Common use of Cash Collateral Subaccount Clause in Contracts

Cash Collateral Subaccount. Lender may with Manager's consent, from time to time on or before the Conversion Date, apply any or all amounts in the Cash Collateral Subaccount to repay the outstanding Principal and/or any other portion of the Debt then due and payable without any penalty or premium. Upon the request of Manager, on or before the Conversion Date, Lender shall apply any or all amounts in the Cash Collateral Subaccount to repay the outstanding Principal and/or any other portion of the Debt then due and payable without any penalty or premium. From and after the Substantial Completion Date until the Conversion Date, Manager may request that all excess cash flow in the Cash Collateral Subaccount be paid as directed by Manager, provided: i) no Default or Event of Default has occurred and is then continuing, ii) Manager makes a written request to Lender (no more than once per month) for the payment thereof at least ten (10) days prior to Payment Date on which or after which such funds are to be distributed as requested by Manager, and iii) Lender pays over such amounts as directed by Manager subject to the letter of credit conditions specified below. Lender may require, in its discretion, that Manager deliver to Lender, as beneficiary, one or more clean, irrevocable letters of credit, reasonably satisfactory to Lender in form and content and as to the bank or trust company which is the issuer (which issuer must have an S&P rating of "A" or better) equal in amount to the funds paid over to or as directed by Manager (unless and to the extent such funds are used to reduce the outstanding Principal as provided in this Section 3.6). Any such letter of credit shall have an expiration date not earlier than thirty (30) days after the Expected Conversion Date, provided that the expiration date may be one (1) year from its issuance if the letter of credit provides for a drawing by Lender of the full amount thereof at any time on or after the thirtieth (30th) day preceding its stated expiration date. Any letter of credit shall be held by Lender and may be drawn at any time within thirty (30) days prior to the expiration thereof, upon the occurrence and during the continuance of an Event of Default, or within thirty (30) days prior to the Expected Conversion Date, whereupon the proceeds of the letter of credit shall be deposited in the Cash Collateral Subaccount. On the Conversion Date, provided no Default or Event of Default exists (and all payments required to be made by Borrower and/or Manager on the Conversion Date have been made), Lender shall disburse to Manager, or as otherwise directed by Manager, the funds (if any) remaining in the Cash Collateral Subaccount.

Cash Collateral Subaccount. If a Cash Management Period shall have commenced (other than a Cash Management Period triggered solely as a result of (i) a Lease Sweep Period or (ii) the existence of an Approved Mezzanine Loan), then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender may with Manager's consentinto a Subaccount (the “Cash Collateral Subaccount”) as cash collateral for the Debt. Notwithstanding the foregoing, from time if a Lease Sweep Period has occurred and is then continuing during the continuance of any Cash Management Period (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period), Lender shall have the right (but not the obligation) to time on or before the Conversion Date, apply allocate any or all amounts funds in the Cash Collateral Subaccount to repay the outstanding Principal and/or Rollover Reserve Subaccount to be applied in accordance with the terms and conditions of Section 3.5.1 hereof. Notwithstanding anything to the contrary contained herein, if Borrower delivers to Lender an Officer’s Certificate (with supporting backup) at least three (3) Business Days prior to a Payment Date, stating that, as a result of advance payments of Rent by tenants (during any other prior Interest Period), there will be a shortfall in the Deposit Account necessary to pay the amounts specified in Subsections 3.11(a)(i) through (v) on the applicable Payment Date, then a portion of the Debt funds then due and payable without any penalty or premium. Upon the request of Manager, on or before the Conversion Date, Lender shall apply any or all amounts being held in the Cash Collateral Subaccount (up to repay the outstanding Principal and/or any other portion amount represented by such advance rental payments) shall be made available to pay such shortfall (and no Event of the Debt then due and payable without any penalty or premiumDefault shall exist as a result thereof). From and after the Substantial Completion Date until the Conversion Date, Manager may request that all excess cash flow Any funds in the Cash Collateral Subaccount Account and not previously disbursed or applied shall be paid as directed by Manager, provided: i) no Default or Event disbursed to Borrower upon the termination of Default has occurred and is then continuing, ii) Manager makes a written request to Lender (no more than once per month) for the payment thereof at least ten (10) days prior to Payment Date on which or after which such funds are to be distributed as requested by Manager, and iii) Lender pays over such amounts as directed by Manager subject to the letter of credit conditions specified belowCash Management Period. Lender may require, in its discretion, that Manager deliver to Lender, as beneficiary, one or more clean, irrevocable letters of credit, reasonably satisfactory to Lender in form and content and as to the bank or trust company which is the issuer (which issuer must have an S&P rating of "A" or better) equal in amount to the funds paid over to or as directed by Manager (unless and to the extent such funds are used to reduce the outstanding Principal as provided in this Section 3.6). Any such letter of credit shall have an expiration date the right, but not earlier than thirty (30) days after the Expected Conversion Dateobligation, provided that the expiration date may be one (1) year from its issuance if the letter of credit provides for a drawing by Lender of the full amount thereof at any time on or after the thirtieth (30th) day preceding its stated expiration date. Any letter of credit shall be held by Lender and may be drawn at any time within thirty (30) days prior to the expiration thereof, upon the occurrence and during the continuance of an Event of Default, or within thirty (30) days prior in its sole and absolute discretion to the Expected Conversion Date, whereupon the proceeds of the letter of credit shall be deposited apply all sums then on deposit in the Cash Collateral SubaccountSubaccount to the 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 Yield Maintenance Premium applicable thereto). On Additionally, Lender shall have the Conversion Dateright, provided no Default but not the obligation, at any time subsequent to the third Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default exists (and all payments required to be made by Borrower and/or Manager on the Conversion Date have been madeis then continuing), Lender shall disburse in its sole and absolute discretion to Manager, or as otherwise directed by Manager, the funds (if any) remaining apply all sums then on deposit in the Cash Collateral SubaccountSubaccount towards a partial Defeasance of the Loan (together with any Defeasance costs associated therewith), and Borrower shall execute such documents and take such other actions necessary to satisfy the Defeasance requirements set forth in Section 2.3.3 hereof.

Cash Collateral Subaccount. If a Cash Management Period shall have commenced (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender may with Manager's consentinto a Subaccount (the “Cash Collateral Subaccount”) as cash collateral for the Debt. Notwithstanding the foregoing, from time if a Lease Sweep Period has occurred and is then continuing during the continuance of any Cash Management Period (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period), Lender shall have the right (but not the obligation) to time on or before the Conversion Date, apply allocate any or all amounts funds in the Cash Collateral Subaccount to repay the outstanding Principal and/or Rollover Reserve Subaccount to be applied in accordance with the terms and conditions of Section 3.5.1 hereof. Notwithstanding anything to the contrary contained herein, if Borrower delivers to Lender an Officer’s Certificate (with supporting backup) at least three (3) Business Days prior to a Payment Date, stating that, as a result of advance payments of Rent by tenants (during any other prior Interest Period), there will be a shortfall in the Deposit Account necessary to pay amounts specified in Section 3.11(a)(i) through (v) on the applicable Payment Date, then a portion of the Debt funds then due and payable without any penalty or premium. Upon the request of Manager, on or before the Conversion Date, Lender shall apply any or all amounts being held in the Cash Collateral Subaccount (up to repay the outstanding Principal and/or any other portion amount represented by such advance rental payments) shall be made available to pay such shortfall (and no Event of the Debt then due and payable without any penalty or premiumDefault shall exist as a result thereof). From and after the Substantial Completion Date until the Conversion Date, Manager may request that all excess cash flow Any funds in the Cash Collateral Subaccount Account and not previously disbursed or applied shall be paid as directed by Manager, provided: i) no Default or Event disbursed to Borrower upon the termination of Default has occurred and is then continuing, ii) Manager makes a written request to Lender (no more than once per month) for the payment thereof at least ten (10) days prior to Payment Date on which or after which such funds are to be distributed as requested by Manager, and iii) Lender pays over such amounts as directed by Manager subject to the letter of credit conditions specified belowCash Management Period. Lender may require, in its discretion, that Manager deliver to Lender, as beneficiary, one or more clean, irrevocable letters of credit, reasonably satisfactory to Lender in form and content and as to the bank or trust company which is the issuer (which issuer must have an S&P rating of "A" or better) equal in amount to the funds paid over to or as directed by Manager (unless and to the extent such funds are used to reduce the outstanding Principal as provided in this Section 3.6). Any such letter of credit shall have an expiration date the right, but not earlier than thirty (30) days after the Expected Conversion Dateobligation, provided that the expiration date may be one (1) year from its issuance if the letter of credit provides for a drawing by Lender of the full amount thereof at any time on or after the thirtieth (30th) day preceding its stated expiration date. Any letter of credit shall be held by Lender and may be drawn at any time within thirty (30) days prior to the expiration thereof, upon the occurrence and during the continuance of an Event of Default, or within thirty (30) days prior in its sole and absolute discretion to the Expected Conversion Date, whereupon the proceeds of the letter of credit shall be deposited apply all sums then on deposit in the Cash Collateral Subaccount. On Subaccount to the Conversion DateDebt, provided no Default or Event of Default exists (in such order and all payments required to be made by Borrower and/or Manager on the Conversion Date have been made), in such manner as Lender shall disburse elect in its sole and absolute discretion, including to Manager, make a prepayment of Principal (together with the applicable Spread Maintenance Premium or as otherwise directed by Manager, the funds (if any) remaining in the Cash Collateral SubaccountPrepayment Premium applicable thereto).

Cash Collateral Subaccount. Lender may with Manager's consent, from time to time on or before the Conversion Date, apply any or all amounts in the Cash Collateral Subaccount to repay the outstanding Principal and/or any other portion of the Debt then due and payable without any penalty or premium. Upon the request of Manager, on or before the Conversion Date, Lender shall apply any or all amounts in the Cash Collateral Subaccount to repay the outstanding Principal and/or any other portion of the Debt then due and payable without any penalty or premium. From and after the Substantial Completion Date until the Conversion Date, Manager may request that all excess cash flow in the Cash Collateral Subaccount be paid as directed by Manager, provided: i) no Default or Event of Default has occurred and is then continuing, ii) Manager makes a written request to Lender (no more than once per month) for the payment thereof at least ten (10) days prior to Payment Date on which or after which such funds are to be distributed as requested by Manager, and iii) Lender pays pay over such amounts as directed by Manager subject to the letter of credit conditions specified below. Lender may require, in its discretion, that Manager deliver to Lender, as beneficiary, one or more clean, irrevocable letters of credit, reasonably satisfactory to Lender in form and content and as to the bank or trust company which is the issuer (which issuer must have an S&P rating of "A" or better) equal in amount to the funds paid over to or as directed by Manager (unless and to the extent such funds are used to reduce the outstanding Principal as provided in this Section 3.6). Any such letter of credit shall have an expiration date not earlier than thirty (30) days after the Expected Conversion Date, provided that the expiration date may be one (1) year from its issuance if the letter of credit provides for a drawing by Lender of the full amount thereof at any time on or after the thirtieth (30th) day preceding its stated expiration date. Any letter of credit shall be held by Lender and may be drawn at any time within thirty (30) days prior to the expiration thereof, upon the occurrence and during the continuance of an Event of Default, or within thirty (30) days prior to the Expected Conversion Date, whereupon the proceeds of the letter of credit shall be deposited in the Cash Collateral Subaccount. On the Conversion Date, provided no Default or Event of Default exists (and all payments required to be made by Borrower and/or Manager on the Conversion Date have been made), Lender shall disburse to Manager, or as otherwise directed by Manager, the funds (if any) remaining in the Cash Collateral Subaccount.