Common use of Cash Trap Reserve Clause in Contracts

Cash Trap Reserve. (i) If, at any time prior to the repayment of the Obligations in full, a Cash Trap Event shall occur, then for so long as such Cash Trap Event continues to exist, all Excess Cash Flow (except as otherwise expressly provided below) shall be deposited with Lender (or its Servicer or agent) and held in the Lock Box Account in accordance with the terms of the Cash Management Agreement (said funds, together with any interest thereon, the "CASH TRAP RESERVE"). A "CASH TRAP EVENT" shall occur as of any Calculation Date when the Debt Yield is less than the Minimum Debt Yield for the trailing twelve (12) month period ending on such Calculation Date and shall continue to exist until such time as the Minimum Debt Yield test has been satisfied for three (3) consecutive Calculation Dates (on a trailing twelve (12) month basis) following the commencement of the applicable Cash Trap Event. Notwithstanding that the Debt Yield is less than the Minimum Debt Yield as of any Calculation Date, no Cash Trap Event shall be deemed to have occurred as a result of such event if the Borrowers make a principal prepayment of the Aggregate Outstanding Principal Balance (which prepayment amount shall be disbursed on the next Payment Date in accordance with the terms of the Cash Management Agreement), within three (3) Business Days after the date of delivery of the financial statements disclosing the existence of such Cash Trap Event (or the date on which such financial statements are required to be delivered pursuant to Section 5.1), in an amount equal to the greater of (x) one percent (1%) of the Aggregate Outstanding Principal Balance, or (y) 120% of the amount, as determined by Lender in its reasonable discretion, sufficient to cause the Debt Yield to meet or exceed the Minimum Debt Yield if such calculation was recalculated as provided above assuming that such amount was applied to reduce the Aggregate Outstanding Principal Balance as of the first day of the relevant measuring period. During the continuance of a Cash Trap Event, provided that no Event of Default shall have occurred and be continuing, any funds on deposit in the Cash Trap Reserve may, at the Borrowers' election, be retained in the Cash Trap Reserve or may be applied to (i) prepayment of the Aggregate Outstanding Principal Balance as provided above, (ii) Capital Expenditures reasonably approved by Lender, or (iii) scheduled payments (not to exceed $525,000 in the aggregate) of principal and interest under the Loan and the Allocable Portion of the Mezzanine Loan (to be applied in accordance with the terms of the Cash Management Agreement). Any funds on deposit in the Cash Trap Reserve shall continue to be held as additional Collateral in accordance with this Section 6.8 until the earlier of (a) the date that such funds are applied or disbursed pursuant to the foregoing sentence or (b) the date that the Minimum Debt Yield test has been satisfied for three (3) consecutive months (as determined above), at which time, provided no Event of Default exists, and no Cash Trap Event has commenced, such funds, together with any and all amounts then held in the Minimum Balance Sub-Account (as defined in the Cash Management Agreement), shall be automatically released to the Borrowers without any further certification requirements on the part of the Borrowers. The existence of a Cash Trap Event shall be determined by Lender in its reasonable good faith determination. If Lender determines that a Cash Trap Event has occurred, Lender shall send the Borrowers written notice thereof. Notwithstanding any provision herein to the contrary, if an Event of Default has occurred and is continuing, all funds on deposit in the Cash Trap Reserve and any subsequent Excess Cash Flow, while such Event of Default is continuing, may be applied by Lender to payment of the Loan (including payment of any Prepayment Consideration) or other Obligations (or to the obligations of the Mezzanine Borrowers to Mezzanine Lender) as Lender may elect.

Cash Trap Reserve. (i) If, at any time prior to the repayment of the Obligations in full, a Cash Trap Event shall occur, then for so long as such Cash Trap Event continues to exist, all Excess Cash Flow (except as otherwise expressly provided below) shall be deposited with Lender (or its Servicer or agent) and held in the Lock Box Account in accordance with the terms of the Cash Management Agreement (said funds, together with any interest thereon, the "CASH TRAP RESERVE"). A "CASH TRAP EVENT" shall occur as of any Calculation Date when (x) the Debt Yield is less than the Minimum Debt Yield or (y) during the Second Extension Term or Third Extension Term, the Debt Service Coverage Ratio is less than the Minimum DSCR, in each case for the trailing twelve (12) month period ending on such Calculation Date and shall continue to exist until such time as the Minimum Debt Yield test has and, during the Second Extension Term or Third Extension Term, the Minimum DSCR tests have been satisfied for three (3) consecutive Calculation Dates (on a trailing twelve (12) month basis) following the commencement of the applicable Cash Trap Event. Notwithstanding that the Debt Yield is less than the Minimum Debt Yield or, if applicable, the Debt Service Coverage Ratio is less than the Minimum DSCR as of any Calculation Date, no Cash Trap Event shall be deemed to have occurred as a result of such event if the Borrowers make a principal prepayment of the Aggregate Outstanding Principal Balance (which prepayment amount shall be disbursed on the next Payment Date in accordance with the terms of the Cash Management Agreement), within three (3) Business Days after the date of delivery of the financial statements disclosing the existence of such Cash Trap Event (or the date on which such financial statements are required to be delivered pursuant to Section 5.1), in an amount equal to the greater of (x) one percent (1%) of the Aggregate Outstanding Principal Balance, or (y) 120% of the amount, as determined by Lender in its reasonable discretion, sufficient to cause the Debt Yield to meet or exceed the Minimum Debt Yield and, if applicable, the Debt Service Coverage Ratio to meet or exceed the Minimum DSCR if such calculation was calculations were recalculated as provided above assuming that such amount was applied to reduce the Aggregate Outstanding Principal Balance as of the first day of the relevant measuring period. During the continuance of a Cash Trap Event, provided that no Event of Default shall have occurred and be continuing, any funds on deposit in the Cash Trap Reserve may, at the Borrowers' election, be retained in the Cash Trap Reserve or may be applied to (i) prepayment of the Aggregate Outstanding Principal Balance as provided above, (ii) Capital Expenditures reasonably approved by Lender, or (iii) scheduled payments (not to exceed $525,000 900,000 in the aggregate) of principal and interest under the Loan and the Allocable Portion of the Mezzanine Loan (to be applied in accordance with the terms of the Cash Management Agreement). Any funds on deposit in the Cash Trap Reserve shall continue to be held as additional Collateral in accordance with this Section 6.8 until the earlier of (a) the date that such funds are applied or disbursed pursuant to the foregoing sentence or (b) the date that the Minimum Debt Yield test has and, during the Second Extension Term or Third Extension Term, the Minimum DSCR tests have each been satisfied for three (3) consecutive months (as determined above), at which time, provided no Event of Default exists, and no Cash Trap Event has commenced, such funds, together with any and all amounts then held in the Minimum Balance Sub-Account (as defined in the Cash Management Agreement), shall be automatically released to the Borrowers without any further certification requirements on the part of the Borrowers. The existence of a Cash Trap Event shall be determined by Lender in its reasonable good faith determination. If Lender determines that a Cash Trap Event has occurred, Lender shall send the Borrowers written notice thereof. Notwithstanding any provision herein to the contrary, if an Event of Default has occurred and is continuing, all funds on deposit in the Cash Trap Reserve and any subsequent Excess Cash Flow, while such Event of Default is continuing, may be applied by Lender to payment of the Loan (including payment of any Prepayment Consideration) or other Obligations (or to the obligations of the Mezzanine Borrowers to Mezzanine Lender) as Lender may elect.

Cash Trap Reserve. (i) If, at any time prior to the repayment of the Obligations in full, a Cash Trap Event shall occur, then then, from and after the occurrence of such Cash Trap Event and for so long as such Cash Trap Event continues to exist, all Excess Cash Flow (except as otherwise expressly provided below) shall be deposited with Lender (or its Servicer or agent) and held in the Lock Box Account in accordance with the terms of the Cash Management Agreement (said funds, together with any interest thereon, the "CASH TRAP RESERVE"). A "CASH TRAP EVENT" shall occur as of any Calculation Date when (x) the Debt Yield is less than the Minimum Debt Yield or (y) the Debt Service Coverage Ratio is less than the Minimum DSCR, in each case for the trailing twelve (12) month period ending on such Calculation Date and shall continue to exist until such time as the Minimum Debt Yield test has and the Minimum DSCR tests have been satisfied for three (3) consecutive Calculation Dates (on a trailing twelve (12) month basis) following the commencement of the applicable Cash Trap Eventsuch Calculation Date. Notwithstanding that the Debt Yield is less than the Minimum Debt Yield or the Debt Service Coverage Ratio is less than the Minimum DSCR as of any Calculation Date, no Cash Trap Event shall be deemed to have occurred as a result of such event if the Borrowers make a principal prepayment of the Aggregate Outstanding Principal Balance (which prepayment amount shall be disbursed on the next Payment Date in accordance with the terms term of the Cash Management Agreement) in such amounts, and applied, on the next Payment Date), within three (3) Business Days after the date of delivery of the financial statements disclosing the existence of such Cash Trap Event (or the date on which such financial statements are required to be delivered pursuant to Section 5.1), in an amount equal to the greater of (x) one percent (1%) of the Aggregate Outstanding Principal Balance, or (y) 120% of the amount, as determined by Lender in its reasonable discretion, sufficient to cause the Debt Yield to meet or exceed the Minimum Debt Yield and the Debt Service Coverage Ratio to meet or exceed the Minimum DSCR if such calculation was calculations were recalculated as provided above assuming that such amount was applied to reduce the Aggregate Outstanding Principal Balance as of the first day of the relevant measuring period. During the continuance of a Cash Trap Event, provided that no Event of Default shall have occurred and be continuing, any funds on deposit in the Cash Trap Reserve may, at the Borrowers' election, be retained in the Cash Trap Reserve or may be applied to (i) prepayment of the Aggregate Outstanding Principal Balance as provided above, (ii) Capital Expenditures reasonably approved by Lender, or (iii) scheduled payments (not to exceed $525,000 3,000,000 in the aggregate) of principal and interest under the Loan and the Allocable Portion of the Mezzanine Loan (to be applied in accordance with the terms of the Cash Management Agreement). Any funds on of deposit in the Cash Trap Reserve shall continue to be held as additional Collateral in accordance with this Section 6.8 until the earlier of (a) the date that such funds are applied or disbursed pursuant to the foregoing sentence or and (b) the date that the Minimum Debt Yield test has and the Minimum DSCR tests have each been satisfied for three (3) consecutive months (as determined above), at which time, provided no Event of Default exists, and no Cash Trap Event has commenced, such funds, together with any and all amounts then held in the Minimum Balance Sub-Account (as defined in the Cash Management Agreement), funds shall be automatically released to the Borrowers without any further certification requirements on the part of the Borrowers. The existence of a Cash Trap Event shall be determined by Lender in its reasonable good faith determination. If Lender determines that a Cash Trap Event has occurred, Lender shall send the Borrowers written notice thereof. Notwithstanding any provision herein to the contrary, if an Event of Default has occurred and is continuing, all funds on deposit in the Cash Trap Reserve and any subsequent Excess Cash Flow, while such Event of Default is continuing, may be applied by Lender to payment of the Loan (including payment of any Prepayment Consideration) or other Obligations (or to the obligations of the Mezzanine Borrowers to Mezzanine Lender) as Lender may elect.

Cash Trap Reserve. (i) If, at any time prior to the repayment of the Obligations in fullAnticipated Repayment Date, a Cash Trap Event shall occur, then then, from and after the date that it is determined that a Cash Trap Event has occurred (which shall be based upon the financial reporting required to be delivered pursuant to Section 5.1(A)(iv)) and for so long as such Cash Trap Event continues to exist, all Excess Cash Flow (except as otherwise expressly provided below) shall be deposited with Lender (or its Servicer or agent) and held in the Lock Box Account in accordance with the terms of the Cash Management Agreement (said funds, together with any interest thereon, the "CASH TRAP RESERVE"). A "CASH TRAP EVENT" shall occur as of the last day of any Calculation Date calendar quarter when the Debt Yield Service Coverage Ratio is equal to or less than the Minimum Debt Yield for the trailing twelve (12) month period ending on such Calculation Date Cash Trap DSCR, and shall continue to exist until such time as the Minimum Debt Yield test has been satisfied Service Coverage Ratio exceeds the Cash Trap DSCR for three two (32) consecutive Calculation Dates (on a trailing twelve (12) month basis) following the commencement calendar quarters. If as of the applicable Cash Trap Event. Notwithstanding that last day of any calendar quarter the Debt Yield Service Coverage Ratio is less than the Minimum Debt Yield as of DSCR, Lender will apply any Calculation Date, no amounts in the Cash Trap Event shall be deemed Reserve to have occurred as a result of such event if the Borrowers make a principal prepayment payment of the Aggregate Outstanding Principal Balance (which prepayment amount shall be disbursed Loan on the next Payment Date in accordance with the terms of the Cash Management Agreement), within three (3) Business Days after the date of delivery of the financial statements disclosing the existence of such Cash Trap Event (or the date on which such financial statements are including any required to be delivered pursuant to Section 5.1), in an amount equal to the greater of (x) one percent (1%) of the Aggregate Outstanding Principal Balance, or (y) 120% of the amount, as determined by Lender in its reasonable discretion, sufficient to cause the Debt Yield to meet or exceed the Minimum Debt Yield if such calculation was recalculated as provided above assuming that such amount was applied to reduce the Aggregate Outstanding Principal Balance as of the first day of the relevant measuring period. During the continuance of a Cash Trap Event, provided that no Event of Default shall have occurred and be continuing, any funds on deposit in the Cash Trap Reserve may, at the Borrowers' election, be retained in the Cash Trap Reserve or may be applied to (i) prepayment of the Aggregate Outstanding Principal Balance as provided above, (ii) Capital Expenditures reasonably approved by Lender, or (iii) scheduled payments (not to exceed $525,000 in the aggregate) of principal and interest under the Loan and the Allocable Portion of the Mezzanine Loan (to be applied in accordance with the terms of the Cash Management AgreementMaintenance). Any funds on deposit in the Cash Trap Reserve shall continue to be held as additional Collateral in accordance with this Section 6.8 until the earlier of (a) the date that such funds are applied or disbursed pursuant 6.8. At any time prior to the foregoing sentence or (b) Anticipated Repayment Date, provided that no Event of Default exists and the date that the Minimum Debt Yield Cash Trap DSCR test has been satisfied for three two (32) consecutive months calendar quarters (as determined above), at which time, provided no Event of Default exists, and no Cash Trap Event has commenced, such funds, together with any and all amounts then held in the Minimum Balance Sub-Account (as defined funds remaining in the Cash Management Agreement), Trap Reserve shall be automatically released to the Borrowers without any further certification requirements on the part of the Borrowers. The existence of a Cash Trap Event shall be determined by Lender in its reasonable good faith determination. If Lender determines that a Cash Trap Event has occurred, Lender shall send the Borrowers written notice thereof. Notwithstanding any provision herein to the contrary, if (x) during the continuance of an Event of Default has occurred Default, and is continuing(y) following the Anticipated Repayment Date, all funds on deposit in the Cash Trap Reserve and any subsequent Excess Cash Flow, while such Event of Default is continuing, Flow may be applied by Lender to payment of the Loan (including payment of any Prepayment ConsiderationYield Maintenance, if any) or other Obligations (or to the obligations of the Mezzanine Borrowers to Mezzanine Lender) as Lender may elect.

Cash Trap Reserve. (i) If, at any time prior to the repayment of the Obligations in full, If a Cash Trap Event Condition occurs (as set forth in the Servicing Report), then, from and after the date that it is determined that a Cash Trap Condition has occurred (which shall occur, then be based upon the financial reporting required to be delivered pursuant to Section 7.02(a)(iv)) and for so long as such Cash Trap Event Condition continues to exist, all Excess Cash Flow Collections available for such purpose under Article V (except as otherwise expressly provided below) shall be deposited with Lender (or its Servicer or agent) the Indenture Trustee and held in a Reserve Account (the Lock Box Account “Cash Trap Reserve Account”) in accordance with the terms of the Cash Management Agreement and this Indenture (said funds, together with any interest thereon, the "CASH TRAP RESERVE"“Cash Trap Reserve”). A "CASH TRAP EVENT" shall occur as of any Calculation Date when the Debt Yield is less than the Minimum Debt Yield for the trailing twelve (12) month period ending on such Calculation Date and shall continue Prior to exist until such time as the Minimum Debt Yield test has been satisfied for three (3) consecutive Calculation Dates (on a trailing twelve (12) month basis) following the commencement of the applicable Cash Trap Event. Notwithstanding that the Debt Yield is less than the Minimum Debt Yield as of any Calculation Datean Amortization Period or a Rapid Amortization Period, no Cash Trap Event shall be deemed to have occurred as a result of such event if the Borrowers make a principal prepayment of the Aggregate Outstanding Principal Balance (which prepayment amount shall be disbursed on the next Payment Date in accordance with the terms of the Cash Management Agreement), within three (3) Business Days after the date of delivery of the financial statements disclosing the existence of such Cash Trap Event (or the date on which such financial statements are required Condition ceases to be delivered pursuant to Section 5.1), in an amount equal to the greater of (x) one percent (1%) of the Aggregate Outstanding Principal Balance, or (y) 120% of the amount, as determined by Lender in its reasonable discretion, sufficient to cause the Debt Yield to meet or exceed the Minimum Debt Yield exist and if such calculation was recalculated as provided above assuming that such amount was applied to reduce the Aggregate Outstanding Principal Balance as of the first day of the relevant measuring period. During the continuance of a Cash Trap Event, provided that no Event of Default shall have occurred and be continuing, any funds on deposit in the Cash Trap Reserve may, at the Borrowers' election, be retained in the Cash Trap Reserve or may be applied to (i) prepayment of the Aggregate Outstanding Principal Balance as provided above, (ii) Capital Expenditures reasonably approved by Lender, or (iii) scheduled payments (not to exceed $525,000 in the aggregate) of principal and interest under the Loan and the Allocable Portion of the Mezzanine Loan (to be applied in accordance with the terms of the Cash Management Agreement). Any funds on deposit in the Cash Trap Reserve shall continue to be held as additional Collateral in accordance with this Section 6.8 until the earlier of (a) the date that such funds are applied or disbursed pursuant to the foregoing sentence or (b) the date that the Minimum Debt Yield test has been satisfied for three (3) consecutive months (as determined above), at which time, provided no Event of Default exists, and no Cash Trap Event has commenced, such funds, together with any and all amounts then held in the Minimum Balance Sub-Account (as defined in the Cash Management Agreement), shall be automatically released to the Borrowers without any further certification requirements on the part of the Borrowers. The existence of a Cash Trap Event shall be determined by Lender in its reasonable good faith determination. If Lender determines that a Cash Trap Event has occurred, Lender shall send the Borrowers written notice thereof. Notwithstanding any provision herein to the contrary, if an Event of Default has occurred and is continuing, any funds then on deposit in the Cash Trap Reserve Account shall be applied pursuant to Section 5.01(a)(xvi). On (i) the first Payment Date to occur on or after the commencement of an Amortization Period, (ii) the first Payment Date after the occurrence of an Event of Default that is continuing or (iii) on any other Payment Date at the direction of the Issuers, the Indenture Trustee shall, at the written direction of the Servicer, apply all funds on deposit in the Cash Trap Reserve Account to reimbursement of the Indenture Trustee and any subsequent Excess Cash Flowthe Servicer in respect of unreimbursed Advances, while including Advance Interest thereon and other amounts then due to the Servicer, the Backup Manager, the Custodian or the Indenture Trustee hereunder or under the other Transaction Documents (including, but not limited to, outstanding Advances, Advance Interest, unpaid Additional Issuer Expenses, and all unpaid fees, expenses, and indemnification due to the Servicer, the Custodian and the Indenture Trustee hereunder and under the other Transaction Documents), and the remaining amount thereof shall be applied to pay the holders of each Class of Notes in direct order of alphabetical designation, the amounts due in respect of such Notes as provided pursuant to Section 5.01(a)(xi) or 5.01(a)(xii), as applicable. On the first Payment Date to occur on or after the commencement of a Rapid Amortization Period (in circumstances where there is no Amortization Period or Event of Default that is then continuing), may the Indenture Trustee will apply all funds on deposit in the Cash Trap Reserve Account to reimbursement of the Indenture Trustee and the Servicer in respect of unreimbursed Advances, including Advance Interest thereon and other amounts then due to the Servicer, the Backup Manager, the Custodian or the Indenture Trustee hereunder or under the other Transaction Documents (including, but not limited to, outstanding Advances, Advance Interest, unpaid Additional Issuer Expenses, and all unpaid fees, expenses, and indemnification due to the Servicer, the Custodian and the Indenture Trustee hereunder and under the other Transaction Documents), and the remaining amount thereof shall, at the written direction of the Servicer, be applied by Lender to payment pay the holders of the Loan (including payment each Class of any Prepayment Consideration) or other Obligations (or Notes of such Series subject to the obligations of Rapid Amortization Period the Mezzanine Borrowers amounts provided pursuant to Mezzanine Lender) as Lender may electSection 5.01(a)(xiii).

Cash Trap Reserve. (i) If, at any time prior to the repayment of the Obligations in full, If a Cash Trap Event Condition shall occur, then then, from and after the date that it is determined that a Cash Trap Condition has occurred (which shall be based upon the financial reporting required to be delivered pursuant to Section 7.02(a)(iv)) and for so long as such Cash Trap Event Condition continues to exist, all Excess Cash Flow Collections available for such purpose under Article V (except as otherwise expressly provided below) shall be deposited with Lender (or its Servicer or agent) the Indenture Trustee and held in a Reserve Sub-Account (such Reserve Sub-Account, the Lock Box Account “Cash Trap Reserve Sub-Account”) in accordance with the terms of the Cash Management Agreement and this Indenture (said funds, together with any interest thereon, the "CASH TRAP RESERVE"“Cash Trap Reserve”). A "CASH TRAP EVENT" shall occur as of any Calculation Date when the Debt Yield is less than the Minimum Debt Yield for the trailing twelve (12) month period ending on such Calculation Date and shall continue Prior to exist until such time as the Minimum Debt Yield test has been satisfied for three (3) consecutive Calculation Dates (on a trailing twelve (12) month basis) following the commencement of the applicable Cash Trap Event. Notwithstanding that the Debt Yield is less than the Minimum Debt Yield as of any Calculation Datean Amortization Period or an ARD Period, no Cash Trap Event shall be deemed to have occurred as a result of such event if the Borrowers make a principal prepayment of the Aggregate Outstanding Principal Balance (which prepayment amount shall be disbursed on the next Payment Date in accordance with the terms of the Cash Management Agreement), within three (3) Business Days after the date of delivery of the financial statements disclosing the existence of such Cash Trap Event (or the date on which such financial statements are required Condition ceases to be delivered pursuant to Section 5.1), in an amount equal to the greater of (x) one percent (1%) of the Aggregate Outstanding Principal Balance, or (y) 120% of the amount, as determined by Lender in its reasonable discretion, sufficient to cause the Debt Yield to meet or exceed the Minimum Debt Yield exist and if such calculation was recalculated as provided above assuming that such amount was applied to reduce the Aggregate Outstanding Principal Balance as of the first day of the relevant measuring period. During the continuance of a Cash Trap Event, provided that no Event of Default shall have occurred and be continuing, any funds on deposit in the Cash Trap Reserve may, at the Borrowers' election, be retained in the Cash Trap Reserve or may be applied to (i) prepayment of the Aggregate Outstanding Principal Balance as provided above, (ii) Capital Expenditures reasonably approved by Lender, or (iii) scheduled payments (not to exceed $525,000 in the aggregate) of principal and interest under the Loan and the Allocable Portion of the Mezzanine Loan (to be applied in accordance with the terms of the Cash Management Agreement). Any funds on deposit in the Cash Trap Reserve shall continue to be held as additional Collateral in accordance with this Section 6.8 until the earlier of (a) the date that such funds are applied or disbursed pursuant to the foregoing sentence or (b) the date that the Minimum Debt Yield test has been satisfied for three (3) consecutive months (as determined above), at which time, provided no Event of Default exists, and no Cash Trap Event has commenced, such funds, together with any and all amounts then held in the Minimum Balance Sub-Account (as defined in the Cash Management Agreement), shall be automatically released to the Borrowers without any further certification requirements on the part of the Borrowers. The existence of a Cash Trap Event shall be determined by Lender in its reasonable good faith determination. If Lender determines that a Cash Trap Event has occurred, Lender shall send the Borrowers written notice thereof. Notwithstanding any provision herein to the contrary, if an Event of Default has occurred and is continuing, any funds then on deposit in the Cash Trap Reserve Sub-Account shall be released to the Issuer. On (i) the first Payment Date to occur on or after the commencement of an Amortization Period or an ARD Period, (ii) the first Payment Date after the occurrence of an Event of Default that is continuing or (iii) on any Payment Date at the direction of the Issuer, the Indenture Trustee will at the written direction of the Servicer apply all funds on deposit in the Cash Trap Reserve Sub-Account to reimbursement of the Indenture Trustee and the Servicer in respect of unreimbursed Advances (including Advance Interest thereon) or any subsequent Excess Cash Flowother amounts then due to the Servicer or the Indenture Trustee hereunder or under the other Transaction Documents (including, while such Event of Default is continuingbut not limited to, may outstanding Advances, Advance Interest, unpaid Additional Issuer Expenses, and all unpaid fees, expenses, and indemnification due to the Servicer and the Indenture Trustee hereunder and under the other Transaction Documents), and the remaining amount thereof shall be deposited in the Debt Service Reserve Sub-Account and applied by Lender to payment of the Loan Notes on such Payment Date (including payment of any Prepayment Considerationrequired Yield Maintenance) or other Obligations (or to the obligations of the Mezzanine Borrowers to Mezzanine Lender) as Lender may electin accordance with Section 5.01(b).

Cash Trap Reserve. (i) If, at any time prior to the repayment of the Obligations in full, a Cash Trap Event shall occur, then then, from and after the occurrence of such Cash Trap Event and for so long as such Cash Trap Event continues to exist, all Excess Cash Flow (except as otherwise expressly provided below) shall be deposited with Lender (or its Servicer or agent) and held in the Lock Box Account in accordance with the terms of the Cash Management Agreement (said funds, together with any interest thereon, the "CASH TRAP RESERVE"). A "CASH TRAP EVENT" shall occur as of any Calculation Date when (x) the Debt Yield is less than the Minimum Debt Yield or (y) the Debt Service Coverage Ratio is less than the Minimum DSCR, in each case for the trailing twelve (12) month period ending on such Calculation Date and shall continue to exist until such time as the Minimum Debt Yield test has and the Minimum DSCR tests have been satisfied for three (3) consecutive Calculation Dates (on a trailing twelve (12) month basis) following the commencement of the applicable Cash Trap Eventsuch Calculation Date. Notwithstanding that the Debt Yield is less than the Minimum Debt Yield or the Debt Service Coverage Ratio is less than the Minimum DSCR as of any Calculation Date, no Cash Trap Event shall be deemed to have occurred as a result of such event if the Borrowers make a principal prepayment of the Aggregate Outstanding Principal Balance (which prepayment amount shall be disbursed on the next Payment Date in accordance with the terms of the Cash Management Agreement) in such amounts, and applied, on the next Payment Date), within three (3) Business Days after the date of delivery of the financial statements disclosing the existence of such Cash Trap Event (or the date on which such financial statements are required to be delivered pursuant to Section 5.1), in an amount equal to the greater of (x) one percent (1%) of the Aggregate Outstanding Principal Balance, or (y) 120% of the amount, as determined by Lender in its reasonable discretion, sufficient to cause the Debt Yield to meet or exceed the Minimum Debt Yield and the Debt Service Coverage Ratio to meet or exceed the Minimum DSCR if such calculation was calculations were recalculated as provided above assuming that such amount was applied to reduce the Aggregate Outstanding Principal Balance as of the first day of the relevant measuring period. During the continuance of a Cash Trap Event, provided that no Event of Default shall have occurred and be continuing, any funds on deposit in the Cash Trap Reserve may, at the Borrowers' election, be retained in the Cash Trap Reserve or may be applied to (i) prepayment of the Aggregate Outstanding Principal Balance as provided above, (ii) Capital Expenditures reasonably approved by Lender, or (iii) scheduled payments (not to exceed $525,000 3,000,000 in the aggregate) of principal and interest under the Loan and the Allocable Portion of the Mezzanine Loan (to be applied in accordance with the terms of the Cash Management Agreement). Any funds on deposit in the Cash Trap Reserve shall continue to be held as additional Collateral in accordance with this Section 6.8 until the earlier of (a) the date that such funds are applied or disbursed pursuant to the foregoing sentence or and (b) the date that the Minimum Debt Yield test has and the Minimum DSCR tests have each been satisfied for three (3) consecutive months (as determined above), at which time, provided no Event of Default exists, and no Cash Trap Event has commenced, such funds, together with any and all amounts then held in the Minimum Balance Sub-Account (as defined in the Cash Management Agreement), funds shall be automatically released to the Borrowers without any further certification requirements on the part of the Borrowers. The existence of a Cash Trap Event shall be determined by Lender in its reasonable good faith determination. If Lender determines that a Cash Trap Event has occurred, Lender shall send the Borrowers written notice thereof. Notwithstanding any provision herein to the contrary, if an Event of Default has occurred and is continuing, all funds on deposit in the Cash Trap Reserve and any subsequent Excess Cash Flow, while such Event of Default is continuing, may be applied by Lender to payment of the Loan (including payment of any Prepayment Consideration) or other Obligations (or to the obligations of the Mezzanine Borrowers to Mezzanine Lender) as Lender may elect.

Cash Trap Reserve. (i) If, at any time prior to the repayment of the Obligations in full, If a Cash Trap Event Condition shall occur, then then, from and after the date that it is determined that a Cash Trap Condition has occurred (which shall be based upon the financial reporting required to be delivered pursuant to Section 7.02(a)(iv)) and for so long as such Cash Trap Event Condition continues to exist, all Excess Cash Flow (except as otherwise expressly provided below) shall be deposited with Lender (or its Servicer or agent) the Indenture Trustee and held in a Sub-Account of the Lock Box Collection Account (the “Cash Trap Reserve Sub-Account”) in accordance with the terms of the Cash Management Agreement and this Indenture (said funds, together with any interest thereon, the "CASH TRAP RESERVE"“Cash Trap Reserve”). A "CASH TRAP EVENT" shall occur as During the continuation of an Amortization Period, or on or after the Anticipated Repayment Date, the Indenture Trustee will apply all funds deposited in the Cash Trap Reserve Sub-Account on any Calculation Payment Date when to reimbursement of the Debt Yield is less than Indenture Trustee and the Minimum Debt Yield for Servicer in respect of unreimbursed Advances (including Advance Interest thereon) or any other amounts then due to the trailing twelve Servicer or the Indenture Trustee hereunder or under the other Transaction Documents (12) month period ending including, but not limited to, outstanding Advances, Advance Interest, unpaid Additional Issuer Expenses, and all unpaid fees, expenses, and indemnification due to the Servicer and the Indenture Trustee hereunder and under the other Transaction Documents), and to payment of the Outstanding principal on the Notes on such Calculation Payment Date and (including any required Yield Maintenance). Any such repayment shall continue be applied first to exist until such time as the Minimum Debt Yield test has been satisfied for three (3) consecutive Calculation Dates (on a trailing twelve (12) month basis) following the commencement reimbursement of the applicable Cash Trap EventIndenture Trustee and the Servicer in respect of unreimbursed Advances (including Advance Interest thereon or any other amounts then due to the Servicer or the Indenture Trustee hereunder or under the other Transaction Documents (including, but not limited to, outstanding Advances, Advance Interest, unpaid Additional Issuer Expenses, and all unpaid fees, expenses and indemnification due to the Servicer and the Indenture Trustee hereunder and under the other Transaction Documents), second, to reduce the Class Principal Balance of the Class of Notes outstanding having the earliest alphabetical designation until the Class Principal Balance of such Class is reduced to zero, and then to reduce the Class Principal Balance of the Class of Notes outstanding having the second earliest alphabetical designation and so on until the Class Principal Balances of all Classes of Notes have been reduced to zero. Notwithstanding that For such purposes, the Debt Yield is less than the Minimum Debt Yield as of any Calculation Date, no Cash Trap Event shall Class A-FL Notes will be deemed to have occurred the same alphabetical designation as a result of such event if the Borrowers make a principal prepayment of the Aggregate Outstanding Principal Balance (which prepayment amount shall Class A-FX Notes and will be disbursed on the next Payment Date in accordance pari passu with the terms of the Cash Management Agreement), within three (3) Business Days after the date of delivery of the financial statements disclosing the existence of such Cash Trap Event (or the date on which such financial statements are required to be delivered pursuant to Section 5.1), in an amount equal Class A-FX Notes. Prior to the greater of (x) one percent (1%) of the Aggregate Outstanding Principal BalanceAnticipated Repayment Date, or (y) 120% of the amount, as determined by Lender in its reasonable discretion, sufficient to cause the Debt Yield to meet or exceed the Minimum Debt Yield if such calculation was recalculated as provided above assuming that such amount was applied to reduce the Aggregate Outstanding Principal Balance as of the first day of the relevant measuring period. During the continuance of a Cash Trap Event, provided that Condition ceases to exist and no Event of Default shall have has occurred and be is continuing, any funds then on deposit in the Cash Trap Reserve maySub-Account shall be released to the Issuer Entity. Prior to the Anticipated Repayment Date, at the Borrowers' election, be retained in the if a Cash Trap Reserve or may be applied to (i) prepayment of the Aggregate Outstanding Principal Balance as provided above, (ii) Capital Expenditures reasonably approved by Lender, or (iii) scheduled payments (not to exceed $525,000 in the aggregate) of principal and interest under the Loan Condition is continuing and the Allocable Portion DSCR is greater than or equal to 1.75 to 1.0, and no Event of the Mezzanine Loan (to be applied in accordance with the terms of the Cash Management Agreement). Any Default has occurred and is continuing, funds on deposit in the Cash Trap Reserve shall continue to be held as additional Collateral in accordance with this Section 6.8 until the earlier of (a) the date that such funds are applied or disbursed pursuant to the foregoing sentence or (b) the date that the Minimum Debt Yield test has been satisfied for three (3) consecutive months (as determined above), at which time, provided no Event of Default exists, and no Cash Trap Event has commenced, such funds, together with any and all amounts then held in the Minimum Balance Sub-Account (as defined in the Cash Management Agreement), shall be automatically released to the Borrowers without any further certification Issuer Entity to be used solely to meet the debt service requirements on the part of the BorrowersCrown International and its subsidiaries (other than CC Towers Holding and its subsidiaries). The existence of a Cash Trap Event Condition shall be determined by Lender the Servicer in its reasonable good faith determination. If Lender determines that a Cash Trap Event has occurred, Lender shall send determination which may be based solely upon the Borrowers written notice thereofFinancial Statements received by the Servicer. Notwithstanding any provision herein to the contrary, if during the continuance of an Event of Default has occurred and is continuing, all funds on deposit in the Cash Trap Reserve and any subsequent Excess Cash Flow, while such Event of Default is continuing, Flow may be applied by Lender the Indenture Trustee (solely at the direction and discretion of the Servicer) to payment of the Loan Notes (including payment of any Prepayment ConsiderationYield Maintenance, if any) or other Obligations (or to as the obligations of the Mezzanine Borrowers to Mezzanine Lender) as Lender Servicer may elect.

Cash Trap Reserve. (i) If, at any time prior to the repayment of the Obligations in full, a Cash Trap Event shall occur, then for so long as such Cash Trap Event continues to exist, all Excess Cash Flow (except as otherwise expressly provided below) shall be deposited with Lender (or its Servicer or agent) and held in the Lock Box Account in accordance with the terms of the Cash Management Agreement (said funds, together with any interest thereon, the "CASH TRAP RESERVE"). A "CASH TRAP EVENT" shall occur as of any Calculation Date when the Debt Yield is less than the Minimum Debt Yield for the trailing twelve (12) month period ending on such Calculation Date and shall continue to exist until such time as the Minimum Debt Yield test has been satisfied for three (3) consecutive Calculation Dates (on a trailing twelve (12) month basis) following the commencement of the applicable Cash Trap Event. Notwithstanding that the Debt Yield is less than the Minimum Debt Yield as of any Calculation Date, no Cash Trap Event shall be deemed to have occurred as a result of such event if the Borrowers make a principal prepayment of the Aggregate Outstanding Principal Balance (which prepayment amount shall be disbursed on the next Payment Date in accordance with the terms of the Cash Management Agreement), within three (3) Business Days after the date of delivery of the financial statements disclosing the existence of such Cash Trap Event (or the date on which such financial statements are required to be delivered pursuant to Section 5.1), in an amount equal to the greater of (x) one percent (1%) of the Aggregate Outstanding Principal Balance, or (y) 120% of the amount, as determined by Lender in its reasonable discretion, sufficient to cause the Debt Yield to meet or exceed the Minimum Debt Yield if such calculation was recalculated as provided above assuming that such amount was applied to reduce the Aggregate Outstanding Principal Balance as of the first day of the relevant measuring period. During the continuance of a Cash Trap Event, provided that no Event of Default shall have occurred and be continuing, any funds on deposit in the Cash Trap Reserve may, at the Borrowers' election, be retained in the Cash Trap Reserve or may be applied to (i) prepayment of the Aggregate Outstanding Principal Balance as provided above, (ii) Capital Expenditures reasonably approved by Lender, or (iii) scheduled payments (not to exceed $525,000 in the aggregate) of principal and interest under the Loan and the Allocable Portion of the Mezzanine Loan (to be applied in accordance with the terms of the Cash Management Agreement). Any funds on deposit in the Cash Trap Reserve shall continue to be held as additional Collateral in accordance with this Section 6.8 until the earlier of (a) the date that such funds are applied or disbursed pursuant to the foregoing sentence or (b) the date that the Minimum Debt Yield test has been satisfied for three (3) consecutive months (as determined above), at which time, provided no Event of Default exists, and no Cash Trap Event has commenced, such funds, together with any and all amounts then held in the Minimum Balance Sub-Account (as defined in the Cash Management Agreement), shall be automatically released to the Borrowers without any further certification requirements on the part of the Borrowers. The existence of a Cash Trap Event shall be determined by Lender in its reasonable good faith determination. If Lender determines that a Cash Trap Event has occurred, Lender shall send the Borrowers written notice thereof. Notwithstanding any provision herein to the contrary, if an Event of Default has occurred and is continuing, all funds on deposit in the Cash Trap Reserve and any subsequent Excess Cash Flow, while such Event of Default is continuing, may be applied by Lender to payment of the Loan (including payment of any Prepayment Consideration) or other Obligations (or to the obligations of the Mezzanine Borrowers to Mezzanine Lender) as Lender may elect.................................................................... 79 ARTICLE VII DEPOSIT ACCOUNT; LOCK BOX ACCOUNT; CASH MANAGEMENT.................................................. 80

Cash Trap Reserve. (i) If, at any time prior to the repayment of the Obligations in full, If a Cash Trap Condition occurs and neither an Amortization Period nor an ARD Period is in effect and no acceleration of the maturity of the Notes has occurred following the occurrence and continuation of an Event shall occurof Default, then then, from and after the date that it is determined that a Cash Trap Condition has occurred (as set forth in the Monthly Report) and for so long as such Cash Trap Event Condition continues to existexist (and no Amortization Period or ARD Period has commenced and no acceleration of the maturity of the Notes has occurred following the occurrence and continuation of an Event of Default), all Excess the applicable Cash Flow (except as otherwise expressly provided belowTrap Percentage of the funds available to be paid pursuant to Section 5.1(a)(ix) shall be deposited with Lender (into the Cash Trap Reserve Account. Prior to an Amortization Period, an ARD Period or its Servicer or agent) and held in the Lock Box Account in accordance with the terms acceleration of the Cash Management Agreement (said funds, together with any interest thereon, maturity of the "CASH TRAP RESERVE"). A "CASH TRAP EVENT" shall occur as of any Calculation Date when the Debt Yield is less than the Minimum Debt Yield for the trailing twelve (12) month period ending on such Calculation Date and shall continue to exist until such time as the Minimum Debt Yield test has been satisfied for three (3) consecutive Calculation Dates (on a trailing twelve (12) month basis) Notes occurring following the commencement occurrence and continuation of the applicable Cash Trap Event. Notwithstanding that the Debt Yield is less than the Minimum Debt Yield as an Event of any Calculation DateDefault, no Cash Trap Event shall be deemed to have occurred as a result of such event if the Borrowers make a principal prepayment of the Aggregate Outstanding Principal Balance (which prepayment amount shall be disbursed on the next Payment Date in accordance with the terms of the Cash Management Agreement), within three (3) Business Days after the date of delivery of the financial statements disclosing the existence of such Cash Trap Event (or the date on which such financial statements are required Condition ceases to be delivered pursuant to Section 5.1), in an amount equal to the greater of (x) one percent (1%) of the Aggregate Outstanding Principal Balance, or (y) 120% of the amount, as determined by Lender in its reasonable discretion, sufficient to cause the Debt Yield to meet or exceed the Minimum Debt Yield if such calculation was recalculated as provided above assuming that such amount was applied to reduce the Aggregate Outstanding Principal Balance as of the first day of the relevant measuring period. During the continuance of a Cash Trap Event, provided that no Event of Default shall have occurred and be continuingexist, any funds then on deposit in the Cash Trap Reserve mayAccount shall be released to the Co-Issuers. Prior to an Amortization Period, at an ARD Period or the Borrowers' electionacceleration of the maturity of the Notes occurring following the occurrence and continuation of an Event of Default, be retained if the Cash Trap Percentage is reduced from 100% to 50% in accordance with the definition thereof, 50% of the funds deposited into the Cash Trap Reserve or may Account during the immediately preceding period for which the Cash Trap Percentage was 100% shall be applied released to the Co-Issuers. On the first Payment Date to occur after (ix) prepayment the commencement of an Amortization Period, (y) the acceleration of the Aggregate Outstanding Principal Balance as provided above, (ii) Capital Expenditures reasonably approved by Lendermaturity of the Notes has occurred following the occurrence and continuation of an Event of Default, or (iiiz) scheduled payments (not to exceed $525,000 in written direction from the aggregate) of principal and interest under the Loan and the Allocable Portion of the Mezzanine Loan (to be applied in accordance with the terms of the Cash Management Agreement). Any funds on deposit in the Cash Trap Reserve shall continue to be held as additional Collateral in accordance with this Section 6.8 until the earlier of (a) the date that such funds are applied or disbursed pursuant to the foregoing sentence or (b) the date that the Minimum Debt Yield test has been satisfied for three (3) consecutive months (as determined above)Co-Issuers, at which time, provided no Event of Default exists, and no Cash Trap Event has commenced, such funds, together with any and all amounts then held in the Minimum Balance Sub-Account (as defined in the Cash Management Agreement), shall be automatically released to the Borrowers without any further certification requirements on the part of the Borrowers. The existence of a Cash Trap Event shall be determined by Lender in its reasonable good faith determination. If Lender determines that a Cash Trap Event has occurred, Lender shall send the Borrowers written notice thereof. Notwithstanding any provision herein to the contrary, if an Event of Default has occurred and is continuingtheir option, all funds on deposit in the Cash Trap Reserve Account shall be applied on such Payment Date pursuant to the Monthly Report (i) to reimburse the Indenture Trustee for any amounts then due to the Indenture Trustee under the Transaction Documents, and any subsequent Excess Cash Flowthen (ii) to pay to the Holders of the Notes in direct order of alphanumerical designation (and amounts so allocated to the Class A Notes shall be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority), while such the amounts due in respect of the Notes as provided pursuant to Section 5.1(a)(x), as applicable. On the first Payment Date to occur on or after the commencement of an ARD Period (in circumstances where there is no Amortization Period and no acceleration of the maturity of the Notes following the occurrence and continuation of an Event of Default is continuingDefault), may all funds on deposit in the Cash Trap Reserve Account shall be applied by Lender to payment of the Loan (including payment of any Prepayment Consideration) or other Obligations (or on such Payment Date pursuant to the obligations Monthly Report (1) to reimburse the Indenture Trustee, for any amounts then due to the Indenture Trustee under the Transaction Documents, and then (2) to pay to the Holders of Notes subject to an ARD Period (and to Holders of all Classes of Variable Funding Notes, regardless of Series) the Mezzanine Borrowers amounts provided pursuant to Mezzanine LenderSection 5.1(a)(vi) as Lender may electand Section 5.1(a)(xi).

Cash Trap Reserve. (i) If, at any time prior to the repayment of the Obligations in full, If a Cash Trap Event shall occur, then then, from and after the date that it is determined that a Cash Trap Event has occurred (which shall be based upon the financial reporting required to be delivered pursuant to Section 5.1(A)(iv)) and for so long as such Cash Trap Event continues to exist, all Excess Cash Flow (except as otherwise expressly provided below) shall be deposited with Lender (or its Servicer or agent) and held in the Lock Box Account in accordance with the terms of the Cash Management Agreement (said funds, together with any interest thereon, the "CASH TRAP RESERVE"). A "CASH TRAP EVENT" shall occur as of the last day of any Calculation Date calendar quarter when the Debt Yield Service Coverage Ratio is equal to or less than the Minimum Debt Yield for the trailing twelve (12) month period ending on such Calculation Date Cash Trap DSCR, and shall continue to exist until such time as the Minimum Debt Yield test has been satisfied Service Coverage Ratio exceeds the Cash Trap DSCR for three two (32) consecutive Calculation Dates (on a trailing twelve (12) month basis) following the commencement calendar quarters. If as of the applicable Cash Trap Event. Notwithstanding that last day of any calendar quarter the Debt Yield Service Coverage Ratio is less than the Minimum Debt Yield as of DSCR, Lender will apply any Calculation Date, no amounts in the Cash Trap Event shall be deemed Reserve to have occurred as a result of such event if the Borrowers make a principal prepayment payment of the Aggregate Outstanding Principal Balance (which prepayment amount shall be disbursed Loan on the next Payment Date in accordance with the terms of the Cash Management Agreement), within three (3) Business Days after the date of delivery of the financial statements disclosing the existence of such Cash Trap Event (or the date on which such financial statements are including any required to be delivered pursuant to Section 5.1), in an amount equal to the greater of (x) one percent (1%) of the Aggregate Outstanding Principal Balance, or (y) 120% of the amount, as determined by Lender in its reasonable discretion, sufficient to cause the Debt Yield to meet or exceed the Minimum Debt Yield if such calculation was recalculated as provided above assuming that such amount was applied to reduce the Aggregate Outstanding Principal Balance as of the first day of the relevant measuring period. During the continuance of a Cash Trap Event, provided that no Event of Default shall have occurred and be continuing, any funds on deposit in the Cash Trap Reserve may, at the Borrowers' election, be retained in the Cash Trap Reserve or may be applied to (i) prepayment of the Aggregate Outstanding Principal Balance as provided above, (ii) Capital Expenditures reasonably approved by Lender, or (iii) scheduled payments (not to exceed $525,000 in the aggregate) of principal and interest under the Loan and the Allocable Portion of the Mezzanine Loan (to be applied in accordance with the terms of the Cash Management AgreementMaintenance). Any funds on deposit in the Cash Trap Reserve shall continue to be held as additional Collateral in accordance with this Section 6.8 until 6.8. Provided that no Event of Default exists and the earlier of (a) the date that such funds are applied or disbursed pursuant to the foregoing sentence or (b) the date that the Minimum Debt Yield Cash Trap DSCR test has been satisfied for three two (32) consecutive months calendar quarters (as determined above), at which time, provided no Event of Default exists, and no Cash Trap Event has commenced, such funds, together with any and all amounts then held in the Minimum Balance Sub-Account (as defined funds remaining in the Cash Management Agreement), Trap Reserve shall be automatically released to the Borrowers without any further certification requirements on the part of the Borrowers. The existence of a Cash Trap Event shall be determined by Lender in its reasonable good faith determination. If Lender determines that a Cash Trap Event has occurred, Lender shall send the Borrowers written notice thereof. Notwithstanding any provision herein to the contrary, if during the continuance of an Event of Default has occurred and is continuing, all funds on deposit in the Cash Trap Reserve and any subsequent Excess Cash Flow, while such Event of Default is continuing, Flow may be applied by Lender to payment of the Loan (including payment of any Prepayment ConsiderationYield Maintenance, if any) or other Obligations (or to the obligations of the Mezzanine Borrowers to Mezzanine Lender) as Lender may elect.