Common use of Excess Cash Flow Funds Clause in Contracts

Excess Cash Flow Funds. (a) During the continuance of a Cash Trap Period, (i) all Rents paid by Master Tenant under the Master Lease in excess of the amount required to be applied to the payment of amounts described in Sections 6.11.1(a)(i) through (v) shall be transferred by Cash Management Bank into an Account established to hold such funds (the “Borrower Excess Cash Flow Account”) and held as additional security for the Loan, subject to Lender’s rights in respect of the occurrence of any Event of Default; and (ii) all Gross Revenue deposited into the Cash Management Account in excess of the sum of (A) Rents payable by Master Tenant under the Master Lease and (B) amounts described in Sections 6.11.1(b)(i) through (iii) shall be transferred by Cash Management Bank into an Account established to hold such funds (the “Master Tenant Excess Cash Flow Account”) and held as additional security for the Loan, subject to Lender’s rights in respect of the occurrence of any default under the Master Lease beyond all applicable notice and cure periods (it being acknowledged and agreed by Borrower that Lender has authority pursuant to the Master Lease Subordination to deliver required default notices under the Master Lease) or upon acceleration of the Loan, as applicable. Amounts deposited from time to time into the Borrower Excess Cash Flow Account pursuant to this Section 6.9 are referred to herein as the “Borrower Excess Cash Flow Funds”, and amounts deposited from time to time into the Master Tenant Excess Cash Flow Account pursuant to this Section 6.9 are referred to herein as the “Master Tenant Excess Cash Flow Funds”. For the avoidance of doubt, except in the event of a Cash Trap Period that has terminated, the obligations of Borrower after the occurrence of a Cash Trap Period shall continue notwithstanding the fact that the Cash Trap Event is subsequently cured. Provided there is no continuing Event of Default and provided a Cash Trap Period has not commenced for another reason, the Cash Trap Period, and the sweeping of Borrower Excess Cash Flow and Master Tenant Excess Cash Flow pursuant to this Section 6.9, shall end upon the next Monthly Payment Date to occur after the termination of an applicable Cash Trap Period and in such event, until the occurrence of a subsequent Cash Trap Event, (q) funds held by Lender in the Borrower Excess Cash Flow Reserve shall be paid to Borrower; and (r) funds held by Lender in the Master Tenant Excess Cash Flow Reserve shall be paid to Master Tenant. After the occurrence, and during the continuance, of a Cash Trap Period, (x) Borrower shall have the right to request in writing a draw of funds from the Borrower Excess Cash Flow Account to reimburse Borrower for, or to pay directly, any costs and expenses reasonably incurred by Borrower, and reasonably approved by Lender, to (i) satisfy its obligations as landlord under the Master Lease, (ii) to cure a default by Master Tenant under the Master Lease which Master Tenant default threatens imminent harm to the Property, and (iii) keep Borrower in good standing in accordance with applicable law, and (y) Master Tenant shall have the right to request in writing a draw of funds from the Master Tenant Excess Cash Flow Account to reimburse Master Tenant for, or to pay directly, any costs and expenses reasonably incurred by Master Tenant, and reasonably approved by Lender, to (i) satisfy its obligations under the Master Lease or as Owner under the Franchise Agreement, (ii) to cure a default by Manager under the Management Agreement, and (iii) keep Master Tenant in good standing in accordance with applicable law. In such event, provided on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, Lender shall, or shall direct Servicer to, disburse to Borrower or Master Tenant, as the case may be, promptly following the next Monthly Payment Date an amount from the Borrower Excess Cash Flow Account or the Master Tenant Excess Cash Flow Account, as the case may be, to reimburse Borrower (or Master Tenant) for, or to pay directly, the applicable expense.

Excess Cash Flow Funds. (a) During On each Monthly Payment Date occurring after the occurrence and continuance of a Cash Trap Trigger Period, Borrower shall deposit (i) all Rents paid by Master Tenant under the Master Lease in excess of the amount required or cause to be applied to the payment of amounts described in Sections 6.11.1(a)(ideposited) through (v) shall be transferred by Cash Management Bank into an Eligible Account established to hold such funds with Lender or Servicer (the “Borrower Excess Cash Flow Account”) an amount equal to the Excess Cash Flow generated by the Property for the immediately preceding Interest Accrual Period (each such monthly deposit being herein referred to as the “Monthly Excess Cash Flow Deposits” and the amounts on deposit in the Excess Cash Flow Reserve Account being herein referred to as the “Excess Cash Flow Funds”). Provided no Event of Default has occurred and is continuing, any Excess Cash Flow Funds remaining in the Excess Cash Flow Account shall be disbursed to Borrower upon the expiration of any Trigger Period in accordance with the applicable terms and conditions hereof; provided, however, in the event of a HRA Trigger Period, upon the cure of such HRA Trigger Period in accordance with the terms hereof, provided no other Trigger Period no Event of Default has occurred and is continuing, any Excess Cash Flow Funds remaining in the Excess Cash Flow Account, less an amount equal to the HRA Excess Cash Flow Threshold shall be disbursed to Borrower, and such remainder (the “HRA Trigger Deposit”) shall remain on deposit in the Excess Cash Flow Account, to be held as additional security for the LoanBorrower’s obligations hereunder, subject to Lender’s rights in respect the immediately succeeding two sentences of the occurrence of any Event of Default; and (ii) all Gross Revenue deposited into the Cash Management Account in excess of the sum of (A) Rents payable by Master Tenant under the Master Lease and (B) amounts described in Sections 6.11.1(b)(i) through (iii) shall be transferred by Cash Management Bank into an Account established to hold such funds (the “Master Tenant Excess Cash Flow Account”) and held as additional security for the Loan, subject to Lender’s rights in respect of the occurrence of any default under the Master Lease beyond all applicable notice and cure periods (it being acknowledged and agreed by Borrower that Lender has authority pursuant to the Master Lease Subordination to deliver required default notices under the Master Lease) or upon acceleration of the Loan, as applicable. Amounts deposited from time to time into the Borrower Excess Cash Flow Account pursuant to this Section 6.9 are referred to herein as 8.5(a). Notwithstanding the “Borrower Excess Cash Flow Funds”, and amounts deposited from time to time into the Master Tenant Excess Cash Flow Account pursuant to this Section 6.9 are referred to herein as the “Master Tenant Excess Cash Flow Funds”. For the avoidance of doubt, except in the event of a Cash Trap Period that has terminated, the obligations of Borrower after the occurrence of a Cash Trap Period shall continue notwithstanding the fact that the Cash Trap Event is subsequently cured. Provided there is no continuing Event of Default and provided a Cash Trap Period has not commenced for another reason, the Cash Trap Period, and the sweeping of Borrower Excess Cash Flow and Master Tenant Excess Cash Flow pursuant to this Section 6.9, shall end upon the next Monthly Payment Date to occur after the termination of an applicable Cash Trap Period and in such event, until the occurrence of a subsequent Cash Trap Event, (q) funds held by Lender in the Borrower Excess Cash Flow Reserve shall be paid to Borrower; and (r) funds held by Lender in the Master Tenant Excess Cash Flow Reserve shall be paid to Master Tenant. After the occurrence, and during the continuance, of a Cash Trap Period, (x) Borrower shall have the right to request in writing a draw of funds from the Borrower Excess Cash Flow Account to reimburse Borrower for, or to pay directly, any costs and expenses reasonably incurred by Borrower, and reasonably approved by Lender, to (i) satisfy its obligations as landlord under the Master Lease, (ii) to cure a default by Master Tenant under the Master Lease which Master Tenant default threatens imminent harm to the Property, and (iii) keep Borrower in good standing in accordance with applicable law, and (y) Master Tenant shall have the right to request in writing a draw of funds from the Master Tenant Excess Cash Flow Account to reimburse Master Tenant for, or to pay directly, any costs and expenses reasonably incurred by Master Tenant, and reasonably approved by Lender, to (i) satisfy its obligations under the Master Lease or as Owner under the Franchise Agreement, (ii) to cure a default by Manager under the Management Agreement, and (iii) keep Master Tenant in good standing in accordance with applicable law. In such event, provided on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncuredforegoing, Lender shall, or shall direct Servicer to, disburse to Borrower or Master Tenant, as the case may be, promptly HRA Trigger Deposit upon satisfaction by Borrower of each of the following the next Monthly Payment Date an amount from the Borrower Excess Cash Flow Account or the Master Tenant Excess Cash Flow Account, as the case may be, to reimburse Borrower (or Master Tenant) for, or to pay directly, the applicable expense.conditions:

Excess Cash Flow Funds. (a) During On each Monthly Payment Date occurring on and after the occurrence and continuance of a Cash Trap Trigger Period, Borrower shall deposit (i) all Rents paid by Master Tenant under the Master Lease in excess of the amount required or cause to be applied deposited) (to the payment of amounts described in Sections 6.11.1(a)(iextent not deposited pursuant to Section 9.3(o) through (vhereof) shall be transferred by Cash Management Bank into an Eligible Account established to hold such funds with Lender or Servicer (the “Borrower Excess Cash Flow Account”) and held as additional security for an amount equal to the Loan, subject to Lender’s rights in respect of the occurrence of any Event of Default; and (ii) all Gross Revenue deposited into the Cash Management Account in excess of the sum of (A) Rents payable by Master Tenant under the Master Lease and (B) amounts described in Sections 6.11.1(b)(i) through (iii) shall be transferred by Cash Management Bank into an Account established to hold such funds (the “Master Tenant Excess Cash Flow Account”) and held as additional security generated by the Properties for the Loan, subject immediately preceding Interest Accrual Period (each such monthly deposit being herein referred to Lender’s rights in respect of as the occurrence of any default under the Master Lease beyond all applicable notice and cure periods (it being acknowledged and agreed by Borrower that Lender has authority pursuant to the Master Lease Subordination to deliver required default notices under the Master Lease) or upon acceleration of the Loan, as applicable. Amounts deposited from time to time into the Borrower “Monthly Excess Cash Flow Deposits” and the amounts on deposit in the Excess Cash Flow Reserve Account pursuant to this Section 6.9 are being herein referred to herein as the “Borrower Excess Cash Flow Funds”, and amounts deposited from time ). With respect to time into the Master Tenant Excess Cash Flow Account any Trigger Period (other than a Trigger Period pursuant to this Section 6.9 are referred to herein as the “Master Tenant Excess Cash Flow Funds”. For the avoidance of doubt, except (i) clause (A)(ii) in the event definition thereof (solely to the extent such Trigger Period is the result of a Cash Trap Period that has terminated, the obligations bankruptcy or insolvency of Borrower after the occurrence of a Cash Trap Period shall continue notwithstanding the fact that the Cash Trap Event is subsequently cured. Provided there is no continuing Event of Default any non-Affiliated Manager) and provided a Cash Trap Period has not commenced for another reason, the Cash Trap Period, and the sweeping of Borrower Excess Cash Flow and Master Tenant Excess Cash Flow pursuant to this Section 6.9, shall end upon the next Monthly Payment Date to occur after the termination of an applicable Cash Trap Period and in such event, until the occurrence of a subsequent Cash Trap Event, (qii) funds held by Lender clause (A)(iii) in the Borrower Excess Cash Flow Reserve shall be paid to Borrower; and (r) funds held by definition thereof), Lender in the Master Tenant Excess Cash Flow Reserve shall be paid to Master Tenant. After the occurrence, and during the continuance, of a Cash Trap Period, (x) Borrower shall have the right to request apply amounts on deposit in writing a draw of funds from the Borrower Excess Cash Flow Account to reimburse Borrower forpay down the Debt in its sole discretion (together with any Interest Shortfall, or Breakage Costs (if any), Prepayment Premium and any other amounts due in connection therewith). With respect to pay directly, any costs and expenses reasonably incurred by Borrower, and reasonably approved by Lender, Trigger Period pursuant to (i) satisfy its obligations as landlord under clause (A)(ii) in the Master Lease, definition thereof (solely to the extent such Trigger Period is the result of the bankruptcy or insolvency of any non-Affiliated Manager) and (ii) to cure a default by Master Tenant under clause (A)(iii) in the Master Lease which Master Tenant default threatens imminent harm to definition thereof, amounts in the Property, and (iii) keep Borrower in good standing in accordance with applicable law, and (y) Master Tenant shall have the right to request in writing a draw of funds from the Master Tenant Excess Cash Flow Account to reimburse Master Tenant for, or to pay directly, any costs and expenses reasonably incurred by Master Tenant, and reasonably approved by Lender, to (i) satisfy its obligations under shall remain on deposit in the Master Lease or Excess Cash Flow Account as Owner under additional collateral for the Franchise Agreement, (ii) to cure a default by Manager under the Management Agreement, and (iii) keep Master Tenant in good standing in accordance with applicable lawLoan. In such event, provided on the date such request is received by Lender and on the date such payment is to be made, Provided no Event of Default shall exist has occurred and remain uncuredis continuing, Lender shall, or shall direct Servicer to, disburse to Borrower or Master Tenant, as any Excess Cash Flow Funds remaining in the case may be, promptly following the next Monthly Payment Date an amount from the Borrower Excess Cash Flow Account or shall be disbursed to Borrower upon the Master Tenant expiration of any Trigger Period in accordance with the applicable terms and conditions hereof. Any Excess Cash Flow AccountFunds remaining on deposit in the Excess Cash Flow Account after the Debt has been paid in full shall be paid (a) to Mezzanine A Lender to be held by Mezzanine A Lender pursuant to the Mezzanine A Loan Agreement for the same purposes as those described in this Section 8.5, as (b) if the case may beMezzanine A Loan is no longer outstanding, but the Mezzanine B Loan is outstanding, to reimburse Borrower Mezzanine B Lender to be held by Mezzanine B Lender pursuant to the Mezzanine B Loan Agreement for the same purposes as those described in this Section 8.5, (c) if the Mezzanine A Loan and Mezzanine B Loan are no longer outstanding, but the Mezzanine C Loan is outstanding, to Mezzanine C Lender to be held by Mezzanine C Lender pursuant to the Mezzanine C Loan Agreement for the same purposes as those described in this Section 8.5 or Master Tenant(d) forif none of the Mezzanine A Loan, Mezzanine B Loan or Mezzanine C Loan is then outstanding, to pay directly, the applicable expenseBorrower.

Excess Cash Flow Funds. (a) During On each Monthly Payment Date during a Trigger Period, but only if and to the extent a Cash Management Violation has occurred, Borrower shall make a True Up Payment into the Excess Cash Flow Account equal to Lender's reasonable estimate of the amounts that would have been deposited into the Excess Cash Flow Account on each applicable Monthly Payment Date during the Trigger Period had the Cash Management Violation not occurred. On each Monthly Payment Date occurring on and after the occurrence and continuance of a Cash Trap Trigger Period, Borrower shall deposit (i) all Rents paid by Master Tenant under the Master Lease in excess of the amount required or cause to be applied to the payment of amounts described in Sections 6.11.1(a)(ideposited) through (v) shall be transferred by Cash Management Bank into an Eligible Account established to hold such funds with Lender or Servicer (the “Borrower "Excess Cash Flow Account”") and held as additional security an amount equal to the Excess Cash Flow generated by the Property for the Loanimmediately preceding Interest Accrual Period (each such monthly deposit being herein referred to as the "Monthly Excess Cash Flow Deposits" and the amounts on deposit in the Excess Cash Flow Account being herein referred to as the "Excess Cash Flow Funds"). In addition, subject in the event LOAN AGREEMENT – Page 88 41458-110/JANAF Shopping Yard (VA) that Borrower elects to Lender’s rights in respect satisfy the Avoidance Conditions, the related cash or Letter of the occurrence of any Event of Default; and (ii) all Gross Revenue deposited into the Cash Management Account in excess of the sum of (A) Rents payable by Master Tenant under the Master Lease and (B) amounts described in Sections 6.11.1(b)(i) through (iii) Credit deposits shall be transferred delivered by Cash Management Bank into an Account established Borrower to hold such funds (the “Master Tenant Excess Cash Flow Account”) . Provided no Event of Default has occurred and held as additional security for is continuing, any Excess Cash Flow Funds remaining in the Loan, subject to Lender’s rights in respect of the occurrence of any default under the Master Lease beyond all applicable notice and cure periods (it being acknowledged and agreed by Borrower that Lender has authority pursuant to the Master Lease Subordination to deliver required default notices under the Master Lease) or upon acceleration of the Loan, as applicable. Amounts deposited from time to time into the Borrower Excess Cash Flow Account pursuant shall be disbursed to this Section 6.9 are referred Borrower upon the expiration of each Trigger Period in accordance with the applicable terms and conditions hereof; notwithstanding the foregoing, as it pertains to herein as the “Borrower Excess Cash Flow Funds”, and amounts deposited from time to time into the Master Tenant Excess Cash Flow Account pursuant to this Section 6.9 are referred to herein in satisfaction of the Avoidance Conditions, the remainder of such funds shall be held until such time as the “Master Tenant Excess Cash Flow Funds”. For the avoidance of doubt, except in the event of a Cash Trap Period that has terminated, the obligations of Borrower after the occurrence of a Cash Trap Period shall continue notwithstanding the fact that the Cash Trap Event is subsequently cured. Provided there is no continuing Event of Default and provided a Cash Trap Period has not commenced for another reason, the Cash Trap Trigger Period, and which would have existed but for the sweeping satisfaction of Borrower Excess Cash Flow and Master Tenant Excess Cash Flow pursuant to this Section 6.9the Avoidance Conditions, shall end upon the next Monthly Payment Date to occur after the termination of an applicable Cash Trap Period and in such event, until the occurrence of a subsequent Cash Trap Event, (q) funds held by Lender in the Borrower Excess Cash Flow Reserve shall be paid to Borrower; and (r) funds held by Lender in the Master Tenant Excess Cash Flow Reserve shall be paid to Master Tenant. After the occurrence, and during the continuance, of a Cash Trap Period, (x) Borrower shall have the right to request in writing a draw of funds from the Borrower Excess Cash Flow Account to reimburse Borrower for, or to pay directly, any costs and expenses reasonably incurred by Borrower, and reasonably approved by Lender, to (i) satisfy its obligations as landlord under the Master Lease, (ii) to cure a default by Master Tenant under the Master Lease which Master Tenant default threatens imminent harm to the Property, and (iii) keep Borrower in good standing is cured in accordance with applicable law, and (y) Master Tenant shall have the right to request in writing a draw definition of funds from the Master Tenant Excess Cash Flow Account to reimburse Master Tenant for, or to pay directly, any costs and expenses reasonably incurred by Master Tenant, and reasonably approved by Lender, to (i) satisfy its obligations under the Master Lease or as Owner under the Franchise Agreement, (ii) to cure a default by Manager under the Management Agreement, and (iii) keep Master Tenant in good standing in accordance with applicable law. In such event, provided on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, Lender shall, or shall direct Servicer to, disburse to Borrower or Master Tenant, as the case may be, promptly following the next Monthly Payment Date an amount from the Borrower Excess Cash Flow Account or the Master Tenant Excess Cash Flow Account, as the case may be, to reimburse Borrower (or Master Tenant) for, or to pay directly, the applicable expense“Trigger Period”.

Excess Cash Flow Funds. (a) During On each Monthly Payment Date during a Trigger Period, but only if and to the extent a Cash Management Violation has occurred, Borrower shall make a True Up Payment into the Excess Cash Flow Account equal to Xxxxxx's reasonable estimate of the amounts that would have been deposited into the Excess Cash Flow Account on each applicable Monthly Payment Date during the Trigger Period had the Cash Management Violation not occurred. On each Monthly Payment Date occurring on and after the occurrence and continuance of a Cash Trap Trigger Period, Borrower shall deposit (i) all Rents paid by Master Tenant under the Master Lease in excess of the amount required or cause to be applied to the payment of amounts described in Sections 6.11.1(a)(ideposited) through (v) shall be transferred by Cash Management Bank into an Eligible Account established to hold such funds with Lender or Servicer (the “Borrower "Excess Cash Flow Account”") an amount equal to the Excess Cash Flow generated by the Property for the immediately preceding Interest Accrual Period (each such monthly deposit being herein referred to as the "Monthly Excess Cash Flow Deposits" and the amounts on deposit in the Excess Cash Flow Account being herein referred to as the "Excess Cash Flow Funds"). In addition, in the event that Borrower elects to satisfy the LOAN AGREEMENT – Page 90 41458-112/Patuxent Crossing (MD) and held as additional security for Coliseum Marketplace (VA) Avoidance Conditions, the Loan, subject to Lender’s rights in respect related cash or Letter of the occurrence of any Event of Default; and (ii) all Gross Revenue deposited into the Cash Management Account in excess of the sum of (A) Rents payable by Master Tenant under the Master Lease and (B) amounts described in Sections 6.11.1(b)(i) through (iii) Credit deposits shall be transferred delivered by Cash Management Bank into an Account established Borrower to hold such funds (the “Master Tenant Excess Cash Flow Account”) . Provided no Event of Default has occurred and held as additional security for is continuing, any Excess Cash Flow Funds remaining in the Loan, subject to Lender’s rights in respect of the occurrence of any default under the Master Lease beyond all applicable notice and cure periods (it being acknowledged and agreed by Borrower that Lender has authority pursuant to the Master Lease Subordination to deliver required default notices under the Master Lease) or upon acceleration of the Loan, as applicable. Amounts deposited from time to time into the Borrower Excess Cash Flow Account pursuant shall be disbursed to this Section 6.9 are referred Borrower upon the expiration of each Trigger Period in accordance with the applicable terms and conditions hereof; notwithstanding the foregoing, as it pertains to herein as the “Borrower Excess Cash Flow Funds”, and amounts deposited from time to time into the Master Tenant Excess Cash Flow Account in satisfaction of the Avoidance Conditions, the remainder of such funds shall be held until such time as the Trigger Period or Specified Tenant Trigger Period (as applicable), which would have existed but for the satisfaction of the Avoidance Conditions, is cured in accordance with the definition of "Trigger Period" or "Specified Tenant Trigger Period" (as applicable). Additionally, upon the commencement of a Specified Tenant Trigger Period pursuant to clause (A)(vi) of the definition therefor, on each Monthly Payment Date until Borrower has established a fully functioning and operational Restricted Account pursuant to this Section 6.9 are referred Agreement, Borrower shall make a payment to herein as the “Master Tenant Excess Cash Flow Funds”. For the avoidance of doubt, except Lender for deposit in the event of a Cash Trap Period that has terminated, the obligations of Borrower after the occurrence of a Cash Trap Period shall continue notwithstanding the fact that the Cash Trap Event is subsequently cured. Provided there is no continuing Event of Default and provided a Cash Trap Period has not commenced for another reason, the Cash Trap Period, and the sweeping of Borrower Excess Cash Flow and Master Tenant Excess Cash Flow pursuant to this Section 6.9, shall end upon the next Monthly Payment Date to occur after the termination of an applicable Cash Trap Period and in such event, until the occurrence of a subsequent Cash Trap Event, (q) funds held by Lender in the Borrower Excess Cash Flow Reserve shall be paid to Borrower; and (r) funds held by Lender in the Master Tenant Excess Cash Flow Reserve shall be paid to Master Tenant. After the occurrence, and during the continuance, of a Cash Trap Period, (x) Borrower shall have the right to request in writing a draw of funds from the Borrower Excess Cash Flow Account to reimburse Borrower for, or to pay directly, any costs and expenses reasonably incurred by Borrower, and reasonably approved by Lender, to (i) satisfy its obligations as landlord under the Master Lease, (ii) to cure a default by Master Tenant under the Master Lease which Master Tenant default threatens imminent harm in an amount equal to the Property, and greater of (iiia) keep Borrower in good standing in accordance with applicable law, and (y) Master Tenant shall have the right to request in writing a draw of funds from the Master Tenant all Excess Cash Flow Account to reimburse Master Tenant for, or to pay directly, any costs and expenses reasonably incurred by Master Tenant, and reasonably approved by Lender, to (i) satisfy its obligations under the Master Lease or as Owner under the Franchise Agreement, (ii) to cure a default by Manager under the Management Agreement, for such period and (iiib) keep Master Tenant in good standing in accordance with applicable law. In such event, provided on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, Lender shall, or shall direct Servicer to, disburse to Borrower or Master Tenant, as the case may be, promptly following the next Monthly Payment Date an amount from the Borrower Excess Cash Flow Account or the Master Tenant Excess Cash Flow Account, as the case may be, to reimburse Borrower (or Master Tenant) for, or to pay directly, the applicable expense$143,420.00 per month.

Excess Cash Flow Funds. (a) During the continuance of a Cash Trap Sweep Event Period, (i) all Rents Excess Cash Flow together with any DSCR/LTV Remedial Payments made to Lender for deposit to the Excess Cash Flow Account in lieu of being paid by Master Tenant to the Lender for application to the Outstanding Principal Balance, Yield Maintenance Premium, and other interest and fees due Lender under the Master Lease in excess of the amount required to be applied to the payment of amounts described in Sections 6.11.1(a)(i) through (v) Loan and as reasonably determined by Lender shall be transferred by the Cash Management Bank into an Account established to hold such funds (the “Borrower Excess Cash Flow Account”) and held as additional security for the Loan; provided, subject however, that to Lender’s rights the extent that a Cash Sweep Event is caused solely by occurrences of events described in respect of the occurrence of any Event of Default; and clause (ii) or clause (iv) in the definition of “Cash Sweep Event” with respect to less than all Gross Revenue deposited the Properties (i.e., a particular Property or particular Properties) (a “Franchise/Management Agreement Cash Sweep Event”), Borrower’s obligation to deposit Excess Cash Flow into the Excess Cash Management Flow Account in excess of shall not exceed the sum of (A) Rents payable by Master Tenant under the Master Lease and (B) amounts described in Sections 6.11.1(b)(i) through (iii) shall be transferred by Franchise/Management Cash Management Bank into an Account established to hold Sweep Event Caps for each such funds (the “Master Tenant Excess Cash Flow Account”) and held as additional security for the Loan, subject to Lender’s rights in respect of the occurrence of any default under the Master Lease beyond all applicable notice and cure periods (it being acknowledged and agreed by Borrower that Lender has authority pursuant to the Master Lease Subordination to deliver required default notices under the Master Lease) Property or upon acceleration of the Loan, as applicableProperties. Amounts deposited from time to time into the Borrower Excess Cash Flow Account pursuant to this Section 6.9 are referred to herein as the “Borrower Excess Cash Flow Funds”, and amounts deposited from time to time into the Master Tenant Excess Cash Flow Account pursuant to this Section 6.9 are referred to herein as the “Master Tenant Excess Cash Flow Funds”. For the avoidance Provided no Event of doubtDefault shall have occurred and be continuing, except any Excess Cash Flow Funds remaining in the event of a Excess Cash Trap Period that has terminated, the obligations of Borrower after Flow Account upon the occurrence of a Cash Trap Period Sweep Event Cure shall continue notwithstanding the fact that be deposited into the Cash Trap Event is subsequently cured. Provided there is no continuing Event Management Account to be applied in accordance with Section 6.11.1, unless payment of Default and provided a Cash Trap Period has not commenced for another reason, the Cash Trap Period, and the sweeping of such funds to Borrower Excess Cash Flow and Master Tenant Excess Cash Flow pursuant to this Section 6.9, shall end upon the next Monthly Payment Date to occur after the termination of an applicable Cash Trap Period and in such event, until would cause the occurrence of a subsequent Cash Trap Event, (q) funds held Sweep DSCR Trigger Event that had been cured by Lender in the Borrower Excess Cash Flow Reserve shall be paid to Borrower; and (r) funds held by Lender in the Master Tenant Excess Cash Flow Reserve shall be paid to Master Tenant. After the occurrence, and during the continuance, Borrowers’ deposit of a Cash Trap Period, (x) Borrower shall have the right to request in writing a draw of funds from the Borrower Excess Cash Flow Account to reimburse Borrower for, or to pay directly, any costs and expenses reasonably incurred by Borrower, and reasonably approved by Lender, to (i) satisfy its obligations as landlord under the Master Lease, (ii) to cure a default by Master Tenant under the Master Lease which Master Tenant default threatens imminent harm DSCR/LTV Remedial Payment Amount to the Property, and (iii) keep Borrower in good standing in accordance with applicable law, and (y) Master Tenant shall have the right to request in writing a draw of funds from the Master Tenant Excess Cash Flow Account to reimburse Master Tenant for, or to pay directly, any costs and expenses reasonably incurred by Master Tenant, and reasonably approved by Lender, to (i) satisfy its obligations under the Master Lease or as Owner under the Franchise Agreement, (ii) to cure a default by Manager under the Management Agreement, and (iii) keep Master Tenant in good standing in accordance with applicable law. In such event, provided on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, Lender shall, or shall direct Servicer to, disburse to Borrower or Master Tenant, as the case may be, promptly following the next Monthly Payment Date an amount from the Borrower Excess Cash Flow Account or the Master Tenant Excess Cash Flow Account, as the case may be, to reimburse Borrower (or Master Tenant) for, or to pay directly, the applicable expense.

Excess Cash Flow Funds. (a) During On each Monthly Payment Date occurring on and after the occurrence and continuance of a Cash Trap Trigger Period, Excess Cash Flow for the immediately preceding Interest Accrual Period (ieach such monthly deposit being herein referred to as the “Monthly Excess Cash Flow Deposits” and the amounts on deposit in the Excess Cash Flow Account being herein referred to as the “Excess Cash Flow Funds”) all Rents paid by Master Tenant under the Master Lease in excess of the amount required to will be applied to the payment of amounts described in Sections 6.11.1(a)(i) through (v) shall be transferred by Cash Management Bank deposited into an Eligible Account established to hold such funds with Administrative Agent or Servicer (the “Borrower Excess Cash Flow Account”) as required by Article IX of this Agreement. (b) Provided no Trigger Period has occurred and held as additional security for is continuing, but a Mezzanine Trigger Period has occurred and is continuing, any Excess Cash Flow Funds remaining in the LoanExcess Cash Flow Account upon the expiration of a Trigger Period shall be promptly disbursed to the Mezzanine A Debt Service Account. Provided no Trigger Period or Mezzanine A Trigger Period has occurred and is continuing, subject any Excess Cash Flow Funds remaining in the Excess Cash Flow Account shall be promptly disbursed to the Mezzanine B Debt Service Account. In the event that a Trigger Period no longer is continuing but a Mezzanine A Trigger Period then exists, any Excess Cash Flow Funds remaining in the Excess Cash Flow Account shall be promptly disbursed to Mezzanine A Lender’s rights . In the event that neither a Trigger Period nor a Mezzanine A Trigger Period is continuing but a Mezzanine B Trigger Period then exists, any Excess Cash Flow Funds remaining in respect the Excess Cash Flow Account shall be promptly disbursed to Mezzanine B Lender. Provided none of a Trigger Period, a Mezzanine A Trigger Period, or a Mezzanine B Trigger Period has occurred and is continuing, any Excess Cash Flow Funds remaining in the Excess Cash Flow Account shall be promptly disbursed to Borrower upon the expiration of any Trigger Period in accordance with the applicable terms and conditions hereof. Notwithstanding anything to the contrary set forth in this clause (b) or in the definition of the occurrence of Low Cash Flow Period, to the extent any Event of Default; and (ii) all Gross Revenue funds on deposit in the Excess Cash Flow Account were deposited into the Excess Cash Management Flow Account in excess of the sum of during any time when a Low Cash Flow Period existed, such funds shall not be disbursed to Borrower (A) Rents payable by Master Tenant under prior to the Master Lease and date that the Debt Yield is equal to or greater than (Bw) amounts described in Sections 6.11.1(b)(i) through (iii) shall be transferred by Cash Management Bank into an Account established to hold such funds (during the “Master Tenant Excess Cash Flow Account”) and held as additional security for the Loan, subject to Lender’s rights in respect first year of the occurrence of any default under the Master Lease beyond all applicable notice and cure periods (it being acknowledged and agreed by Borrower that Lender has authority pursuant to the Master Lease Subordination to deliver required default notices under the Master Lease) or upon acceleration initial term of the Loan, as applicable. Amounts deposited from time to time into the Borrower Excess Cash Flow Account pursuant to this Section 6.9 are referred to herein as the “Borrower Excess Cash Flow Funds”, and amounts deposited from time to time into the Master Tenant Excess Cash Flow Account pursuant to this Section 6.9 are referred to herein as the “Master Tenant Excess Cash Flow Funds”. For the avoidance of doubt, except in the event of a Cash Trap Period that has terminated, the obligations of Borrower after the occurrence of a Cash Trap Period shall continue notwithstanding the fact that the Cash Trap Event is subsequently cured. Provided there is no continuing Event of Default and provided a Cash Trap Period has not commenced for another reason, the Cash Trap Period, and the sweeping of Borrower Excess Cash Flow and Master Tenant Excess Cash Flow pursuant to this Section 6.9, shall end upon the next Monthly Payment Date to occur after the termination of an applicable Cash Trap Period and in such event, until the occurrence of a subsequent Cash Trap Event, (q) funds held by Lender in the Borrower Excess Cash Flow Reserve shall be paid to Borrower; and (r) funds held by Lender in the Master Tenant Excess Cash Flow Reserve shall be paid to Master Tenant. After the occurrence, and during the continuance, of a Cash Trap Period5.50%, (x) Borrower shall have during the right to request in writing a draw second year of funds from the Borrower Excess Cash Flow Account to reimburse Borrower forinitial term of the Loan and the first Extension Period, or to pay directly5.75%, any costs and expenses reasonably incurred by Borrower, and reasonably approved by Lender, to (i) satisfy its obligations as landlord under the Master Lease, (ii) to cure a default by Master Tenant under the Master Lease which Master Tenant default threatens imminent harm to the Property, and (iii) keep Borrower in good standing in accordance with applicable law, and (y) Master Tenant shall have during the right to request in writing a draw of funds from the Master Tenant Excess Cash Flow Account to reimburse Master Tenant forsecond Extension Period, or to pay directly, any costs and expenses reasonably incurred by Master Tenant, and reasonably approved by Lender, to (i) satisfy its obligations under the Master Lease or as Owner under the Franchise Agreement, (ii) to cure a default by Manager under the Management Agreement, 6.00% and (iiiz) keep Master Tenant during the third Extension Period, 6.15%, in good standing in accordance with applicable law. In such event, provided on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, Lender shall, or shall direct Servicer to, disburse to Borrower or Master Tenant, as the each case may be, promptly following the next Monthly Payment Date an amount from the Borrower Excess Cash Flow Account or the Master Tenant Excess Cash Flow Account, as the case may be, to reimburse Borrower for two (or Master Tenant2) for, or to pay directly, the applicable expenseconsecutive calendar quarters (B) if any other Trigger Period exists.

Excess Cash Flow Funds. (a) During On the first Monthly Payment Date occurring after each occurrence of a Trigger Period and on each Monthly Payment Date occurring thereafter during the continuance of such Trigger Period, Borrower shall make a True Up Payment into the Excess Cash Trap PeriodFlow Account (provided, that, (i) all Rents paid such True Up Payments shall only be required after the occurrence of any Cash Management Violation and (ii) the amount of such True Up Payments shall be determined by Master Tenant under the Master Lease in excess Lender based upon Lender’s commercially reasonable estimate of the amount required amounts that would have been deposited into the Excess Cash Flow Account on each applicable Monthly Payment Date had the applicable Cash Management Violation not occurred). On each Monthly Payment Date occurring on and after the occurrence and continuance of a Trigger Period, Borrower shall deposit (or cause to be applied to the payment of amounts described in Sections 6.11.1(a)(ideposited) through (v) shall be transferred by Cash Management Bank into an Eligible Account established to hold such funds with Lender or Servicer (the “Borrower Excess Cash Flow Account”) and held as additional security for an amount equal to the Loan, subject to Lender’s rights in respect of the occurrence of any Event of Default; and (ii) all Gross Revenue deposited into the Cash Management Account in excess of the sum of (A) Rents payable by Master Tenant under the Master Lease and (B) amounts described in Sections 6.11.1(b)(i) through (iii) shall be transferred by Cash Management Bank into an Account established to hold such funds (the “Master Tenant Excess Cash Flow Account”) and held as additional security generated by the Property for the Loan, subject immediately preceding Interest Accrual Period (each such monthly deposit being herein referred to Lender’s rights as the “Monthly Excess Cash Flow Deposits” and the amounts on deposit in respect of the occurrence of any default under the Master Lease beyond all applicable notice and cure periods (it being acknowledged and agreed by Borrower that Lender has authority pursuant to the Master Lease Subordination to deliver required default notices under the Master Lease) or upon acceleration of the Loan, as applicable. Amounts deposited from time to time into the Borrower Excess Cash Flow Account pursuant to this Section 6.9 are being herein referred to herein as the “Borrower Excess Cash Flow Funds”). Provided no Event of Default has occurred and is continuing, and amounts deposited from time to time into on each Monthly Payment Date occurring after the Master Tenant Anticipated Repayment Date, all funds in the Excess Cash Flow Account pursuant shall be applied by Lender first to this Section 6.9 are referred reduce the outstanding principal balance of the Loan with any remaining amounts to herein as be applied toward the “Master Tenant Accrued Interest. Provided no Event of Default has occurred and is continuing, any Excess Cash Flow Funds”. For the avoidance of doubt, except Funds remaining in the event of a Cash Trap Period that has terminated, the obligations of Borrower after the occurrence of a Cash Trap Period shall continue notwithstanding the fact that the Cash Trap Event is subsequently cured. Provided there is no continuing Event of Default and provided a Cash Trap Period has not commenced for another reason, the Cash Trap Period, and the sweeping of Borrower Excess Cash Flow Account shall be disbursed to Borrower upon the expiration of any Trigger Period in accordance with the applicable terms and Master Tenant conditions hereof. Any Excess Cash Flow pursuant to this Section 6.9, shall end upon the next Monthly Payment Date to occur after the termination of an applicable Cash Trap Period and in such event, until the occurrence of a subsequent Cash Trap Event, (q) funds held by Lender Funds remaining on deposit in the Borrower Excess Cash Flow Reserve Account after the Debt has been paid in full or following a Total Defeasance Event shall be paid to Borrower; and (r) funds held by Lender in the Master Tenant Excess Cash Flow Reserve shall be paid to Master Tenant. After the occurrence, and during the continuance, of a Cash Trap Period, (x) Borrower shall have the right to request in writing a draw of funds from the Borrower Excess Cash Flow Account to reimburse Borrower for, or to pay directly, any costs and expenses reasonably incurred by Borrower, and reasonably approved by Lender, to (i) satisfy its obligations as landlord under the Master Lease, (ii) to cure a default by Master Tenant under the Master Lease which Master Tenant default threatens imminent harm to the Property, and (iii) keep Borrower in good standing in accordance with applicable law, and (y) Master Tenant shall have the right to request in writing a draw of funds from the Master Tenant Excess Cash Flow Account to reimburse Master Tenant for, or to pay directly, any costs and expenses reasonably incurred by Master Tenant, and reasonably approved by Lender, to (i) satisfy its obligations under the Master Lease or as Owner under the Franchise Agreement, (ii) to cure a default by Manager under the Management Agreement, and (iii) keep Master Tenant in good standing in accordance with applicable law. In such event, provided on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, Lender shall, or shall direct Servicer to, disburse to Borrower or Master Tenant, as the case may be, promptly following the next Monthly Payment Date an amount from the Borrower Excess Cash Flow Account or the Master Tenant Excess Cash Flow Account, as the case may be, to reimburse Borrower (or Master Tenant) for, or to pay directly, the applicable expense.

Excess Cash Flow Funds. (a) During On each Monthly Payment Date occurring on and after the occurrence and continuance of a Cash Trap Trigger Period, Excess Cash Flow for the immediately preceding Interest Accrual Period (ieach such monthly deposit being herein referred to as the “Monthly Excess Cash Flow Deposits” and the amounts on deposit in the Excess Cash Flow Account being herein referred to as the “Excess Cash Flow Funds”) all Rents paid by Master Tenant under the Master Lease in excess of the amount required to will be applied to the payment of amounts described in Sections 6.11.1(a)(i) through (v) shall be transferred by Cash Management Bank deposited into an Eligible Account established to hold such funds with Administrative Agent or Servicer (the “Borrower Excess Cash Flow Account”) as required by Article IX of this Agreement. (b) Provided no Trigger Period has occurred and held as additional security for the Loanis continuing, subject to Lender’s rights in respect of the occurrence of but a Mezzanine Trigger Period has occurred and is continuing, any Event of Default; and (ii) all Gross Revenue deposited into the Cash Management Account in excess of the sum of (A) Rents payable by Master Tenant under the Master Lease and (B) amounts described in Sections 6.11.1(b)(i) through (iii) shall be transferred by Cash Management Bank into an Account established to hold such funds (the “Master Tenant Excess Cash Flow Account”) and held as additional security for Funds remaining in the Loan, subject to Lender’s rights in respect of the occurrence of any default under the Master Lease beyond all applicable notice and cure periods (it being acknowledged and agreed by Borrower that Lender has authority pursuant to the Master Lease Subordination to deliver required default notices under the Master Lease) or upon acceleration of the Loan, as applicable. Amounts deposited from time to time into the Borrower Excess Cash Flow Account pursuant upon the expiration of a Trigger Period shall be promptly disbursed to this Section 6.9 are referred to herein as the “Borrower Mezzanine A Debt Service Account. Provided no Trigger Period or Mezzanine A Trigger Period has occurred and is continuing, any Excess Cash Flow Funds”, and amounts deposited from time to time into Funds remaining in the Master Tenant Excess Cash Flow Account pursuant shall be promptly disbursed to this Section 6.9 are referred to herein as the “Master Tenant Mezzanine B Debt Service Account. In the event that a Trigger Period no longer is continuing but a Mezzanine A Trigger Period then exists, any Excess Cash Flow Funds”. For the avoidance of doubt, except Funds remaining in the event of a Cash Trap Period that has terminated, the obligations of Borrower after the occurrence of a Cash Trap Period shall continue notwithstanding the fact that the Cash Trap Event is subsequently cured. Provided there is no continuing Event of Default and provided a Cash Trap Period has not commenced for another reason, the Cash Trap Period, and the sweeping of Borrower Excess Cash Flow and Master Tenant Excess Cash Flow pursuant to this Section 6.9, shall end upon the next Monthly Payment Date to occur after the termination of an applicable Cash Trap Period and in such event, until the occurrence of a subsequent Cash Trap Event, (q) funds held by Lender in the Borrower Excess Cash Flow Reserve shall be paid to Borrower; and (r) funds held by Lender in the Master Tenant Excess Cash Flow Reserve shall be paid to Master Tenant. After the occurrence, and during the continuance, of a Cash Trap Period, (x) Borrower shall have the right to request in writing a draw of funds from the Borrower Excess Cash Flow Account shall be promptly disbursed to reimburse Borrower for, or to pay directlyMezzanine A Lender. In the event that neither a Trigger Period nor a Mezzanine A Trigger Period is continuing but a Mezzanine B Trigger Period then exists, any costs and expenses reasonably incurred by Borrower, and reasonably approved by Lender, to (i) satisfy its obligations as landlord under Excess Cash Flow Funds remaining in the Master Lease, (ii) to cure a default by Master Tenant under the Master Lease which Master Tenant default threatens imminent harm to the Property, and (iii) keep Borrower in good standing in accordance with applicable law, and (y) Master Tenant shall have the right to request in writing a draw of funds from the Master Tenant Excess Cash Flow Account shall be promptly disbursed to reimburse Master Tenant forMezzanine B Lender. Provided none of a Trigger Period, a Mezzanine A Trigger Period, or to pay directlya Mezzanine B Trigger Period has occurred and is continuing, any costs and expenses reasonably incurred by Master Tenant, and reasonably approved by Lender, to (i) satisfy its obligations under Excess Cash Flow Funds remaining in the Master Lease or as Owner under the Franchise Agreement, (ii) to cure a default by Manager under the Management Agreement, and (iii) keep Master Tenant in good standing in accordance with applicable law. In such event, provided on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, Lender shall, or shall direct Servicer to, disburse to Borrower or Master Tenant, as the case may be, promptly following the next Monthly Payment Date an amount from the Borrower Excess Cash Flow Account shall be promptly disbursed to Borrower upon the expiration of any Trigger Period in accordance with the applicable terms and conditions hereof. Notwithstanding anything to the contrary set forth in this clause (b) or in the Master Tenant definition of the Low Cash Flow Period, to the extent any funds on deposit in the Excess Cash Flow AccountAccount were deposited into the Excess Cash Flow Account during any time when a Low Cash Flow Period existed, as the case may be, such funds shall not be disbursed to reimburse Borrower (A) prior to the date that the Debt Yield is equal to or Master Tenantgreater than (w) for6.25% during the initial term of the Loan and the first Extension Period, or to pay directly(y) 6.50% during the second Extension Period, and (z) 6.75% during the applicable expensethird Extension Period, in each case for two (2) consecutive calendar quarters (B) if any other Trigger Period exists.

Excess Cash Flow Funds. (a) During the continuance of a any Cash Trap Event Period, (i) Borrower shall deposit with Lender on each Monthly Payment Date, all Rents paid by Master Tenant under the Master Lease in excess of the amount required to be applied to the payment of amounts described in Sections 6.11.1(a)(i) through (v) shall be transferred by Cash Management Bank into an Account established to hold such funds (the “Borrower Excess Cash Flow Account”) and held as additional security for up to the Loan, subject to Lender’s rights in respect maximum amount of the occurrence of any Event of Default; and (ii) all Gross Revenue deposited into Required Deposit Amount, if any, as more particularly described in the Cash Management Account in excess of the sum of (A) Rents payable by Master Tenant under the Master Lease and (B) amounts described in Sections 6.11.1(b)(i) through (iii) shall be transferred by Cash Management Bank into an Account established to hold such funds (the “Master Tenant Excess Cash Flow Account”) and held as additional security for the Loan, subject to Lender’s rights in respect of the occurrence of any default under the Master Lease beyond all applicable notice and cure periods (it being acknowledged and agreed by Borrower that Lender has authority pursuant to the Master Lease Subordination to deliver required default notices under the Master Lease) or upon acceleration of the Loan, as applicableAgreement. Amounts deposited from time to time into the Borrower Excess Cash Flow Account pursuant to this Section 6.9 8.5 are referred to herein as the “Borrower Excess Cash Flow Funds”, and amounts deposited from time to time into the Master Tenant Excess Cash Flow Account pursuant to this Section 6.9 are referred to herein as the “Master Tenant Excess Cash Flow Funds”. For the avoidance of doubt, except in . (b) In the event of a Cash Trap Period that has terminated, the obligations of Borrower after the occurrence of a Cash Trap Period shall continue notwithstanding the fact that the any Cash Trap Event Period is subsequently cured. Provided there is no continuing Event of Default and provided triggered by a Cash Trap Period has not commenced for another reason, the Cash Trap Period, and the sweeping of Borrower Excess Cash Flow and Master Tenant Excess Cash Flow pursuant to this Section 6.9, shall end upon the next Monthly Payment Date to occur after the termination of an applicable Cash Trap Period and in such event, until the occurrence of a subsequent Go Dark Cash Trap Event, (q) funds held by Lender in shall disburse to Borrower the Borrower Excess Cash Flow Reserve shall be paid to Borrower; Funds for tenant improvements and leasing commissions upon satisfaction by Borrower of each of the following conditions: (r) funds held by Lender in the Master Tenant Excess Cash Flow Reserve shall be paid to Master Tenant. After the occurrence, and during the continuance, of a Cash Trap Period, (xi) Borrower shall have submit a request for payment to Lender at least ten (10) days prior to the right to request in writing a draw of funds from date on which Borrower requests such payment be made and specifies the Borrower Excess Cash Flow Account to reimburse Borrower for, or to pay directly, any tenant improvement costs and expenses reasonably incurred by Borrower, and reasonably approved by Lender, leasing commissions to (i) satisfy its obligations as landlord under the Master Lease, be paid; (ii) to cure a default by Master Tenant under the Master Lease which Master Tenant default threatens imminent harm to the Property, and (iii) keep Borrower in good standing in accordance with applicable law, and (y) Master Tenant shall have the right to request in writing a draw of funds from the Master Tenant Excess Cash Flow Account to reimburse Master Tenant for, or to pay directly, any costs and expenses reasonably incurred by Master Tenant, and reasonably approved by Lender, to (i) satisfy its obligations under the Master Lease or as Owner under the Franchise Agreement, (ii) to cure a default by Manager under the Management Agreement, and (iii) keep Master Tenant in good standing in accordance with applicable law. In such event, provided on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured; (iii) Lender shall have reviewed and approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions; (iv) Lender shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments; (v) Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all Applicable Law, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements, (B) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender; (vi) at Lender’s option, a title search for the Property indicating that the Property is free from all liens, claims and other encumbrances not previously approved by Lender; and (vii) Lender shall have received such other evidence as Lender shall reasonably request that the tenant improvements at the Property and/or leasing commissions to be funded by the requested disbursement have been completed (to the extent applicable) and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Excess Cash Flow Reserve Funds more frequently than once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Excess Cash Flow Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). In addition, upon the termination of any Cash Trap Event Period, Lender shall, or shall direct Servicer towithin three (3) Business Days thereafter, disburse to Borrower or Master Tenant, as all funds on deposit in the case may be, promptly following the next Monthly Payment Date an amount from the Borrower Excess Cash Flow Reserve Account to Borrower’s Operating Account. Notwithstanding the foregoing or anything contained herein to the Master contrary, in the event a Cash Trap Event Period commences as a result of the downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Tenant known as “Federal Express” or “Walgreens” below investment grade, Lender shall not disburse funds on deposit in the Excess Cash Flow Account, as Reserve Account until the case may be, to reimburse Borrower date that is three (or Master Tenant3) for, or to pay directly, consecutive months after the date upon which the applicable expenseTenant has achieved and maintained an investment grade rating of its long term unsecured debt.

Excess Cash Flow Funds. (a) During On the first Monthly Payment Date occurring after each occurrence of a Trigger Period and on each Monthly Payment Date occurring thereafter during the continuance of such Trigger Period, Borrower shall make a True Up Payment into the Excess Cash Trap PeriodFlow Account (provided, that, (i) all Rents paid by Master Tenant under such True Up Payments shall only be required after the Master Lease in excess occurrence and during the continuance of any breach of the Cash Management Provisions and (ii) the amount required of such True Up Payments shall be determined by Lender based upon Lender’s estimate of the amounts that would have been deposited into the Excess Cash Flow Account on each applicable Monthly Payment Date had the applicable breach not occurred). On each Monthly Payment Date occurring on and after the occurrence and continuance of a Trigger Period, Borrower shall deposit (or cause to be applied to the payment of amounts described in Sections 6.11.1(a)(ideposited) through (v) shall be transferred by Cash Management Bank into an Eligible Account established to hold such funds with Lender or Servicer (the “Borrower Excess Cash Flow Account”) and held as additional security an amount equal to the Excess Cash Flow generated by the Property for the Loanimmediately preceding Interest Accrual Period (each such monthly deposit being herein referred to as the “Monthly Excess Cash Flow Deposits” and the amounts on deposit in the Excess Cash Flow Account being herein referred to as the “Excess Cash Flow Funds”). Provided no Event of Default has occurred and is continuing, subject (i) with respect to Lenderany Excess Cash Flow Funds on deposit in the Excess Cash Flow Account during the continuance of Trigger Period related solely to the Franchise Agreement (the “Applicable ECF Funds”), the same shall be transferred to the PIP Reserve Account, provided, that, (A) Borrower makes written request of Lender for such transfer, (B) such transfer is made in connection with Borrower’s rights in respect cure of the occurrence aforesaid Trigger Period, (C) the deposit of any Event funds in the PIP Reserve Account is required to effect such cure and such cure will be fully consummated upon the transfer of Defaultthe Applicable ECF Funds, (D) at each of the times such request and transfer are made, no other Trigger Period exists and (E) to the extent that Applicable ECF Funds exist in excess of such required deposit to the PIP Reserve Account, such excess Applicable ECF Funds shall not be transferred; and (ii) all Gross Revenue deposited into the Cash Management Account in excess of the sum of (A) Rents payable by Master Tenant under the Master Lease and (B) amounts described in Sections 6.11.1(b)(i) through (iii) shall be transferred by Cash Management Bank into an Account established to hold such funds (the “Master Tenant any Excess Cash Flow Account”) and held as additional security for Funds remaining in the Loan, subject to Lender’s rights in respect of the occurrence of any default under the Master Lease beyond all applicable notice and cure periods (it being acknowledged and agreed by Borrower that Lender has authority pursuant to the Master Lease Subordination to deliver required default notices under the Master Lease) or upon acceleration of the Loan, as applicable. Amounts deposited from time to time into the Borrower Excess Cash Flow Account pursuant shall be disbursed to this Section 6.9 are referred to herein as the “Borrower Excess Cash Flow Funds”, and amounts deposited from time to time into the Master Tenant Excess Cash Flow Account pursuant to this Section 6.9 are referred to herein as the “Master Tenant Excess Cash Flow Funds”. For the avoidance of doubt, except in the event of a Cash Trap Period that has terminated, the obligations of Borrower after the occurrence of a Cash Trap Period shall continue notwithstanding the fact that the Cash Trap Event is subsequently cured. Provided there is no continuing Event of Default and provided a Cash Trap Period has not commenced for another reason, the Cash Trap Period, and the sweeping of Borrower Excess Cash Flow and Master Tenant Excess Cash Flow pursuant to this Section 6.9, shall end upon the next Monthly Payment Date to occur after the termination expiration of an applicable Cash Trap any Trigger Period and in such event, until the occurrence of a subsequent Cash Trap Event, (q) funds held by Lender in the Borrower Excess Cash Flow Reserve shall be paid to Borrower; and (r) funds held by Lender in the Master Tenant Excess Cash Flow Reserve shall be paid to Master Tenant. After the occurrence, and during the continuance, of a Cash Trap Period, (x) Borrower shall have the right to request in writing a draw of funds from the Borrower Excess Cash Flow Account to reimburse Borrower for, or to pay directly, any costs and expenses reasonably incurred by Borrower, and reasonably approved by Lender, to (i) satisfy its obligations as landlord under the Master Lease, (ii) to cure a default by Master Tenant under the Master Lease which Master Tenant default threatens imminent harm to the Property, and (iii) keep Borrower in good standing in accordance with applicable law, and (y) Master Tenant shall have the right to request in writing a draw of funds from the Master Tenant Excess Cash Flow Account to reimburse Master Tenant for, or to pay directly, any costs and expenses reasonably incurred by Master Tenant, and reasonably approved by Lender, to (i) satisfy its obligations under the Master Lease or as Owner under the Franchise Agreement, (ii) to cure a default by Manager under the Management Agreement, and (iii) keep Master Tenant in good standing in accordance with applicable law. In such event, provided on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, Lender shall, or shall direct Servicer to, disburse to Borrower or Master Tenant, as the case may be, promptly following the next Monthly Payment Date an amount from the Borrower Excess Cash Flow Account or the Master Tenant Excess Cash Flow Account, as the case may be, to reimburse Borrower (or Master Tenant) for, or to pay directly, the applicable expenseterms and conditions hereof.