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 Borrower's obligations under the Loan 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 teiuiination 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 or (ii) subsequent to the second Calculation Date following the commencement of a 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 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 the Prepayment Consideration (as defined in the Note) 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 (as defined in the Note) 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 3 of the Note.

Cash Collateral Subaccount. If a Cash Management Period shall have commencedLender may with Manager's consent, then from time to time on or before the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management PeriodConversion Date, apply any or 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 Borrower's obligations under the Loan 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 to repay the outstanding Principal and/or any other portion of the Debt then due and not previously disbursed payable without any penalty or applied premium. Upon the request of Manager, on or before the Conversion Date, Lender shall apply any or all amounts in the Cash Collateral Subaccount to repay the outstanding Principal and/or any other portion of the Debt then due and payable without any penalty or premium. From and after the Substantial Completion Date until the Conversion Date, Manager may request that all excess cash flow in the Cash Collateral Subaccount be disbursed paid as directed by Manager, provided: i) no Default or Event of Default has occurred and is then continuing, ii) Manager makes a written request to Borrower upon Lender (no more than once per month) for the teiuiination payment thereof at least ten (10) days prior to Payment Date on which or after which such funds are to be distributed as requested by Manager, and iii) pay over such amounts as directed by Manager subject to the letter of such Cash Management Periodcredit conditions specified below. Lender may require, in its discretion, that Manager deliver to Lender, as beneficiary, one or more clean, irrevocable letters of credit, reasonably satisfactory to Lender in form and content and as to the bank or trust company which is the issuer (which issuer must have an S&P rating of "A" or better) equal in amount to the funds paid over to or as directed by Manager (unless and to the extent such funds are used to reduce the outstanding Principal as provided in this Section 3.6). Any such letter of credit shall have an expiration date not earlier than thirty (30) days after the rightExpected Conversion Date, but not provided that the obligation, expiration date may be one (1) year from its issuance if the letter of credit provides for a drawing by Lender of the full amount thereof at any time on or after the thirtieth (i30th) day preceding its stated expiration date. Any letter of credit shall be held by Lender and may be drawn at any time within thirty (30) days prior to the expiration thereof, upon the occurrence and during the continuance of an Event of Default Default, or within thirty (ii30) subsequent days prior to the second Calculation Date following Expected Conversion Date, whereupon the commencement proceeds of a Cash Management Period (whether or not an Event the letter of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit credit shall be deposited in the Cash Collateral Subaccount Subaccount. On the Conversion Date, provided no Default or Event of Default exists (and all payments required to Borrower's obligations under be made by Borrower and/or Manager on 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 the Prepayment Consideration (as defined in the Note) applicable theretoConversion Date have been made). Additionally, Lender shall have disburse to Manager, or as otherwise directed by Manager, the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period funds (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit if any) remaining in the Cash Collateral Subaccount towards a partial Defeasance (as defined in the Note) 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 3 of the NoteSubaccount.

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 CASH COLLATERAL SUBACCOUNT") as cash collateral for Borrower's obligations under the Loan 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 teiuiination 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 or (ii) subsequent to the second Calculation Date following the commencement of a 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 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 the Prepayment Consideration (as defined in the Note) 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 (as defined in the Note) 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 3 of the Note.

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"Collateral Subaccount”) as cash collateral for Borrower's obligations under the Loan DocumentsDebt. At Lender's optionNotwithstanding the foregoing, if a Lease Sweep Period has occurred and is then continuing during the continuance of any Cash Management Period (other than a Rollover 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 that have been deposited into in the Cash Collateral Subaccount may be transferred by Lender into to the Rollover Reserve Subaccount, Subaccount to be applied and disbursed in accordance with the provisions terms and conditions of Section 25(f3.5.1 hereof. Notwithstanding anything to the contrary contained herein, if Borrower delivers to Lender an Officer’s Certificate (with supporting backup) hereofat 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 Subaccount Account and not previously disbursed or applied shall be disbursed to Borrower upon the teiuiination 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 or (ii) subsequent to the second Calculation Date following the commencement of a Cash Management Period (whether or not an Event of Default is then continuing)Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to Borrower's obligations under the Loan DocumentsDebt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal Principal (together with the applicable Spread Maintenance Premium or Prepayment Consideration (as defined in the Note) 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 (as defined in the Note) 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 3 of the Note.

Cash Collateral Subaccount. If a Cash Management Period shall have commencedLender may with Manager's consent, then from time to time on or before the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management PeriodConversion Date, apply any or 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 Borrower's obligations under the Loan 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 to repay the outstanding Principal and/or any other portion of the Debt then due and not previously disbursed payable without any penalty or applied premium. Upon the request of Manager, on or before the Conversion Date, Lender shall apply any or all amounts in the Cash Collateral Subaccount to repay the outstanding Principal and/or any other portion of the Debt then due and payable without any penalty or premium. From and after the Substantial Completion Date until the Conversion Date, Manager may request that all excess cash flow in the Cash Collateral Subaccount be disbursed paid as directed by Manager, provided: i) no Default or Event of Default has occurred and is then continuing, ii) Manager makes a written request to Borrower upon Lender (no more than once per month) for the teiuiination payment thereof at least ten (10) days prior to Payment Date on which or after which such funds are to be distributed as requested by Manager, and iii) Lender pays over such amounts as directed by Manager subject to the letter of such Cash Management Periodcredit conditions specified below. Lender may require, in its discretion, that Manager deliver to Lender, as beneficiary, one or more clean, irrevocable letters of credit, reasonably satisfactory to Lender in form and content and as to the bank or trust company which is the issuer (which issuer must have an S&P rating of "A" or better) equal in amount to the funds paid over to or as directed by Manager (unless and to the extent such funds are used to reduce the outstanding Principal as provided in this Section 3.6). Any such letter of credit shall have an expiration date not earlier than thirty (30) days after the rightExpected Conversion Date, but not provided that the obligation, expiration date may be one (1) year from its issuance if the letter of credit provides for a drawing by Lender of the full amount thereof at any time on or after the thirtieth (i30th) day preceding its stated expiration date. Any letter of credit shall be held by Lender and may be drawn at any time within thirty (30) days prior to the expiration thereof, upon the occurrence and during the continuance of an Event of Default Default, or within thirty (ii30) subsequent days prior to the second Calculation Date following Expected Conversion Date, whereupon the commencement proceeds of a Cash Management Period (whether or not an Event the letter of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit credit shall be deposited in the Cash Collateral Subaccount Subaccount. On the Conversion Date, provided no Default or Event of Default exists (and all payments required to Borrower's obligations under be made by Borrower and/or Manager on 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 the Prepayment Consideration (as defined in the Note) applicable theretoConversion Date have been made). Additionally, Lender shall have disburse to Manager, or as otherwise directed by Manager, the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period funds (whether or not an Event of Default is then continuing), in its sole and absolute discretion to apply all sums then on deposit if any) remaining in the Cash Collateral Subaccount towards a partial Defeasance (as defined in the Note) 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 3 of the NoteSubaccount.

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"Collateral Subaccount”) as cash collateral for Borrower's obligations under the Loan DocumentsDebt. At Lender's optionNotwithstanding the foregoing, if a Lease Sweep Period has occurred and is then continuing during the continuance of any Cash Management Period (other than a Rollover 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 that have been deposited into in the Cash Collateral Subaccount may be transferred by Lender into to the Special Rollover Reserve Subaccount, Subaccount to be applied and disbursed in accordance with the provisions terms and conditions of Section 25(f) 3.5.2 hereof. Any funds in the Cash Collateral Subaccount Account and not previously disbursed or applied shall be disbursed to Borrower upon the teiuiination 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 or (ii) subsequent to the second Calculation Date following the commencement of a Cash Management Period (whether or not an Event of Default is then continuing)Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to Borrower's obligations under the Loan DocumentsDebt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal Principal (together with the Prepayment Consideration (as defined in the Note) Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second fourth 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 (as defined in the Note) 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 3 of the Note2.3.3 hereof.