Common use of Disbursements from the Cash Management Account Clause in Contracts

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (b) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (c) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (d) Fourth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (e) Fifth, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Reserve Account; (f) Sixth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (g) Seventh, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (h) Eighth, to the extent that a Trigger Period has occurred and is continuing, all amounts remaining in the Cash Management Account after deposits for items (a) through (g) above (“Excess Cash Flow”) shall be (A) provided no Event of Default has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, deposited into the Excess Cash Flow Account.

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (b) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (c) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (d) Fourth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (e) Fifth, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Reserve Account; (f) Sixth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (g) Seventh, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (h) Eighth, to the extent that a Trigger Period has occurred and is continuing, all amounts remaining in the Cash Management Account after deposits for items (a) through (g) above (“Excess Cash Flow”) shall be (Ai) provided no Event of Default to the extent that a Trigger Period has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, be deposited into the Excess Cash Flow AccountAccount and (ii) to the extent that no Trigger Period exists, be disbursed to Borrower.

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (b) SecondThen, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (c) ThirdThen, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (d) FourthThen, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (e) FifthThen, funds sufficient to pay the Replacement FF&E Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement FF&E Reserve Account; (f) SixthThen, funds sufficient to pay any required deposit into the PIP Reserve Account for the then applicable Monthly Payment Date, if any, shall be deposited in the PIP Reserve Account; (g) Then, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (gh) SeventhThen, to the extent that a Trigger Cash Sweep Period has occurred and is continuing, funds sufficient to pay the Op Ex Operating Expense Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (hi) Eighth, to the extent that a Trigger Period has occurred and is continuingLastly, all amounts remaining in the Cash Management Account after deposits for items (a) through (gh) above (“Excess Cash Flow”) shall be (Ai) provided no Event to the extent that a Cash Sweep Period due solely to the existence of Default a Franchise Sweep Period has occurred and is continuing, disbursed be deposited into the PIP Reserve Account, (ii) to Borrower or (B) if an Event of Default the extent that any other Cash Sweep Period has occurred and is continuing, be deposited into the Excess Cash Flow AccountAccount or (iii) to the extent that no Cash Sweep Period exists, be disbursed to Borrower.

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (b) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (c) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (d) Fourth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (e) Fifth, funds sufficient to pay the Office Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Office Replacement Reserve Account; (f) Sixth, funds sufficient to pay the Residential Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Residential Replacement Reserve Account; (g) Seventh, funds sufficient to pay the Leasing Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Leasing Reserve Account; (h) Eighth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (gi) SeventhNinth, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (hj) Eighth, to the extent that a Trigger Period has occurred and is continuingTenth, all amounts remaining in the Cash Management Account after deposits for items (a) through (gi) above (“Excess Cash Flow”) shall be (Ai) provided no Event of Default to the extent that a Trigger Period has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, be deposited into the Excess Cash Flow Account, and (ii) to the extent that no Trigger Period exists, be disbursed to Borrower.

Disbursements from the Cash Management Account. (a) On each Monthly Payment DateDate during a Trigger Period, Lender Administrative Agent or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority:priority (so long as no Event of Default then exists): (ai) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, Date (if any, ) and any True Up Payments required to be made in the Tax Account (if any) shall be deposited in the Tax Account; (bii) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, Date (if any, ) and any True Up Payments required to be made in the Insurance Account (if any) shall be deposited in the Insurance Account; (ciii) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into in the Debt Service Account; (div) Fourth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (ev) Fifth, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Reserve Account; (fvi) Sixth, funds sufficient to pay the Leasing Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Leasing Reserve Account; (vii) Seventh, funds sufficient to pay any other amounts due and owing to Lender Administrative Agent and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by LenderAdministrative Agent; (gviii) Seventh, to the extent that a Trigger Period has occurred and is continuingEighth, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable then-current Monthly Payment Date, Date (if any, ) shall be deposited in the Operating Expense Account; and; (hix) EighthNinth, funds sufficient to pay the extent that Mezzanine A Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Mezzanine A Debt Service Account; (x) Tenth, funds sufficient to pay the Mezzanine B Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Mezzanine B Debt Service Account; (xi) Eleventh, during the continuation of a Specified Tenant Trigger Period has occurred and is continuing, (provided no other Trigger Period exists) all amounts remaining in the Cash Management Account after deposits for items (ai) through (gx) above (the “Excess Cash Flow”) shall be deposited in the Specified Tenant Space Leasing Reserve Account; and (Axii) provided no Event of Default Twelfth, all Excess Cash Flow shall (i) to the extent that a Trigger Period (other than a Mezzanine Trigger Period or a Trigger Period caused solely by a Specified Tenant Trigger Period) has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, be deposited into in the Excess Cash Flow Account, (ii) to the extent that a Mezzanine A Trigger Period has occurred and is continuing and no other Trigger Period exists, be deposited in the Mezzanine A Debt Service Account, (iii) to the extent that both a Mezzanine A Trigger Period and a Mezzanine B Trigger Period have occurred and are continuing and no other Trigger Period exists, be deposited in the Mezzanine A Debt Service Account, (iv) to the extent that a Mezzanine B Trigger Period has occurred and is continuing and no other Trigger Period exists, be deposited in the Mezzanine B Debt Service Account, and (v) to the extent that no Trigger Period exists, be disbursed to Borrower.

Disbursements from the Cash Management Account. On Provided no Event of Default has occurred and is continuing, on each Monthly Payment Date, Date Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Ground Rent Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Ground Lease Reserve Account; (b) Second, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (bc) SecondThird, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (cd) ThirdFourth, funds sufficient to pay any interest accruing at the Default Rate Rate, if any, and late payment charges, if any, shall be deposited into the Debt Service Account; (de) FourthFifth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date (without duplication of any portion thereof already deposited therein under subsection (c) above) shall be deposited in the Debt Service Account; (ef) FifthSixth, during the continuance of a Trigger Period, funds sufficient to pay the Replacement Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; (g) Seventh, funds sufficient to pay the Capital Expenditures Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Capital Expenditures Reserve Account; (fh) SixthEighth, funds sufficient to pay the Leasing Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Leasing Reserve Account; (i) Ninth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (gj) Seventh, to the extent that a Trigger Period has occurred and is continuingTenth, funds sufficient to pay the Op Ex Monthly Deposit for Mezzanine Debt Service (as defined in the Mezzanine Loan) as well as other sums then applicable Monthly Payment Datedue and required to be paid to Mezzanine Lender pursuant to Article 2 of the Mezzanine Loan Agreement (other than the payment of any outstanding principal balance of the Mezzanine Loan on the Maturity Date (as defined in the Mezzanine Loan), whether such Maturity Date (as defined in the Mezzanine Loan) is the scheduled Maturity Date (as defined in the Mezzanine Loan) or an earlier date due to an acceleration of the Mezzanine Loan) to Mezzanine Lender; (k) Eleventh, during the continuance of a Trigger Period, funds sufficient to pay the deposits (if any, shall be deposited in the Operating Expense Account; and) required pursuant to Section 8.11 hereof; (hl) EighthTwelfth, to the extent that a Trigger Period has shall have occurred and is be continuing, all amounts remaining in the Cash Management Account after deposits for items (a) through (gk) above (“Excess Cash Flow”) shall be (A) provided no Event of Default has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, deposited into the Excess Cash Flow Account; and (m) Lastly, to the extent no Trigger Period shall have occurred and be continuing, all Excess Cash Flow shall be remitted to Borrower’s operating account.

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Ground Rent Deposit due as of such Monthly Payment Date, if any, shall be deposited in the Ground Rent Account; (b) Second, funds sufficient to pay the Monthly Tax Deposit due for the then applicable as of such Monthly Payment Date, if any, shall be deposited in the Tax Account; (bc) SecondThird, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable as of such Monthly Payment Date, if any, shall be deposited in the Insurance Account; (cd) ThirdFourth, funds sufficient to pay any interest accruing at the Default Rate and late payment chargescharges due and payable as of such Monthly Payment Date, if any, shall be deposited into the Debt Service Account; (d) Fourth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (e) Fifth, funds sufficient to pay the Debt Service due as of such Monthly Payment Date shall be deposited in the Debt Service Account; (f) Sixth, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable due as of such Monthly Payment Date, if any, shall be deposited in the Replacement Reserve Account; (fg) SixthSeventh, funds sufficient to pay the Leasing Reserve Monthly Deposit due as of such Monthly Payment Date, if any, shall be deposited in the Leasing Reserve Account; (h) Eighth, funds sufficient to pay any other amounts due and owing payable as of such Monthly Payment Date to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (gi) SeventhNinth, to the extent that a Trigger Period has occurred and is continuing, to Borrower, funds in an amount equal to the Op Ex Monthly Amount; (j) Tenth, provided no Event of Default has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for Mezzanine A Debt Service (including interest accruing at the then applicable Default Rate (as defined in the Mezzanine A Loan Agreement)) due as of such Monthly Payment Date, if any, Date shall be deposited in with or as directed by the Operating Expense Account; andMezzanine A Lender; (hk) EighthEleventh, to the extent that a Trigger Period provided no Event of Default and no Mezzanine A Event of Default has occurred and is continuing, funds sufficient to pay the Mezzanine B Debt Service (including interest accruing at the Default Rate (as defined in the Mezzanine B Loan Agreement)) due as of such Monthly Payment Date shall be deposited with or as directed by the Mezzanine B Lender; (l) Twelfth, provided no Event of Default, no Mezzanine A Event of Default and no Mezzanine B Event of Default has occurred and is continuing, funds sufficient to pay the Mezzanine C Debt Service (including interest accruing at the Default Rate (as defined in the Mezzanine C Loan Agreement)) due as of such Monthly Payment Date shall be deposited with or as directed by the Mezzanine C Lender; (m) intentionally omitted; (n) intentionally omitted; and (o) Thirteenth, all amounts remaining in the Cash Management Account after deposits for items (a) through (gn) above (“Excess Cash Flow”) shall be (Ai) provided no Event of Default to the extent that a Trigger Period has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, be deposited into the Excess Cash Flow AccountAccount and (ii) to the extent that no Trigger Period exists, be disbursed to Borrower in one or more accounts as directed by Borrower. All transfers of funds from the Cash Management Account or other sources to or for the benefit of the Mezzanine Lenders or the Mezzanine Borrowers pursuant to this Agreement or any of the other Loan Documents are intended by Borrower and the Mezzanine Borrower to constitute and shall constitute distributions from Borrower to the applicable Mezzanine Borrower of such funds. No provision of the Loan Documents shall create a debtor-creditor relationship between Borrower and the Mezzanine Lenders. Borrower hereby authorizes and directs Lender (and any Servicer acting on behalf of Lender) to (A) rely on any notice received from (i) Directing Mezzanine A Lender with respect to the existence or cure of a Mezzanine A Event of Default, (ii) Directing Mezzanine B Lender with respect to the existence or cure of a Mezzanine B Event of Default, and (iii) Directing Mezzanine C Lender with respect to the existence or cure of a Mezzanine C Event of Default and (B) disregard any competing notices from Borrower or Mezzanine Borrower with respect to the Mezzanine Loans. In addition, with respect to (i) the disposition of funds pursuant to Section 9.3(j), Lender (or any Servicer acting on behalf of Lender) shall be entitled to rely on directions from the Directing Mezzanine A Lender with respect to such disposition of funds, (ii) the disposition of funds pursuant to Section 9.3(k), Lender (or any Servicer acting on behalf of Lender) shall be entitled to rely on directions from the Directing Mezzanine B Lender with respect to such disposition of funds and (iii) the disposition of funds pursuant to Section 9.3(l), Lender (or any Servicer acting on behalf of Lender) shall be entitled to rely on directions from the Directing Mezzanine C Lender with respect to such disposition of funds.

Disbursements from the Cash Management Account. On each Monthly Payment DateBusiness Day, other than during a Trigger Period, all funds in the Cash Management Account shall be delivered to an account designated by Borrower and, thereafter, Borrower may use any such funds for any purpose. On each Business Day during a Trigger Period, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment DateDate on or immediately succeeding the date of such deposit, if any, shall be deposited in the Tax Account; (b) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment DateDate on or immediately succeeding the date of such deposit, if any, shall be deposited in the Insurance Account; (c) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, Debt Service due for the Monthly Payment Date on or immediately succeeding the date of such deposit shall be deposited into in the Debt Service Account; (d) Fourth, to Borrower, funds sufficient in an amount equal to pay the Debt Service due on the then applicable Op Ex Monthly Payment Date shall be deposited in the Debt Service Account;Amount; and (e) Fifth, funds sufficient to pay the Replacement Reserve Monthly Deposit due for the then applicable Monthly Payment DateDate on or immediately succeeding the date of such deposit, if any, shall be deposited in the Replacement Reserve Account; (f) Sixth, funds sufficient to pay the Leasing Reserve Monthly Deposit due for the Monthly Payment Date on or immediately succeeding the date of such deposit, if any, shall be deposited in the Leasing Reserve Account; (g) Seventh, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (g) Seventh, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (h) Eighth, to the extent that a Trigger Period has occurred and is continuing, all amounts remaining in the Cash Management Account after deposits for items (a) through (g) above (“Excess Cash Flow”) shall be (A) provided no Event of Default has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, deposited into the Excess Cash Flow Account.

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (b) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (c) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (d) Fourth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (e) Fifth, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Reserve Account; (f) Sixth, funds sufficient to pay the Renewal Tenant Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Renewal Tenant Reserve Account; (g) Seventh, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by LenderXxxxxx; (gh) SeventhEighth, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (hi) Eighth, to the extent that a Trigger Period has occurred and is continuingNinth, all amounts remaining in the Cash Management Account after deposits for items (a) through (gh) above (“Excess Cash Flow”) shall be (Ai) provided no Event of Default to the extent that a Trigger Period has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, be deposited into the Excess Cash Flow AccountAccount and (ii) to the extent that no Trigger Period exists, be disbursed to Borrower.

Disbursements from the Cash Management Account. On each Monthly Payment DateDate during the continuance of a Trigger Period, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (b) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (c) Third, funds sufficient to pay the fees and expenses of Cash Management Bank (as defined in the Cash Management Agreement) then due and payable pursuant to the Cash Management Agreement shall be deposited with Cash Management Bank; (d) Fourth, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (de) FourthFifth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date (without duplication of any portion thereof already deposited therein under subsection (d) above) shall be deposited in the Debt Service Account; (ef) FifthSixth, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Reserve Account; (fg) SixthSeventh, funds sufficient to pay the Leasing Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Leasing Reserve Account; (h) Eighth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by LenderXxxxxx; (gi) Seventh, to the extent that a Trigger Period has occurred and is continuingNinth, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; (j) Tenth, funds sufficient to pay the Mezzanine A Debt Service due on the applicable Monthly Payment Date as well as other sums then due and required to be paid to Mezzanine A Lender pursuant to Article 2 of the Mezzanine A Loan Agreement (other than the payment of any outstanding principal balance of the Mezzanine A Loan on the Maturity Date (as defined in the Mezzanine A Loan Agreement), whether such Maturity Date (as defined in the Mezzanine A Loan Agreement) is the scheduled Maturity Date (as defined in the Mezzanine A Loan Agreement) or an earlier date due to an acceleration of the Mezzanine A Loan) shall be deposited in the Mezzanine A Debt Service Account; (k) Eleventh, so long as there exists no Mezzanine A Loan Event of Default, funds sufficient to pay the Mezzanine B Debt Service due on the applicable Monthly Payment Date (other than the payment of any outstanding principal balance of the Mezzanine B Loan on the Maturity Date (as defined in the Mezzanine B Loan Agreement), whether such Maturity Date (as defined in the Mezzanine B Loan Agreement) is the scheduled Maturity Date (as defined in the Mezzanine B Loan Agreement) or an earlier date due to an acceleration of the Mezzanine B Loan) shall be deposited in the Mezzanine B Debt Service Account; and (hl) Eighth, to the extent that a Trigger Period has occurred and is continuingLastly, all amounts remaining in the Cash Management Account after deposits for items (a) through (gk) above (“Excess Cash Flow”) shall be (Ai) provided no Event of Default to the extent that a Trigger Period has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, be deposited into the Excess Cash Flow Account and (ii) to the extent that no Trigger Period exists, be disbursed to the Restricted Account.

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicerprovided no Event of Default has occurred and is continuing, as applicableAdministrative Agent, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit Deposit, if any, due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (b) Second, funds sufficient to pay the Monthly Insurance Deposit Deposit, if any, due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (c) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (d) Fourth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (e) Fifth, funds sufficient to pay the Replacement Leasing Reserve Monthly Deposit Deposit, if any, for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Leasing Reserve Account; (f) Sixth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan DocumentsMonthly Swap Payment, if any, due on the applicable Monthly Payment Date shall be deposited with or as directed by Lender;in the Swap Payment Account; and (g) Seventh, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (h) Eighth, to the extent that a Trigger Period has occurred and is continuingprovided no Event of Default exists, all amounts remaining in the Cash Management Account after deposits for items (a) through (gf) above (“Excess Cash Flow”) shall be (A) provided no Event of Default has occurred and is continuing, disbursed to Borrower, with two (2) Business Days of the Monthly Payment Date, pursuant to written instructions provided by Borrower or (B) if to Administrative Agent from time to time. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, deposited into Section 8.9(c) shall apply with respect to disbursements from the Excess Cash Flow Management Account.

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account;; LOAN AGREEMENT – Page 98 41458-112/Patuxent Crossing (MD) and Coliseum Marketplace (VA) (b) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (c) Third, intentionally omitted; (d) Fourth, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (de) FourthFifth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date (without duplication of any portion thereof already deposited therein under subsection (c) above) shall be deposited in the Debt Service Account; (ef) FifthSixth, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Reserve Account; (fg) SixthSeventh, funds sufficient to pay the Leasing Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Leasing Reserve Account; (h) Eighth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by LenderXxxxxx; (gi) SeventhNinth, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (hj) Eighth, to the extent that a Trigger Period has occurred and is continuingTenth, all amounts remaining in the Cash Management Account after deposits for items (a) through (gi) above (“"Excess Cash Flow”") shall be (Ai) provided no Event of Default to the extent that a Trigger Period has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, be deposited into the Excess Cash Flow AccountAccount and (ii) to the extent that no Trigger Period exists, be disbursed to Borrower.

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in into the Tax Account; (b) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in into the Insurance Account; (c) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (d) Fourth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in into the Debt Service Account; (e) Fifth, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement PIP Reserve Account; (f) Sixth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (g) Seventh, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly PIP Reserve Deposit Amount for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense PIP Reserve Account; and; (g) Seventh, if the balance of the Seasonality Reserve Account has not at any time during the then current calendar year equaled or exceeded the Seasonality Replenishment Cap for such calendar year, an amount equal to the lesser of (x) the amount by which the balance in the Seasonality Reserve Account is less than the Seasonality Replenishment Cap or (y) the balance (if any) remaining on deposit in the Cash Management Account after the disbursements and deposits made pursuant to the foregoing clauses (a) through (f), shall be deposited into the Seasonality Reserve Account; (h) Eighth, to the extent that if a Trigger Period has occurred exists, funds in an amount equal to the balance (if any) remaining on deposit in the Cash Management Account after the disbursements and is continuingdeposits made pursuant to the foregoing clauses (a) through (g) the (“Excess Cash”), shall be deposited into the Excess Cash Reserve Account; (i) Ninth, provided no Trigger Period exists, all amounts remaining in the Cash Management Account after deposits for items (a) through (gh) above (“Excess Cash Flow”) shall be (A) provided no Event of Default has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, deposited into the Excess Cash Flow AccountBorrower.

Disbursements from the Cash Management Account. On Provided no Event of Default has occurred and is continuing, on each Monthly Payment DateDate during a Trigger Period, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Ground Rent Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Ground Lease Reserve Account. (b) Second, funds sufficient to pay the Debt Service in respect of the Loan due on the then applicable Monthly Payment Date in shall be deposited in the Debt Service Account; (c) Third, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (bd) SecondFourth, funds sufficient to pay the Monthly Condominium Charges Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Condominium Charges Reserve Account. (e) Fifth, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (cf) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (d) FourthSixth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (e) Fifth, funds sufficient to pay the Replacement Capital Expenditures Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Capital Expenditures Reserve Account; (fg) SixthSeventh, funds sufficient to pay the Leasing Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Leasing Reserve Account; (h) Eighth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by LenderXxxxxx; (gi) Seventh, to the extent that a Trigger Period has occurred and is continuingNinth, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (hj) Eighth, to the extent that a Trigger Period has occurred and is continuingLastly, all amounts remaining in the Cash Management Account after deposits for items (a) through (gi) above (“Excess Cash Flow”) shall be (A) deposited in the Excess Cash Flow Account, to be held by Xxxxxx as additional collateral for the Loan in accordance with the terms of this Agreement and the other Loan Documents; provided that, so long as no Event of Default has occurred and is continuingongoing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, deposited into the such Excess Cash Flow Accountshall be applied to shortfalls in amounts payable pursuant to items (a) through (i) above.

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a1) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (b2) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (c3) Third, sufficient to pay the Monthly Ground Rent Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Ground Rent Account (4) Fourth, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account;; LOAN AGREEMENT – Page 96 41458-110/JANAF Shopping Yard (VA) (d5) FourthFifth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date (without duplication of any portion thereof already deposited therein under subsection (c) above) shall be deposited in the Debt Service Account; (e6) FifthSixth, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Reserve Account; (f7) SixthSeventh, funds sufficient to pay the Leasing Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Leasing Reserve Account; (8) Eighth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (g9) SeventhNinth, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (h10) Eighth, to the extent that a Trigger Period has occurred and is continuingTenth, all amounts remaining in the Cash Management Account after deposits for items (a) through (gi) above (“"Excess Cash Flow”") shall be (Ai) provided no Event of Default to the extent that a Trigger Period has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, be deposited into the Excess Cash Flow AccountAccount and (ii) to the extent that no Trigger Period exists, be disbursed to Borrower.

Disbursements from the Cash Management Account. On each Monthly Payment DateBusiness Day, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Monthly Tax Ground Rent Deposit due for the then applicable Monthly Payment DateDate on or immediately succeeding the date of such deposit, if any, shall be deposited in the Tax Account; (b) Second, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Monthly Tax Deposit due for the Monthly Payment Date on or immediately succeeding the date of such deposit, if any, shall be deposited in the Tax Account; (c) Third, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment DateDate on or immediately succeeding the date of such deposit, if any, shall be deposited in the Insurance Account; (cd) ThirdFourth, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (de) FourthFifth, funds sufficient to pay the Debt Service due on for the then applicable Monthly Payment Date on or immediately succeeding the date of such deposit shall be deposited in the Debt Service Account; (ef) FifthSixth, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Replacement Reserve Monthly Deposit due for the then applicable Monthly Payment DateDate on or immediately succeeding the date of such deposit, if any, shall be deposited in the Replacement Reserve Account; (fg) SixthSeventh, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Leasing Reserve Monthly Deposit due for the Monthly Payment Date on or immediately succeeding the date of such deposit, if any, shall be deposited in the Leasing Reserve Account; (h) Eighth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (gi) SeventhNinth, to the extent that a Trigger Period has occurred and is continuing, to Borrower, funds sufficient in an amount equal to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense AccountAmount; and (hj) Eighth, to the extent that a Trigger Period has occurred and is continuingTenth, all amounts remaining in the Cash Management Account after deposits for items (a) through (gi) above (“Excess Cash Flow”) shall be (Ai) provided no Event of Default to the extent that a Trigger Period has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, be deposited into the Excess Cash Flow AccountAccount and (ii) to the extent that no Trigger Period exists, be disbursed to Borrower each Business Day.

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (b) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (c) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (d) Fourth, funds sufficient to pay the Monthly Debt Service Payment Amount due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (e) Fifth, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Reserve Account; (f) Sixth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (g) Seventh, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and; (hg) EighthSeventh, to the extent that a Trigger Period has occurred and is continuing, all amounts remaining in the Cash Management Account after deposits for items (a) through (gf) above (“Excess Cash Flow”) shall be deposited into the Excess Cash Flow Account; and (Ah) Eighth, provided no Event of Default has occurred and is continuing, all amounts remaining in the Cash Management Account after deposits for items (a) through (g) above, if any, shall be disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, deposited into the Excess Cash Flow AccountBorrower.

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicer, as applicable, shall allocate apply all funds, if any, funds on deposit in the Cash Management Account on the tenth (10th) day of each month commencing on July 10, 2001 (and disburse if such funds day is not a Business Day then the preceding day which is a Business Day) in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Ground Lease Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax AccountGround Lease Escrow Fund; (b) Second, funds sufficient to pay the Monthly Insurance Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance AccountEscrow Fund; (c) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, Monthly Insurance Premium Deposit shall be deposited into in the Debt Service AccountEscrow Fund; (d) Fourth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited applied in accordance with the Debt Service Accountterms and provisions of the Note; (e) Fifth, funds sufficient to pay the Monthly Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in into the Replacement Reserve Accountto the extent required and to be held and applied by Lender in accordance with the Replacement Reserve Agreement; (f) Sixth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, Monthly Leasing Reserve Deposit shall be deposited into the Leasing Reserve to the extent required and to be held and applied by Lender in accordance with or as directed by Lenderthe Leasing Reserve Agreement; (g) Seventh, funds sufficient to pay any interest accruing at the extent that a Trigger Period has occurred Default Rate, and is continuinglate payment charges, if any, shall be applied by Lender in accordance with the Loan Documents; (h) Eighth, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment DateAdministrative Fee shall be applied by Lender; (i) Ninth, if any, shall be deposited in the Operating Expense Account; and (h) Eighth, to the extent that a Trigger Period has occurred and is continuingapplicable, all amounts remaining in the Cash Management Account after deposits for items (a) through (g) above (“Excess Cash Flow”h) shall be applied by Lender to fund the Extension Lease Reserve (A) as defined and provided no Event of Default has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, deposited into for in that certain Loan Document known as the Excess Cash Flow Account.Tenant Improvement

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (b) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (c) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (d) Fourth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (e) Fifth, funds sufficient to pay the Replacement FF&E Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement FF&E Reserve Account; (f) Sixth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (g) Seventh, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (h) Eighth, to the extent that a Trigger Period has occurred and is continuing, all amounts remaining in the Cash Management Account after deposits for items (a) through (g) above (“Excess Cash Flow”) shall be (Ai) provided no Event of Default to the extent that a Trigger Period has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, be deposited into the Excess Cash Flow AccountAccount and (ii) to the extent that no Trigger Period exists, be disbursed to Borrower. For purposes of clarification, the first sentence of this Section 9.3 shall not be deemed to require that any funds on deposit in the Restricted Account be transferred to the Cash Management Account at any time other than during the continuance of a Trigger Period.

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (b) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (c) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (d) Fourth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date (without duplication of any portion thereof already deposited therein under subsection (c) above) shall be deposited in the Debt Service Account; (e) Fifth, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Reserve Account; (f) Sixth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender;Xxxxxx; and (f) Sixth, funds sufficient to pay all Operating Expenses (other than amounts due under the Operating Lease as rent or otherwise payable thereunder) shall be paid first to any Person not an Affiliate of a Borrower Party who is entitled to such payment, and thereafter to any Borrower Party to whom Operating Expenses are payable; and (g) Seventh, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (h) Eighth, to the extent that a Trigger Period has occurred and is continuing, all amounts remaining in the Cash Management Account after deposits for items (a) through (gf) above (“Excess Cash Flow”) shall be (A) provided no Event of Default has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, deposited into the Excess Cash Flow Account. For so long as no Event of Default is continuing and all amounts set forth in clauses (a) through (f) above have been paid in full on a current basis, current amounts due under the Operating Lease may be paid solely to the extent of Excess Cash Flow, and may be remitted to Lakewood Borrower without depositing same into the Restricted Account.

Disbursements from the Cash Management Account. On Upon the occurrence and during the continuance of a Trigger Period, provided no Event of Default is then continuing, on each Monthly Payment DateBusiness Day, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Monthly Ground Rent Deposit due for the Monthly Payment Date on or immediately succeeding the date of such deposit, if any, shall be deposited into the Ground Rent Account; (b) Second, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment DateDate on or immediately succeeding the date of such deposit, if any, shall be deposited in the Tax Account; (bc) SecondThird, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment DateDate on or immediately succeeding the date of such deposit, if any, shall be deposited in the Insurance Account; (cd) ThirdFourth, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (de) FourthFifth, funds sufficient to pay the Debt Service due on for the then applicable Monthly Payment Date on or immediately succeeding the date of such deposit shall be deposited in the Debt Service Account; (ef) FifthSixth, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Replacement Reserve Monthly Deposit due for the then applicable Monthly Payment DateDate on or immediately succeeding the date of such deposit, if any, shall be deposited in the Replacement Reserve Account; (fg) SixthSeventh, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Leasing Reserve Monthly Deposit due for the Monthly Payment Date on or immediately succeeding the date of such deposit, if any, shall be deposited in the Leasing Reserve Account; (h) Eighth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (gi) SeventhNinth, to the extent that a Trigger Period has occurred and is continuing, to Borrower, funds sufficient in an amount equal to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense AccountAmount; and (hj) Eighth, to the extent that a Trigger Period has occurred and is continuingTenth, all amounts remaining in the Cash Management Account after deposits for items (a) through (gi) above (“Excess Cash Flow”) shall be disbursed as follows: (Ai) provided no Event of Default to the extent that a Trigger Period (Full) has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, all Excess Cash Flow shall be deposited into the Excess Cash Flow Account, (ii) to the extent that a Trigger Period (Partial) has occurred and is continuing, (A) fifty percent (50%) of the Excess Cash Flow shall be deposited into the Excess Cash Flow Account and (B) fifty percent (50%) of the Excess Cash Flow shall be disbursed to Borrower, or (iii) to the extent that no Trigger Period exists, all Excess Cash Flow shall be disbursed to Borrower.

Disbursements from the Cash Management Account. On each Monthly Payment DateDate during the continuance of a Trigger Period, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Ground Rent due for the then applicable Monthly Payment Date, if any, shall be deposited in the Ground Lease Reserve Account; (b) Second, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (bc) SecondThird, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (cd) ThirdFourth, funds sufficient to pay the fees and expenses of Cash Management Bank (as defined in the Cash Management Agreement) then due and payable pursuant to the Cash Management Agreement shall be deposited with Cash Management Bank; (e) Fifth, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (df) FourthSixth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date (without duplication of any portion thereof already deposited therein under subsection (e) above) shall be deposited in the Debt Service Account; (eg) FifthSeventh, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Reserve Account; (fh) SixthEighth, funds sufficient to pay the Leasing Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Leasing Reserve Account; (i) Ninth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by LenderLxxxxx; (gj) Seventh, to the extent that a Trigger Period has occurred and is continuingTenth, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; (k) Eleventh, funds sufficient to pay the Mezzanine Debt Service due on the applicable Monthly Payment Date (other than the payment of any outstanding principal balance of the Mezzanine Loan on the Maturity Date (as defined in the Mezzanine Loan), whether such Maturity Date (as defined in the Mezzanine Loan) is the scheduled Maturity Date (as defined in the Mezzanine Loan) or an earlier date due to an acceleration of the Mezzanine Loan) shall be deposited in the Mezzanine Debt Service Account; and (hl) Eighth, to the extent that a Trigger Period has occurred and is continuingLastly, all amounts remaining in the Cash Management Account after deposits for items (a) through (gk) above (“Excess Cash Flow”) shall be (Ai) provided no Event of Default to the extent that a Trigger Period has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, be deposited into the Excess Cash Flow Account and (ii) to the extent that no Trigger Period exists, be disbursed to the Restricted Account.

Disbursements from the Cash Management Account. On each Monthly Payment DateDate during the occurrence and continuance of a Trigger Period, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Ground Rent Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Ground Rent Account; (b) Second, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (bc) SecondThird, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (cd) ThirdFourth, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (de) FourthFifth, funds sufficient to pay the Debt Service (calculated after the Anticipated Repayment Date at the Regular Interest Rate) due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (e) Fifth, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Reserve Account; (f) Sixth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by LenderLxxxxx; (g) Seventh, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (h) Eighth, to the extent that a Trigger Period has occurred and is continuing, all amounts remaining in the Cash Management Account after deposits for items (a) through (g) above (“Excess Cash Flow”) shall be (A) provided no Event of Default has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, deposited into the Excess Cash Flow Account.

Disbursements from the Cash Management Account. On each Monthly Payment Date, Lender or Servicerprovided no Event of Default has occurred and is continuing, as applicable, Administrative Agent shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (b) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (c) Third, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (d) Fourth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (e) Fifth, funds sufficient to pay the Replacement Leasing Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Leasing Reserve Account;; and (f) Sixth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or provided no Event of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (g) Seventh, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (h) Eighth, to the extent that a Trigger Period has occurred and is continuingDefault exists, all amounts remaining in the Cash Management Account after deposits for items (a) through (ge) above (“Excess Cash Flow”) shall be (A) provided no Event of Default has occurred and is continuing, disbursed to Borrower, with two (2) Business Days of the Monthly Payment Date, pursuant to written instructions provided by Borrower or (B) if to Administrative Agent from time to time. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, deposited into Section 8.9(c) shall apply with respect to disbursements from the Excess Cash Flow Management Account.

Disbursements from the Cash Management Account. On each Monthly Payment DateDate during the occurrence and continuance of a Trigger Period, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority: (a) First, funds sufficient to pay the Monthly Ground Rent Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Ground Rent Account; (b) Second, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account; (bc) SecondThird, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account; (cd) ThirdFourth, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited into the Debt Service Account; (de) FourthFifth, funds sufficient to pay the Debt Service (calculated after the Anticipated Repayment Date at the Regular Interest Rate) due on the then applicable Monthly Payment Date shall be deposited in the Debt Service Account; (e) Fifth, funds sufficient to pay the Replacement Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Replacement Reserve Account; (f) Sixth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender; (g) Seventh, to the extent that a Trigger Period has occurred and is continuing, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account; and (h) Eighth, to the extent that a Trigger Period has occurred and is continuing, all amounts remaining in the Cash Management Account after deposits for items (a) through (g) above (“Excess Cash Flow”) shall be (A) provided no Event of Default has occurred and is continuing, disbursed to Borrower or (B) if an Event of Default has occurred and is continuing, deposited into the Excess Cash Flow Account.