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 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 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 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 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.

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”.