Common use of Cash Collateral Funds Clause in Contracts

Cash Collateral Funds. If a Trigger Period shall be continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period, or a Trigger Period continuing because of the continuance of a Lease Sweep Period), all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account (the “Cash Collateral Account”) to be held by Lender as cash collateral for the Debt. Amounts on deposit from time to time in the Cash Collateral Account pursuant to this Section 6.12 are referred to as the “Cash Collateral Funds”. Any Cash Collateral Funds on deposit in the Cash Collateral Account not previously disbursed or applied shall, upon the termination of such Trigger Period and so long as no other Trigger Period is then continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period), be disbursed (i) if no Mezzanine Trigger Period has occurred and is continuing, to Borrower, or (ii) if a Mezzanine Trigger Period has occurred and is continuing, on the next occurring Monthly Payment Date in accordance Section 6.16.1. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply any and all Cash Collateral Funds then on deposit in the Cash Collateral Account to the Debt and the Other Obligations, any other amounts owed by Borrower to any Person and/or any other Property-related costs and expenses (including without limitation, operating expenses, capital expenditures, tenant improvements, tenant allowances and leasing commissions), in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with the applicable Prepayment Fee and/or Liquidated Damages Amount, if any, applicable thereto) or any other amounts due hereunder.

Cash Collateral Funds. If a Trigger Period shall be continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period, or a Trigger Period continuing because of the continuance of a Lease Sweep Period)continuing, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account (the “Cash Collateral Account”) to be held by Lender as cash collateral for the Debt. Amounts on deposit from time to time in the Cash Collateral Account pursuant to this Section 6.12 6.10 are referred to as the “Cash Collateral Funds”. Any Cash Collateral Funds on deposit in the Cash Collateral Account not previously disbursed or applied shall, shall be disbursed to Borrower upon the termination of such Trigger Period free and so long as no other Trigger Period is then clear of any Lien or continuing security interest under the Loan Documents (other than a Trigger Period continuing solely because including under Section 6.12 of the continuance of a Mezzanine Trigger Periodthis Agreement), be disbursed (i) if no Mezzanine Trigger Period has occurred and is continuing, to Borrower, or (ii) if a Mezzanine Trigger Period has occurred and is continuing, on the next occurring Monthly Payment Date in accordance Section 6.16.1. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply any and all Cash Collateral Funds then on deposit in the Cash Collateral Account to the Debt and the or Other Obligations, any other amounts owed by Borrower to any Person and/or any other Property-related costs and expenses (including without limitation, operating expenses, capital expenditures, tenant improvements, tenant allowances and leasing commissions), in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with the applicable Prepayment Fee and/or Liquidated Damages AmountSpread Maintenance Premium, if any, applicable thereto) or any other amounts due hereunder; provided, that notwithstanding the occurrence of an Event of Default, Lender shall permit the funding of (i) Approved Operating Expenses, and if applicable, Emergency Expenses, to the extent of Available Cash (as if Section 6.11.1 had been applied with respect to such Cash Collateral Funds) and (ii) subject to the prior payment of Approved Operating Expenses and Emergency Expenses in accordance with the immediately preceding clause (i), Permitted Manager Termination Fees and Expenses, if any, to the extent of Available Cash (as if Section 6.11.1 had been applied with respect to such Cash Collateral Funds) unless and until the Loan has been accelerated in accordance with Section 8.2.1, the Maturity Date has occurred, or Lender has commenced a foreclosure, sought the appointment of a receiver or exercised other similar remedies with respect to an Event of Default.

Cash Collateral Funds. (a) If a Trigger Period shall be continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period, or a Trigger Period continuing because of the continuance of a Lease Sweep Period)continuing, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account (the “Cash Collateral Account”) to be held by Lender as cash collateral for the Debt. Amounts on deposit from time to time in the Cash Collateral Account pursuant to this Section 6.12 6.10 are referred to as the “Cash Collateral Funds”. Any Cash Collateral Funds on deposit in the Cash Collateral Account not previously disbursed or applied shall, shall be disbursed to Borrower upon the termination of such Trigger Period free and so long as no other clear of any Lien or continuing security interest under the Loan Documents (including under Section 6.12 of this Agreement); provided, however, if the Loan has been fully repaid and the Mezzanine Loan has not been fully repaid and a Trigger Period is continuing under the Mezzanine Loan, then continuing (other than a Trigger Period continuing solely because of all Cash Collateral Funds on deposit in the continuance of a Mezzanine Trigger Period), Cash Collateral account not previously disbursed or applied shall be disbursed (i) if no to Mezzanine Trigger Period has occurred and is continuing, to Borrower, or (ii) if a Mezzanine Trigger Period has occurred and is continuing, on the next occurring Monthly Payment Date in accordance Section 6.16.1Lender. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply any and all Cash Collateral Funds then on deposit in the Cash Collateral Account to the Debt and the or Other Obligations, any other amounts owed by Borrower to any Person and/or any other Property-related costs and expenses (including without limitation, operating expenses, capital expenditures, tenant improvements, tenant allowances and leasing commissions), in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with the applicable Prepayment Fee and/or Liquidated Damages AmountSpread Maintenance Premium, if any, applicable thereto) or any other amounts due hereunder.

Cash Collateral Funds. If a Trigger Period shall be continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period, or a Trigger Period continuing because of the continuance of a Lease Sweep Period)continuing, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account established to hold such funds (the “Cash Collateral Account”) to which will be held by Lender as cash collateral for the Debt. Amounts on deposit from time to time in the Cash Collateral Account pursuant to this Section 6.12 6.10 are referred to as the “Cash Collateral Funds”. Any Provided no Event of Default has occurred or is continuing, any Cash Collateral Funds on deposit in the Cash Collateral Account not previously disbursed or applied shall, upon shall be disbursed to Borrower within five (5) Business Days of the termination of such Trigger Period and so long as no other Trigger Period is then continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger any Low Debt Service Period), be disbursed (i) if no Mezzanine Trigger Period has occurred and is continuing, to Borrower, or (ii) if a Mezzanine Trigger Period has occurred and is continuing, on the next occurring Monthly Payment Date in accordance Section 6.16.1. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply any and all Cash Collateral Funds then on deposit in the Cash Collateral Account to the Debt and or the Other Obligations, any other amounts owed by Borrower to any Person and/or any other Property-related costs and expenses (including without limitation, operating expenses, capital expenditures, tenant improvements, tenant allowances and leasing commissions), in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with if such Lender’s application to the prepayment of principal occurs following acceleration of the Loan, Borrower shall pay the applicable Prepayment Fee and/or Liquidated Damages AmountFee, if any, applicable thereto) or any other amounts due hereunder. In the event a Letter of Credit or cash collateral is delivered to Lender to avoid the occurrence of a Trigger Period or to end a Trigger Period, then, provided no Event of Default shall have occurred and be continuing, such Letter of Credit or cash collateral shall be returned to Borrower promptly following any subsequent Calculation Date on which the Debt Service Coverage Ratio (without giving effect to such Letter of Credit or cash collateral) equals or is greater than 1.90:1.00.

Cash Collateral Funds. If a Trigger Period shall be continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period, or a Trigger Period continuing because of the continuance of a Lease Sweep Period), all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account (the “Cash Collateral Account”) to be held by Lender as cash collateral for the Debt. Amounts on deposit from time to time in the Cash Collateral Account pursuant to this Section 6.12 are referred to as the “Cash Collateral Funds”. Any Cash Collateral Funds on deposit in the Cash Collateral Account not previously disbursed or applied shall, upon the termination of such Trigger Period and so long as no other Trigger Period is then continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period)continuing, be disbursed (i) if no Mezzanine Trigger Period has occurred and is continuing, to Borrower, or (ii) if a Mezzanine Trigger Period has occurred and is continuing, on the next occurring Monthly Payment Date in accordance Section 6.16.1. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply any and all Cash Collateral Funds then on deposit in the Cash Collateral Account to the Debt and the Other Obligations, Obligations any other amounts owed by Borrower to any Person and/or any other Property-related costs and expenses (including without limitation, operating expenses, capital expenditures, tenant improvements, tenant allowances and leasing commissions), in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with the applicable Prepayment Fee and/or Liquidated Damages Amount, if any, applicable thereto) or any other amounts due hereunder.

Cash Collateral Funds. If a Trigger Period shall be continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period, or a Trigger Period continuing because of the continuance of a Lease Sweep Period), all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account (the “"Cash Collateral Account”Account ") to be held by Lender as cash collateral for the Debt. Amounts on deposit from time to time in the Cash Collateral Account pursuant to this Section 6.12 6.11 are referred to as the “"Cash Collateral Funds”". Any Cash Collateral Funds on deposit in the Cash Collateral Account not previously disbursed or applied shall, upon the termination of such Trigger Period and so long as no other Trigger Period is then continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period), be added to the Rents disbursed (i) if no Mezzanine Trigger Period has occurred and is continuing, to Borrower, or (ii) if a Mezzanine Trigger Period has occurred and is continuing, on the next occurring Monthly Payment Date in accordance pursuant to Section 6.16.16.12.1. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply any and all Cash Collateral Funds then on deposit in the Cash Collateral Account to the Debt and the Other or Obligations, any other amounts owed by Borrower to any Person and/or any other Property-related costs and expenses (including without limitation, operating expenses, capital expenditures, tenant improvements, tenant allowances and leasing commissions), in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with the applicable Prepayment Fee and/or Liquidated Damages Amount, if any, applicable thereto) or any other amounts due hereunder.

Cash Collateral Funds. If Subject to Section 6.13 hereof, if a Trigger Period shall be continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period, or a Trigger Period continuing because of the continuance of a Lease Sweep Period)continuing, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account (the “Cash Collateral Account”) to be held by Lender as cash collateral for the Debt. In addition, if any repayments and prepayments of principal and/or accrued interest on the Pledged Loans result in the remaining balance of the sum of unpaid principal and accrued interest on the Pledged Loans being less than $90,000,000.00, Borrower shall cause to be deposited into the Cash Collateral Account the difference between the then remaining balance of the sum of unpaid principal and accrued interest on the Pledged Loans and $90,000,000.00 (the “Amenities-Related Cash Collateral Funds”), which funds shall not be applied pursuant to the priority of payments set forth in Section 6.11.1. Amounts on deposit from time to time in the Cash Collateral Account pursuant to this Section 6.12 6.10 are referred to as the “Cash Collateral Funds”. Any Cash Collateral Funds Funds, other than the Amenities-Related Cash Collateral Funds, on deposit in the Cash Collateral Account not previously disbursed or applied shall, subject to the rights of the Mezzanine Loan Lender, be disbursed to Borrower upon the termination of such Trigger Period and so Period. So long as no other Trigger Period Event of Default is then continuing and no Mezzanine Loan Default is continuing (unless consented to by the Mezzanine Loan Lender), funds on deposit in the Cash Collateral Account other than a Trigger Period continuing solely because the Amenities-Related Cash Collateral Funds, in Lender’s reasonable discretion, may be allocated to the Rollover Account to be applied in accordance with the terms and conditions of Section 6.6. Amenities-Related Cash Collateral Funds shall not be applied pursuant to Section 6.10 or otherwise distributed to Borrower and shall remain in the Cash Collateral Account during the term of the continuance of a Mezzanine Trigger Period), be disbursed (i) if no Mezzanine Trigger Period has occurred and is continuing, to Borrower, or (ii) if a Mezzanine Trigger Period has occurred and is continuing, on Loan as cash collateral for the next occurring Monthly Payment Date in accordance Section 6.16.1Loan. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply any and all Cash Collateral Funds and Amenities-Related Cash Collateral Funds then on deposit in the Cash Collateral Account to the Debt and the Other or Obligations, any other amounts owed by Borrower to any Person and/or any other Property-related costs and expenses (including without limitation, operating expenses, capital expenditures, tenant improvements, tenant allowances and leasing commissions), in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with the applicable Prepayment Fee and/or Liquidated Damages Amount, if any, applicable thereto) or any other amounts due hereunder.

Cash Collateral Funds. If a Trigger Period shall be continuing (other than (i) a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period, Period or (ii) a Trigger Period continuing because of the continuance of a Lease Sweep Period), all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account (the “Cash Collateral Account”) to be held by Lender as cash collateral for the Debt. Amounts on deposit from time to time in the Cash Collateral Account pursuant to this Section 6.12 are referred to as the “Cash Collateral Funds”. Any Cash Collateral Funds on deposit in the Cash Collateral Account not previously disbursed or applied shall, upon the termination of such Trigger Period and so long as no other Trigger Period is then continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period), be disbursed (i) if no Mezzanine Trigger Period has occurred and is continuing, to Borrower, or (ii) if a Mezzanine Trigger Period has occurred and is continuing, on the next occurring Monthly Payment Date in accordance Section 6.16.1. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply any and all Cash Collateral Funds then on deposit in the Cash Collateral Account to the Debt and the Other or Obligations, any other amounts owed by Borrower to any Person and/or any other Property-related costs and expenses (including without limitation, operating expenses, capital expenditures, tenant improvements, tenant allowances and leasing commissions), in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with the applicable Prepayment Fee and/or Liquidated Damages Amount, if any, applicable thereto) or any other amounts due hereunder.

Cash Collateral Funds. If a Trigger Period shall be continuing (other than a Trigger Period continuing triggered solely because of the continuance of as a Mezzanine Trigger Period, or a Trigger Period continuing because of the continuance result of a Lease Sweep Period), all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account (the “Cash Collateral Account”) to be held by Lender as cash collateral for the Debt. Amounts on deposit from time to time in the Cash Collateral Account pursuant to this Section 6.12 6.11 are referred to as the “Cash Collateral Funds”. Any Cash Collateral Funds on deposit in the Cash Collateral Account not previously disbursed or applied shall, shall be disbursed to Borrower upon the termination of such Trigger Period Period. Funds on deposit in the Cash Collateral Account, at Lender’s sole election and so long as no other Trigger Period is then continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period)discretion, may be disbursed (i) if no Mezzanine Trigger Period has occurred and is continuing, disbursed to Borrower, make payments under clauses (i) through (ix) of Section 6.12.1 hereof or (ii) if a Mezzanine Trigger Period has occurred and is continuing, on allocated to (A) the next occurring Monthly Payment Date Rollover Account to be applied in accordance with the terms and conditions of Section 6.16.16.6 hereof or (B) Capital Expenditure Account to be applied in accordance with the terms and conditions of Section 6.5 hereof. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply any and all Cash Collateral Funds then on deposit in the Cash Collateral Account to the Debt and the Other Obligations, any other amounts owed by Borrower to any Person and/or any other Property-related costs and expenses (including without limitation, operating expenses, capital expenditures, tenant improvements, tenant allowances and leasing commissions)Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with the applicable Prepayment Fee and/or Liquidated Damages Amount, if any, applicable thereto) or any other amounts due hereunder.

Cash Collateral Funds. If a Trigger Period shall be continuing (other than (i) a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period, Period or (ii) a Trigger Period continuing because of the continuance of a Lease Sweep Period), all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account (the “Cash Collateral Account”) to be held by Lender as cash collateral for the Debt. Amounts on deposit from time to time in the Cash Collateral Account pursuant to this Section 6.12 are referred to as the “Cash Collateral Funds”. Any Cash Collateral Funds on deposit in the Cash Collateral Account not previously disbursed or applied shall, upon the termination of such Trigger Period and so long as no other Trigger Period is then continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period), be disbursed (i) if no Mezzanine Trigger Period has occurred and is continuing, to Borrower, or (ii) if a Mezzanine Trigger Period has occurred and is continuing, on the next occurring Monthly Payment Date in accordance Section 6.16.1. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply any and all Cash Collateral Funds then on deposit in the Cash Collateral Account to the Debt and the Other or Obligations, any other amounts owed by Borrower to any Person and/or any other Property-related costs and expenses (including without limitation, operating expenses, capital expenditures, tenant improvements, tenant allowances and leasing commissions), in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with the applicable Prepayment Fee and/or Liquidated Damages Amount, if any, applicable thereto) or any other amounts due hereunder.. Table of Contents

Cash Collateral Funds. If a Trigger Period shall be continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period, or a Trigger Period continuing because of the continuance of a Material Tenant Lease Sweep Period), all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account (the “Cash Collateral Account”) to be held by Lender as cash collateral for the Debt. Amounts on deposit from time to time in the Cash Collateral Account pursuant to this Section 6.12 6.10 are referred to as the “Cash Collateral Funds”. So long as no Event of Default has occurred and is continuing, during a Trigger Period, Lender shall disburse Cash Collateral Funds to Borrower to fund any shortfalls in disbursements to Borrower on any Monthly Payment Date of amounts set forth in clauses (vii) and (viii) of Section 6.13.1 below, within ten (10) days after the delivery by Borrower to Lender of a request therefor. Any Cash Collateral Funds on deposit in the Cash Collateral Account not previously disbursed or applied shall, upon the termination of such Trigger Period and so long as (provided no other subsequent Trigger Period is then continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Periodhas occurred), be disbursed (i) if no Mezzanine Trigger Period has occurred and is continuing, to deposited into Borrower, or (ii) if a Mezzanine Trigger Period has occurred and is continuing, on the next occurring Monthly Payment Date in accordance Section 6.16.1’s operating account. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply any and all Cash Collateral Funds then on deposit in the Cash Collateral Account to the Debt and the Other or Obligations, any other amounts owed by Borrower to any Person and/or any other Property-related costs and expenses (including without limitation, operating expenses, capital expenditures, tenant improvements, tenant allowances and leasing commissions), in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with the applicable Prepayment Fee and/or Liquidated Damages Amount, if any, applicable thereto) or any other amounts due hereunder.

Cash Collateral Funds. (a) If a Trigger Period shall be continuing (other than a Trigger Period continuing solely because of the continuance of a Mezzanine Trigger Period, or a Trigger Period continuing because of the continuance of a Lease Sweep Period)continuing, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into an Account (the “Cash Collateral Account”) to be held by Lender as cash collateral for the Debt. Amounts on deposit from time to time in the Cash Collateral Account pursuant to this Section 6.12 6.10 are referred to as the “Cash Collateral Funds”. Any Cash Collateral Funds on deposit in the Cash Collateral Account not previously disbursed or applied shall, shall be disbursed to Borrower upon the termination of such Trigger Period free and so long as no other clear of any Lien or continuing security interest under the Loan Documents (including under Section 6.12 of this Agreement); provided, however, if the Loan has been fully repaid and (i) the Mezzanine A Loan has not been fully repaid and a Trigger Period is continuing under the Mezzanine A Loan, then continuing (other than a Trigger Period continuing solely because of all Cash Collateral Funds on deposit in the continuance of a Mezzanine Trigger Period), Cash Collateral account not previously disbursed or applied shall be disbursed (i) if no to Mezzanine Trigger Period has occurred A Lender and is continuing, to Borrower, or (ii) if the Mezzanine A Loan has been fully repaid and the Mezzanine B Loan has not been fully repaid and a Mezzanine Trigger Period has occurred and is continuingcontinuing under the Mezzanine B Loan, then all Cash Collateral Funds on deposit in the next occurring Monthly Payment Date in accordance Section 6.16.1Cash Collateral account not previously disbursed or applied shall be disbursed to Mezzanine B Lender. Notwithstanding the foregoing, Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply any and all Cash Collateral Funds then on deposit in the Cash Collateral Account to the Debt and the or Other Obligations, any other amounts owed by Borrower to any Person and/or any other Property-related costs and expenses (including without limitation, operating expenses, capital expenditures, tenant improvements, tenant allowances and leasing commissions), in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of principal (together with the applicable Prepayment Fee and/or Liquidated Damages AmountSpread Maintenance Premium, if any, applicable thereto) or any other amounts due hereunder.