, in its sole and absolute discretion discretion, to apply all sums then on deposit allocate any funds in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable Xxxxxxxxx-Xxxxxxx Reserve Subaccount to a partial involuntary Defeasance)be applied in accordance with the terms and conditions of SECTION 3.5.2 hereof.

Cash Collateral Subaccount. If a Cash Management Sweep Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Sweep Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "“Cash Collateral Subaccount"”) as cash collateral for the Debt. Notwithstanding the foregoing, if such Cash Sweep Period has commenced and is continuing solely because a Lease Sweep Period has commenced and is continuing, Lender shall have the right (but not the obligation) to allocate any funds in the Cash Collateral Subaccount to the Special Rollover Reserve Subaccount to be applied in accordance with the terms and conditions of Section 3.6.2 hereof. Any funds in the Cash Collateral Account Subaccount and not previously disbursed or applied shall be disbursed to Borrower shall, upon the termination of such Cash Management Sweep Period, be applied and disbursed in accordance with Section 3.12 hereof. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion Default to apply all or any portion of the sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretionelect, including to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance).

Cash Collateral Subaccount. If Subject to Section 3.11, if a Cash Management Period shall have commencedcommenced (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period), then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "“Cash Collateral Subaccount"”) as cash collateral for the Debt. Notwithstanding the foregoing, if a Lease Sweep Period has occurred and is then continuing during the continuance of any Cash Management Period (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period), Lender shall have the right (but not the obligation) to allocate any funds in the Cash Collateral Subaccount to the Special Rollover Reserve Subaccount to be held and disbursed in accordance with the terms and conditions of Section 3.4 hereof. Any funds in the Cash Collateral Account Subaccount and not previously disbursed or applied shall be disbursed to Borrower Borrowers upon the termination of such Cash Management Period. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default has occurred and is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a partial Defeasance prepayment of the Loan Principal (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary DefeasanceYield Maintenance Premium applicable thereto).

Cash Collateral Subaccount. If a Cash Management Trap Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Trap Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "Cash Collateral CASH COLLATERAL Subaccount") as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower Borrowers upon the termination of such Cash Management Trap Period. Lender shall have the right, but not the obligation, at any time during the continuance of an a monetary Event of Default or material non-monetary Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto). AdditionallyNotwithstanding anything to the contrary contained above, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion discretion, to apply all sums then on deposit in allocate any funds that have been deposited into the Cash Collateral Subaccount towards as a partial Defeasance result of a Cash Trap Period described in clause (ii) of the Loan (together defined term "Cash Trap Period", into the Rollover Reserve Subaccount to be applied in accordance with any Defeasance costs associated therewith), the terms and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance)conditions of SECTION 3.5 hereof.

Cash Collateral Subaccount. If a Cash Management Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "Cash Collateral SubaccountCASH COLLATERAL SUBACCOUNT") as cash collateral for Borrower's obligations under the DebtLoan Documents. At Lender's option, during the continuance of a Rollover Sweep Period, any funds that have been deposited into the Cash Collateral Subaccount may be transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 25(f) hereof. Any funds in the Cash Collateral Subaccount Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Period. Lender shall have the right, but not the obligation, at any time (i) during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal Default or (together which the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time ii) subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance of to Borrower's obligations under the Loan Documents, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth Prepayment Consideration (as defined in Section 2.3.3 hereof (to the extent Note) applicable to a partial involuntary Defeasancethereto).

Cash Collateral Subaccount. If a Cash Management Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "“Cash Collateral Subaccount"”) as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Period. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance).

Cash Collateral Subaccount. If a Cash Management Period shall have commenced, then then, subject to Section 3.5.3 hereof, on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Excess Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "“Cash Collateral Subaccount"”) as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Period. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto, if such prepayment is made prior to the Yield Maintenance Date). AdditionallyUpon a Cash Trap Trigger Event Cure, provided that no other Cash Trap Trigger Event exists, Lender shall have disburse to Borrower the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement then current balance of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance)Subaccount.

Cash Collateral Subaccount. If a Cash Management Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "Cash Collateral Subaccount") as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower Borrowers upon the termination of such Cash Management Period. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower Borrowers shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance)hereof.

Cash Collateral Subaccount. If a Cash Management Trap Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Trap Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "Cash Collateral SubaccountCASH COLLATERAL SUBACCOUNT") as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Trap Period. Lender shall have the right, but not the obligation, at any time during the continuance of an a monetary Event of Default or material non-monetary Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including (if the Loan has been accelerated) to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto). AdditionallyNotwithstanding anything to the contrary contained above, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion from time to apply all sums then on deposit in time, to disburse funds deposited into the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith)to Borrower for application to Approved Leasing Costs or capital expenditures approved by Lender, subject to such terms and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance)conditions as Lender may require.

Cash Collateral Subaccount. If a Cash Management Trap Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Trap Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "Cash Collateral SubaccountCASH COLLATERAL SUBACCOUNT") as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Trap Period. Lender shall have the right, but not the obligation, at any time during the continuance of an a monetary Event of Default or material non-monetary Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto). AdditionallyNotwithstanding anything to the contrary contained above, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion discretion, to apply all sums then on deposit in allocate any funds that have been deposited into the Cash Collateral Subaccount towards as a partial Defeasance result of a Cash Trap Period described in clause (ii) of the Loan (together defined term "Cash Trap Period", into the Rollover Reserve Subaccount to be applied in accordance with any Defeasance costs associated therewith), the terms and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance)conditions of SECTION 3.5 hereof.

Cash Collateral Subaccount. If a Cash Management Period shall have commencedcommenced (other than a Cash Management Period triggered solely as a result of (i) a Lease Sweep Period or (ii) the existence of an Approved Mezzanine Loan), then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "“Cash Collateral Subaccount"”) as cash collateral for the Debt. Notwithstanding the foregoing, if a Lease Sweep Period has occurred and is then continuing during the continuance of any Cash Management Period (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period), Lender shall have the right (but not the obligation) to allocate any funds in the Cash Collateral Subaccount to the Rollover Reserve Subaccount to be applied in accordance with the terms and conditions of Section 3.5.1 hereof. Notwithstanding anything to the contrary contained herein, if Borrower delivers to Lender an Officer’s Certificate (with supporting backup) at least three (3) Business Days prior to a Payment Date, stating that, as a result of advance payments of Rent by tenants (during any prior Interest Period), there will be a shortfall in the Deposit Account necessary to pay amounts specified in Section 3.11(a)(i) through (v) on the applicable Payment Date, then a portion of the funds then being held in the Cash Collateral Subaccount (up to the amount represented by such advance rental payments) shall be made available to pay such shortfall (and no Event of Default shall exist as a result thereof). Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Period. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second third Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance)hereof.

Cash Collateral Subaccount. If a Cash Management Trap Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Trap Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "“Cash Collateral Subaccount"”) as cash collateral for the Debt. Any funds in the Cash Collateral Account which have been accumulated solely as a result of a Cash Trap Period triggered as a result of the occurrence of a Default or an Event of Default and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Trap Period. Provided no Event of Default is then continuing, Cash Collateral Funds which have been accumulated solely as a result of any Cash Trap Period other than a Cash Trap Period triggered as a result of the occurrence of a Default or an Event of Default, may, upon satisfaction of the terms and conditions of Section 3.5 hereof, be applied by Lender to pay (or reimburse Borrower for) Approved Leasing Expenses incurred by Borrower in connection with the re-tenanting of the space under the Corinthian Colleges Lease which was the subject of the Cash Trap Period in question. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which the applicable Yield Spread Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance).

Cash Collateral Subaccount. If a Cash Management Period shall have commencedcommenced (other than a Cash Management Period triggered solely as a result of (i) a Lease Sweep Period or (ii) the existence of an Approved Mezzanine Loan), then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "“Cash Collateral Subaccount"”) as cash collateral for the Debt. Notwithstanding the foregoing, if a Lease Sweep Period has occurred and is then continuing during the continuance of any Cash Management Period (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period), Lender shall have the right (but not the obligation) to allocate any funds in the Cash Collateral Subaccount to the Rollover Reserve Subaccount to be applied in accordance with the terms and conditions of Section 3.5.1 hereof. Notwithstanding anything to the contrary contained herein, if Borrower delivers to Lender an Officer’s Certificate (with supporting backup) at least three (3) Business Days prior to a Payment Date, stating that, as a result of advance payments of Rent by tenants (during any prior Interest Period), there will be a shortfall in the Deposit Account necessary to pay the amounts specified in Subsections 3.11(a)(i) through (v) on the applicable Payment Date, then a portion of funds then being held in the Cash Collateral Subaccount (up to the amount represented by such advance rental payments) shall be made available to pay such shortfall (and no Event of Default shall exist as a result thereof). Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Period. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second third Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance)hereof.

Cash Collateral Subaccount. If a Cash Management Trap Period shall have commenced, commenced then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Trap Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "Cash Collateral CASH COLLATERAL Subaccount") as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Trap Period. Lender shall have the right, but not the obligation, at any time during the continuance of an a monetary Event of Default or material non-monetary Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which with the applicable Yield Maintenance Premium applicable thereto). AdditionallyNotwithstanding the foregoing, Lender shall have if a Lease Sweep Period has occurred and is then continuing during the rightcontinuance of any Cash Trap Period, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an provided no Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit Lender shall allocate any funds in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable Rollover Reserve Subaccount to a partial involuntary Defeasance)be applied in accordance with the terms and conditions of Section 3.5(a) hereof.

Cash Collateral Subaccount. If a Cash Management Trap Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Trap Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "“Cash Collateral Subaccount"”) as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower shall, upon the termination of such Cash Management PeriodTrap Period be disbursed to Borrower. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which the applicable Yield Maintenance Premium together, with all Exit Fees applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Trap Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance repayment of the Loan Principal (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent Exit Fee applicable to a partial involuntary Defeasancethereto).

Cash Collateral Subaccount. If a Cash Management Period shall have commencedcommenced (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period), then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "Cash Collateral Subaccount") as cash collateral for the Debt. Notwithstanding the foregoing, if a Lease Sweep Period has occurred and is then continuing during the continuance of any Cash Management Period (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period), Lender shall have the right (but not the obligation) to allocate any funds in the Cash Collateral Subaccount to the Special Rollover Reserve Subaccount to be applied in accordance with the terms and conditions of Section 3.5(c) hereof. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Period. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary t to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof (to the extent applicable to a partial involuntary Defeasance)hereof.