Common use of Cash Flow Sweep Clause in Contracts

Cash Flow Sweep. (i) On or before April 1, 2025, Administrative Borrower shall establish an account at, and controlled by, Administrative Agent for the purpose of holding Excess Cash Flow (as defined below) deposits (the “Excess Cash Flow Account”). (ii) Commencing on April 10, 2025 (the “Initial Deposit Date”) and on the tenth (10th) day of each calendar month thereafter until payment of the Obligations in full (other than contingent Obligations not yet due and payable and for which no demand has been made), Administrative Borrower shall deposit into the Excess Cash Flow Account an amount equal to the Excess Cash Flow for the preceding month. As used herein, “Excess Cash Flow” means, with respect to each period of determination, an amount equal to (A) all income, revenues, reimbursements and receipts of any kind whatsoever received by ▇▇▇▇▇▇▇▇, on an aggregate basis, from the Borrowing Base Properties during such period, less (B) all operating expenses paid by Borrower, on an aggregate basis, in connection with the Borrowing Base Properties during such period, but excluding amounts paid or reserved for real estate tax payments and property insurance premium payments, less (C) interest paid by Borrower, on an aggregate basis, to Administrative Agent, and all other amounts paid by Borrower, on an aggregate basis, to Administrative Agent or any Lender, with respect to the Loans during such period. For the avoidance of doubt, unless approved by Administrative Agent in its discretion in each instance, the calculation of Excess Cash Flow for each month shall not be subject to reduction for amounts paid by any Borrower for (Y) tenant improvement obligations, tenant improvement allowances or leasing commissions, or (Z) capital improvements.

Cash Flow Sweep. (a) If, for any Determination Date with respect to which the financial covenants set forth in Section 8.01 are to be complied with, Borrower shall fail to meet any of such covenants, then, (i) On or before April 1within forty-five (45) days after the end of the first calendar month immediately following the calendar month in which such Determination Date occurs, 2025, Administrative Borrower shall establish an account atshall, and controlled byhereby covenants to, make a payment to Administrative Agent in an amount equal to Net Cash Flow for such immediately following calendar month and (ii) within forty-five (45) days after the end of each subsequent calendar month until Administrative Agent is required to release sums as provided in paragraph (b) below, Borrower shall, and hereby covenants (subject to paragraph (c) below) to, make a payment to Administrative Agent in an amount equal to Net Cash Flow for such subsequent calendar month, irrespective of whether the requisite DSCR, Refinance DSCR and Debt Yield, as the case may be, were attained as of the end of the quarter in which such subsequent calendar month falls. Notwithstanding the foregoing, in the case of monthly payments of Net Cash Flow for any January, such payments shall be due with the monthly payment for deposit in the Cash Flow Collateral Account in respect of February (i.e., on April 14). Said amounts shall be deposited by Administrative Agent into interest-bearing, "blocked" cash collateral account no. 6005-524103 established with Administrative Agent (the "Cash Flow Collateral Account") to be held by Administrative Agent for the benefit of Lenders as hereinafter provided. Borrower hereby assigns the Cash Flow Collateral Account and all sums therein, including interest thereon, to Administrative Agent, for the benefit of Lenders, as security for the payment and performance of the Obligations and acknowledges that Borrower shall have no right to such sums except to the extent specifically provided for herein. Borrower further acknowledges that Administrative Agent shall retain possession of all documents evidencing the Cash Flow Collateral Account to perfect its security interest therein. Upon the occurrence of an Event of Default, Administrative Agent may, at the option of the Required Lenders, apply any and all sums in the Cash Flow Collateral Account (including interest) to the immediate reduction of the Principal Amount and/or accrued and unpaid interest and/or other sums payable hereunder or under the Note or other Loan Documents, in such order and amounts as the Required Lenders shall elect. Administrative Agent is hereby appointed Borrower's attorney-in-fact for the purpose of holding Excess withdrawing any and all sums from the Cash Flow Collateral Account. Borrower agrees to execute such further documents (including security agreements and UCC-1 financing statements) and do such further acts as defined below) deposits (Administrative Agent may reasonably request to confirm or perfect the “Excess Cash Flow Account”)assignment and security interest provided for in this Section. (iib) Commencing on April 10If, 2025 for two (2) consecutive Determination Dates following an event giving rise to Borrower's obligation to make payments to Administrative Agent for deposit into the “Initial Deposit Date”Cash Flow Collateral Account as set forth in paragraph (a) above, DSCR shall equal or exceed 1.35 to 1.0 or 1.45 to 1.0, as the case may be, Refinance DSCR shall equal or exceed 1.10 to 1.0 or 1.15 to 1.0, as the case may be, and Debt Yield shall equal or exceed 11.0% or 12.0%, as the case may be, all as required by Section 8.01, then, if there shall exist no Default or Event of Default, on the tenth forty-fifth (10th45th) day following such second consecutive Determination Date (or the ninetieth (90th) day in the case of each calendar month thereafter until payment of the Obligations in full (other than contingent Obligations not yet due and payable and for which no demand has been madea Determination Date falling on December 31), Administrative Agent shall release all sums (including interest), if any, then on deposit in the Cash Flow Collateral Account to Borrower and such sums shall be deemed free of the assignment and security interest created pursuant to this Section, and Administrative Agent shall execute such further documents (including UCC termination statements) to confirm the foregoing as Borrower shall reasonably request; provided, however, that if the requisite DSCR, Refinance DSCR and Debt Yield specified in Section 8.01 shall not be attained for any succeeding quarter, Borrower shall again be required to make payments for deposit into in the Excess Cash Flow Collateral Account as provided in paragraph (a) above and the other provisions of said paragraph (a) and this paragraph (b) shall be applicable. (c) Notwithstanding the foregoing provisions of this Section, if the DSCR, Refinance DSCR and/or Debt Yield required by Section 8.01 are not met, Borrower may, in lieu of making the requisite payments of Net Cash Flow provided for above, make, prior to the first payment date of such Net Cash Flow, a partial prepayment of the Principal Amount in an amount such that the required DSCR, Refinance DSCR and/or Debt Yield would have been met had the reduced Principal Amount been the Principal Amount as of the end of the relevant calendar quarter. (d) Notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, the failure of Borrower to meet any of the financial covenants set forth in Section 8.01 hereof shall not, in and of itself, be a Default or Event of Default and Lenders' remedy shall be the commencement of the Cash Flow Sweep as described in this Section 8.02. (e) If (x) delinquent rents more than one hundred twenty (120) days past due were excluded from Pro-Forma Net Operating Income for a particular period of time in accordance with the definition of such term, (y) but for such delinquency, Borrower would have complied with the covenants set forth in Section 8.01 and (z) such delinquent rents are paid in a later period and the applicable tenant is paying rent no more than one hundred twenty (120) days in arrears under its lease, then Pro-Forma Net Operating Income for the earlier period shall be recomputed by adding the formerly delinquent rent and, provided there exists no Event of Default, within five (5) Business Days after submission by Borrower of a revised certificate of the sort required by paragraph (4) of Section 6.09, reasonably satisfactory to Administrative Agent, demonstrating compliance with the covenants contained in Section 8.01 as of the relevant earlier Determination Date, Administrative Agent shall release to Borrower from the Cash Flow Collateral Account an amount equal to the Excess amount of Net Cash Flow for deposited therein relating to the preceding month. As used hereinperiod from such earlier Determination Date until the next later Determination Date, “Excess Cash Flow” meansif any, with respect as of which Borrower failed to each period of determination, an amount equal to (A) all income, revenues, reimbursements and receipts of any kind whatsoever received by ▇▇▇▇▇▇▇▇, on an aggregate basis, from the Borrowing Base Properties during such period, less (B) all operating expenses paid by Borrower, on an aggregate basis, in connection comply with the Borrowing Base Properties during covenants set forth in Section 8.01. If there is no such period, but excluding amounts paid or reserved for real estate tax payments and property insurance premium payments, less (C) interest paid by Borrower, on an aggregate basis, to Administrative Agent, and later Determination Date then all other amounts paid by Borrower, on an aggregate basis, to Administrative Agent or any Lender, with respect to sums in the Loans during such period. For the avoidance of doubt, unless approved by Administrative Agent in its discretion in each instance, the calculation of Excess Cash Flow for each month Collateral Account shall not be subject released to reduction for amounts paid by any Borrower for (Y) tenant improvement obligations, tenant improvement allowances or leasing commissions, or (Z) capital improvementsBorrower.