Common use of Excess Working Capital Advances Clause in Contracts

Excess Working Capital Advances. In the event there are insufficient funds in the Collection Account and also insufficient available funds in the Working Capital Reserve Account (including, as applicable, by a permitted release of such funds to the Collection Account or as otherwise permitted in the Custodial and Paying Agency Agreement) to (a) pay any Working Capital Expenses other than (i) Funding Draws or (ii) the Management Fee, Interim Management Fee or Interim Servicing Fee, or (b) fund the Defeasance Account by such amount as may be required to cure a Purchase Money Notes Trigger Event (as defined in the Reimbursement, Security and Guaranty Agreement), then the Manager (x) shall, except as otherwise provided in Section 12.6, make an advance of its own funds to the Company to be used by the Company for payment of such permitted (or required, as applicable) Working Capital Expenses and (y) may (but shall not have an obligation to) make an advance of its own funds to the Company to be used by the Company for such funding of the Defeasance Account (any such advance to the Company pursuant to this sentence, an “Excess Working Capital Advance”). In no event may Excess Working Capital Advances be used for the making of any Funding Draws. No Excess Working Capital Advance shall accrue any interest thereon. Excess Working Capital Advances shall be repaid in accordance with Section 5.1 of the Custodial and Paying Agency Agreement. The proceeds of Excess Working Capital Advances for payment of Working Capital Expenses shall be deposited into the Collection Account for disbursement therefrom for the payment of such permitted Working Capital Expenses. The proceeds of any Excess Working Capital Advance for an applicable funding of the Defeasance Account shall be deposited into (and the Manager shall remit such proceeds to the Paying Agent for such deposit into) the Defeasance Account. To the extent multiple Working Capital Expenses (payment of which is permitted to be made using such Excess Working Capital Advance) are outstanding, any funding or use by the Manager of Excess Working Capital Advances for payment of all or any of the same shall follow the relevant priorities as set forth in the Priority of Payments and in Section 3.1 of the Custodial and Paying Agency Agreement, as applicable. All Excess Working Capital Advances, together with a detailed statement of the sources and uses thereof (which shall be broken out by the reimbursable and unreimbursable portions thereof), shall be reflected in the Monthly Report with respect to the calendar month during which the relevant Excess Working Capital Advance was made. The Manager may not assign, sell, transfer, participate, pledge, or hypothecate, in whole or in part, its interest in any Excess Working Capital Advances without the consent of the Initial Member.

Excess Working Capital Advances. In the event there are insufficient funds in the Collection Account and also insufficient available funds in the Working Capital Reserve Account (including, as applicable, by a permitted release of such funds to the Collection Account or as otherwise permitted in the Custodial and Paying Agency Agreement) to (a) pay any Working Capital Expenses other than (i) Funding Draws or (ii) the Management Fee, Interim Management Fee or Interim Servicing Fee, or (b) fund the Defeasance Account by such amount as may be required to cure a Purchase Money Notes Trigger Event (as defined in the Reimbursement, Security and Guaranty Agreement), then the Manager (x) shall, except as otherwise provided in Section 12.6, make an advance of its own funds to the Company to be used by the Company for payment of such permitted (or required, as applicable) Working Capital Expenses and (y) may (but shall not have an obligation to) make an advance of its own funds to the Company to be used by the Company for such funding of the Defeasance Account (any such advance to the Company pursuant to this sentencethe foregoing, an “Excess Working Capital Advance”). In no event may Excess Working Capital Advances be used for the making of any Funding Draws. No Excess Working Capital Advance shall accrue any interest thereon. Excess Working Capital Advances shall be repaid in accordance with Section 5.1 of the Custodial and Paying Agency Agreement. The proceeds of Excess Working Capital Advances for payment of Working Capital Expenses shall be deposited into the Collection Account for disbursement therefrom for the payment of such permitted Working Capital Expenses. The proceeds of any Excess Working Capital Advance for an applicable funding of the Defeasance Account shall be deposited into (and the Manager shall remit such proceeds to the Paying Agent for such deposit into) the Defeasance Account. To the extent multiple Working Capital Expenses (payment of which is permitted to be made using such Excess Working Capital Advance) are outstanding, any funding or use by the Manager of Excess Working Capital Advances for payment of all or any of the same shall follow the relevant priorities as set forth in the Priority of Payments and in Section 3.1 of the Custodial and Paying Agency Agreement, as applicable. All Excess Working Capital Advances, together with a detailed statement of the sources and uses thereof (which shall be broken out by the reimbursable and unreimbursable portions thereof), shall be reflected in the Monthly Report with respect to the calendar month during which the relevant Excess Working Capital Advance was made. The Manager may not assign, sell, transfer, participate, pledge, or hypothecate, in whole or in part, its interest in any Excess Working Capital Advances without the consent of the Initial Member.

Excess Working Capital Advances. In the event that (a) there are insufficient funds in the Collection Account Account, insufficient funds available for drawing under the Advance Facility, and also insufficient available funds in the Working Capital Reserve Account (including, as applicable, by a permitted release of such funds to the Collection Account or as otherwise permitted in the Custodial and Paying Agency Agreement) to (a) pay any Working Capital Expenses other than (i) Funding Draws or (ii) the Management Fee, Interim Management Fee or Interim Servicing FeeExpenses, or (b) there are insufficient funds in the Collection Account and also insufficient funds in the Working Capital Reserve Account (with such sufficiency of the Working Capital Reserve Account funds measured for purposes of this clause (b), but not for the foregoing clause (a), based on funds therein in excess of the Working Capital Reserve Floor, and including, as applicable, by a permitted release of such excess funds to the Collection Account or as otherwise permitted in the Custodial and Paying Agency Agreement) to fund the Defeasance Account by such amount as may be required to cure a Purchase Money Notes Trigger Event Event, or to repay the outstanding Advance Loans (as defined in and other obligations under the Reimbursement, Security and Guaranty Agreement)Advance Facility) on the Advance Facility Maturity Date, then the Manager (x) shall, except as otherwise provided in Section 12.6, make an advance of its own funds to the Company to be used by the Company for payment of such permitted (or required, as applicable) Working Capital Expenses and (y) may (but shall not have an obligation to) make an advance of its own funds to the Company to be used by the Company for such funding of the Defeasance Account or repayment of remaining obligations under the Advance Facility (any such advance to the Company pursuant to this sentencethe foregoing, an “Excess Working Capital Advance”). In no event may Excess Working Capital Advances be made or used for the making payment of any Funding DrawsPermitted Vertical Completion Expenses or the Management Fee (or Interim Management Fee). No Excess Working Capital Advance shall accrue any interest thereon. Excess Working Capital Advances shall be repaid in accordance with Section 5.1 of the Custodial and Paying Agency Agreement. The proceeds of Excess Working Capital Advances for payment of Working Capital Expenses shall be deposited into the Collection Account for disbursement therefrom for the payment of such permitted Working Capital Expenses. The proceeds of any Excess Working Capital Advance for an applicable funding of the Defeasance Account shall be deposited into (and the Manager shall remit such proceeds to the Paying Agent for such deposit into) the Defeasance Account. To the extent multiple Working Capital Expenses (payment of which is permitted to be made using such Excess Working Capital Advance) are outstanding, any funding or use by the Manager of Excess Working Capital Advances for payment of all or any of the same shall follow the relevant priorities as set forth in the Priority of Payments and in Section 3.1 of the Custodial and Paying Agency Agreement, as applicable. All Excess Working Capital Advances, together with a detailed statement of the sources and uses thereof (which shall be broken out by the reimbursable and unreimbursable portions thereof), shall be reflected in the Monthly Report with respect to the calendar month during which the relevant Excess Working Capital Advance was made. The Manager may not assign, sell, transfer, participate, pledge, or hypothecate, in whole or in part, its interest in any Excess Working Capital Advances without the consent of the Initial Member.Section

Excess Working Capital Advances. In the event that there are insufficient funds in the Collection Account Account, and also insufficient available funds in the Working Capital Reserve Account (including, as applicable, by a permitted release of such funds to the Collection Account or as otherwise permitted in the Custodial and Paying Agency Agreement) to (a) pay any Working Capital Expenses other than (i) Funding Draws or (ii) the Management Fee, Interim Management Fee or Interim Servicing Fee, or (b) fund the Defeasance Account by such amount as may be required to cure a Purchase Money Notes Trigger Event (as defined in the Reimbursement, Security and Guaranty Agreement)Expenses, then the Manager (x) shallmust, except as otherwise provided in Section 12.6, make an advance of its own funds to the Company to be used by the Company for payment of such permitted (or required, as applicable) Working Capital Expenses and (y) may (but shall not have an obligation to) make an advance of its own funds to the Company to be used by the Company for such funding of the Defeasance Account (any such advance to the Company pursuant to this sentenceCompany, an “Excess Working Capital Advance”). In no event may Excess Working Capital Advances be used for the making of any Funding Draws. No Excess Working Capital Advance shall will accrue any interest thereon. Excess Working Capital Advances shall will be repaid in accordance with Section 5.1 of the Custodial and Paying Agency Agreement. The proceeds of Excess Working Capital Advances for payment of Working Capital Expenses shall be deposited into the Collection Account for disbursement therefrom for the payment of such permitted Working Capital Expenses. The proceeds of any Excess Working Capital Advance for an applicable funding of the Defeasance Account shall be deposited into (and the Manager shall remit such proceeds to the Paying Agent for such deposit into) the Defeasance Account. To the extent multiple Working Capital Expenses (payment of which is permitted to be made using such Excess Working Capital Advance) are outstanding, any funding or use by the Manager of Excess Working Capital Advances for payment of all or any of the same shall will follow the relevant priorities (as among such Working Capital Expenses) as set forth in the Priority of Payments and forth, first, in Section 3.1 3.1(b)(i) of the Custodial and Paying Agency Agreement, and, second, in the Priority of Payments, as applicable. All Excess Working Capital Advances, together with a detailed statement of the sources and uses thereof (which shall will be broken out by the reimbursable and unreimbursable portions thereof), shall must be reflected in the Monthly Report with respect to the calendar month Due Period during which (or, as applicable, the Distribution Date for which) the relevant Excess Working Capital Advance was made. The Manager may not assign, sell, transfer, participate, pledge, or hypothecate, in whole or in part, Dispose of its interest in any Excess Working Capital Advances without the consent of the Initial Member. Excess Working Capital Advances will not be regarded as additional Capital Contributions.

Excess Working Capital Advances. In the event that there are insufficient funds in the Collection Account Account, and also insufficient available funds in the Working Capital Reserve Account (including, as applicable, by a permitted release of such funds to the Collection Account or as otherwise permitted in the Custodial and Paying Agency Agreement) to (a) pay any Working Capital Expenses other than (i) Funding Draws or (ii) the Management Fee, Interim Management Fee or Interim Servicing Fee, or (b) fund the Defeasance Account by such amount as may be required to cure a Purchase Money Notes Trigger Event (as defined in the Reimbursement, Security and Guaranty Agreement)Expenses, then the Manager (x) shall, except as otherwise provided in Section 12.6, make an advance of its own funds to the Company to be used by the Company for payment of such permitted (or required, as applicable) Working Capital Expenses and (y) may (but shall not have an obligation to) make an advance of its own funds to the Company to be used by the Company for such funding of the Defeasance Account (any such advance to the Company pursuant to this sentenceCompany, an “Excess Working Capital Advance”). In no event may Excess Working Capital Advances be made or used for the making payment of any Funding DrawsPermitted Development Expenses. No Excess Working Capital Advance shall accrue any interest thereon. Excess Working Capital Advances shall be repaid in accordance with Section 5.1 of the Custodial and Paying Agency Agreement. The proceeds of Excess Working Capital Advances for payment of Working Capital Expenses shall be deposited into the Collection Account for disbursement therefrom for the payment of such permitted Working Capital Expenses. The proceeds of any Excess Working Capital Advance for an applicable funding of the Defeasance Account shall be deposited into (and the Manager shall remit such proceeds to the Paying Agent for such deposit into) the Defeasance Account. To the extent multiple Working Capital Expenses (payment of which is permitted to be made using such Excess Working Capital Advance) are outstanding, any funding or use by the Manager of Excess Working Capital Advances for payment of all or any of the same shall follow the relevant priorities (as among such Working Capital Expenses) as set forth in the Priority of Payments and forth, first, in Section 3.1 3.1(b)(i) of the Custodial and Paying Agency Agreement, and, second, in the Priority of Payments, as applicable. All Excess Working Capital Advances, together with a detailed statement of the sources and uses thereof (which shall be broken out by the reimbursable and unreimbursable portions thereof), shall be reflected in the Monthly Report with respect to the calendar month during which (or, as applicable, the Distribution Date for which) the relevant Excess Working Capital Advance was made. The Manager may not assign, sell, transfer, participate, pledge, or hypothecate, in whole or in part, Dispose of its interest in any Excess Working Capital Advances without the consent of the Initial Member. Excess Working Capital Advances shall not be regarded as additional Capital Contributions.

Excess Working Capital Advances. In The Manager shall, except as otherwise provided in Section 12.6 of the event LLC Operating Agreement, be required to make Excess Working Capital Advances to the Paying Agent from its own funds in accordance with the terms described in Section 5.5 of the LLC Operating Agreement and to the extent that there are insufficient funds available for drawing under the Advance Facility and insufficient funds in the Collection Account and also insufficient available funds in or the Working Capital Reserve Account (including, as applicable, applicable by a permitted release of such funds to the Collection Account or as otherwise permitted in herein) with which to pay Working Capital Expenses. In addition, the Custodial and Manager may, but shall not be required, to make Excess Working Capital Advances to the Paying Agency Agreement) to Agent from its own funds (a) pay any in accordance with the terms described in Section 5.5 of the LLC Operating Agreement to the extent there are insufficient funds in the Collection Account and also insufficient funds in the Working Capital Expenses other than Reserve Account (iwith such sufficiency of the Working Capital Reserve Account measured by funds in excess of the Working Capital Reserve Floor, and including, as applicable by a permitted release of such excess funds to the Collection Account or as otherwise permitted herein) Funding Draws or (ii) the Management Fee, Interim Management Fee or Interim Servicing Fee, or (b) to fund the Defeasance Account by such amount as may might be required to cure a Purchase Money Notes Trigger Event and (as defined b) in accordance with the terms described in Section 5.5 of the LLC Operating Agreement to the extent there are insufficient funds in the ReimbursementCollection Account and also insufficient funds in the Working Capital Reserve Account (with such sufficiency of the Working Capital Reserve Account measured by funds in excess of the Working Capital Reserve Floor, Security and Guaranty Agreement)including, then the Manager (x) shall, except as otherwise provided in Section 12.6, make an advance applicable by a permitted release of its own such excess funds to the Company to be used by the Company Collection Account or as otherwise permitted herein) for payment of such permitted (or required, as applicable) Working Capital Expenses and (y) may (but shall not have an obligation to) make an advance of its own funds to the Company to be used by the Company for such funding a mandatory repayment of the Defeasance Account (any such advance to Advance Facility on the Company pursuant to this sentence, an “Excess Working Capital Advance”). In no event may Excess Working Capital Advances be used for the making of any Funding Draws. No Excess Working Capital Advance shall accrue any interest thereon. Excess Working Capital Advances shall be repaid in accordance with Section 5.1 of the Custodial and Paying Agency AgreementFacility Maturity Date]. The proceeds of Excess Working Capital Advances for payment of Working Capital Expenses shall be deposited into the Collection Account for disbursement therefrom for the payment of such permitted Working Capital Expenses. The proceeds of any Excess Working Capital Advance for an applicable funding of the Defeasance Account shall be deposited into (and the Manager shall remit such proceeds to direct the Paying Agent for such to deposit into) the Defeasance Account. To the extent multiple Working Capital Expenses (payment of which is permitted to be made using such Excess Working Capital Advance) are outstanding, any funding or use by the Manager of Excess Working Capital Advances for payment of all or any of the same shall follow the relevant priorities as set forth in the Priority of Payments and in Section 3.1 of the Custodial and Paying Agency Agreement, as applicable. All Excess Working Capital Advances, together with a detailed statement of the sources and uses thereof (which shall be broken out by the reimbursable and unreimbursable portions thereof), shall be reflected in the Monthly Report with respect to the calendar month during which the relevant Excess Working Capital Advance was made. The Manager may not assign, sell, transfer, participate, pledge, or hypothecate, in whole or in part, its interest in any Excess Working Capital Advances without (i) to pay Working Capital Expenses into the consent Collection Account (from which the funds will be available to pay such Working Capital Expenses), (ii) as might be required to repay the Advance Facility in full to the Advance Lender in accordance with the provisions of Section 5.5 of the Initial MemberLLC Operating Agreement and (iii) as might be required to cure a Purchase Money Notes Trigger Event into the Defeasance Account.

Excess Working Capital Advances. In The Manager shall be required to make Excess Working Capital Advances to the event Paying Agent from its own funds in accordance with the terms described in Section 5.5 of the LLC Operating Agreement and to the extent that there are insufficient funds available for drawing under the Advance Facility and insufficient funds in the Collection Account and also insufficient available funds in or the Working Capital Reserve Account (including, as applicable, applicable by a permitted release of such funds to the Collection Account or as otherwise permitted in herein) with which to pay Working Capital Expenses. In addition, the Custodial and Manager may, but shall not be required, to make Excess Working Capital Advances to the Paying Agency Agreement) to Agent from its own funds (a) pay any in accordance with the terms described in Section 5.5 of the LLC Operating Agreement to the extent there are insufficient funds in the Collection Account and also insufficient funds in the Working Capital Expenses other than Reserve Account (iwith such sufficiency of the Working Capital Reserve Account measured by funds in excess of the Working Capital Reserve Floor, and including, as applicable by a permitted release of such excess funds to the Collection Account or as otherwise permitted herein) Funding Draws or (ii) the Management Fee, Interim Management Fee or Interim Servicing Fee, or (b) to fund the Defeasance Account by such amount as may might be required to cure a Purchase Money Notes Trigger Event and (as defined b) in accordance with the terms described in Section 5.5 of the LLC Operating Agreement to the extent there are insufficient funds in the ReimbursementCollection Account and also insufficient funds in the Working Capital Reserve Account (with such sufficiency of the Working Capital Reserve Account measured by funds in excess of the Working Capital Reserve Floor, Security and Guaranty Agreement)including, then the Manager (x) shall, except as otherwise provided in Section 12.6, make an advance applicable by a permitted release of its own such excess funds to the Company to be used by the Company Collection Account or as otherwise permitted herein) for payment of such permitted (or required, as applicable) Working Capital Expenses and (y) may (but shall not have an obligation to) make an advance of its own funds to the Company to be used by the Company for such funding a mandatory repayment of the Defeasance Account (any such advance to Advance Facility on the Company pursuant to this sentence, an “Excess Working Capital Advance”). In no event may Excess Working Capital Advances be used for the making of any Funding Draws. No Excess Working Capital Advance shall accrue any interest thereon. Excess Working Capital Advances shall be repaid in accordance with Section 5.1 of the Custodial and Paying Agency AgreementFacility Maturity Date. The proceeds of Excess Working Capital Advances for payment of Working Capital Expenses shall be deposited into the Collection Account for disbursement therefrom for the payment of such permitted Working Capital Expenses. The proceeds of any Excess Working Capital Advance for an applicable funding of the Defeasance Account shall be deposited into (and the Manager shall remit such proceeds to direct the Paying Agent for such to deposit into) the Defeasance Account. To the extent multiple Working Capital Expenses (payment of which is permitted to be made using such Excess Working Capital Advance) are outstanding, any funding or use by the Manager of Excess Working Capital Advances for payment of all or any of the same shall follow the relevant priorities as set forth in the Priority of Payments and in Section 3.1 of the Custodial and Paying Agency Agreement, as applicable. All Excess Working Capital Advances, together with a detailed statement of the sources and uses thereof (which shall be broken out by the reimbursable and unreimbursable portions thereof), shall be reflected in the Monthly Report with respect to the calendar month during which the relevant Excess Working Capital Advance was made. The Manager may not assign, sell, transfer, participate, pledge, or hypothecate, in whole or in part, its interest in any Excess Working Capital Advances without (i) to pay Working Capital Expenses into the consent Collection Account (from which the funds will be available to pay such Working Capital Expenses), (ii) as might be required to repay the Advance Facility in full to the Advance Lender in accordance with the provisions of Section 5.5 of the Initial MemberLLC Operating Agreement and (iii) as might be required to cure a Purchase Money Notes Trigger Event into the Defeasance Account.