Common use of Excess Cash Flow Reserve Account Clause in Contracts

Excess Cash Flow Reserve Account. From and after the establishment of a cash management system pursuant to and in accordance with Section 5.1.1(c), all Excess Cash Flow shall be collected by Administrative Agent for the ratable benefit of the Lenders in the excess cash flow reserve account established pursuant to Section 5.1.1(c) and all such amounts shall be held by Administrative Agent as additional security for the Loan (the account in which such amounts are held, the “Excess Cash Flow Reserve Account”) and shall be applied in accordance with the terms hereof. Upon the occurrence of a Cash Management Termination Event with respect to any Cash Management Period, any amounts remaining in the Excess Cash Flow Reserve Account shall be released to Borrower. If an Event of Default has occurred and remains outstanding, then Administrative Agent shall apply such funds as determined by Administrative Agent. Any Excess Cash Flow remaining on deposit in the Excess Cash Flow Reserve Account upon the satisfaction in full of the Debt (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive the satisfaction of the Note(s) in full, shall be disbursed to Borrower. Notwithstanding anything to the contrary contained herein, (a) provided no Event of Default exists, upon written request from Borrower from time to time, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow Reserve Account to Borrower for the payment of REIT Compliance Distributions, (b) provided no Event of Default exists, upon written request from Borrower, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow Reserve Account to Borrower for payment of the costs to obtain any Interest Rate Cap Agreement required pursuant to this Agreement, and (c) other than amounts disbursed to Borrower pursuant to the foregoing clauses (a) and (b), Borrower shall not be entitled to receive any disbursements of amounts on deposit in the Excess Cash Flow Reserve Account as long as any portions of the TI/LC Allocation, the Hotel Unit Work Allocation and/or the Interest/OpEx Allocation remain to be advanced by Lenders hereunder.”

Excess Cash Flow Reserve Account. From and after the establishment of a cash management system pursuant to and in accordance with Section 5.1.1(c)During any Cash Management Period, all Excess Cash Flow shall be collected by Administrative Agent for the ratable benefit of the Lenders in the excess cash flow reserve account established pursuant to Section 5.1.1(c) and all such amounts shall be held by Administrative Agent as additional security for the Loan (the account in which such amounts are held, the “Excess Cash Flow Reserve Account”) and shall be applied in accordance with the terms Section 5.1.6 hereof. Upon the occurrence of a Cash Management Termination Event with respect to any Cash Management Period, any amounts remaining in the Excess Cash Flow Reserve Account shall be released to Borrower. If an Event of Default has occurred and remains outstanding, then Administrative Agent shall apply such funds as determined by Administrative Agent. Any Excess Cash Flow remaining on deposit in the Excess Cash Flow Reserve Account upon the satisfaction in full of the Debt (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive the satisfaction of the Note(s) in full, shall be disbursed to Mezzanine Administrative Agent for application in accordance with the Mezzanine Loan Documents, or if the Mezzanine Loan shall no longer be outstanding, to Borrower. Notwithstanding anything to the contrary contained herein, (a) provided no Event of Default exists, upon written request from Borrower from time to time, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow Reserve Account to Borrower for the payment of REIT Compliance Distributions, (b) provided no Event of Default exists, upon written request from Borrower, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow Reserve Account to Borrower for payment of the costs to obtain any Interest Rate Cap Agreement required pursuant to this Agreement, and (c) other than amounts disbursed to Borrower pursuant to the foregoing clauses (a) and (b), Borrower shall not be entitled to receive any disbursements of amounts on deposit in the Excess Cash Flow Reserve Account as long as any portions of the TI/LC Allocation, the Hotel Unit Work Allocation and/or the Interest/OpEx Allocation remain to be advanced by Lenders hereunder.”

Excess Cash Flow Reserve Account. From (a) On or prior to the Closing Date, Borrower shall establish and after thereafter maintain with the establishment Cash Management Bank an account (which may be a subaccount of the Cash Management Account maintained on a cash management system pursuant to and in accordance with Section 5.1.1(c), all Excess Cash Flow shall be collected by Administrative Agent ledger basis) for the ratable benefit purpose of the Lenders in the reserving excess cash flow reserve account established pursuant to Section 5.1.1(c) and all such amounts shall be held by Administrative Agent as additional security for the Loan (the account in which such amounts are held, the “Excess Cash Flow Reserve Account”). (b) and On each Payment Date, Borrower shall be applied in accordance with the terms hereof. Upon the occurrence of a Cash Management Termination Event with respect to any Cash Management Period, any amounts remaining in deposit into the Excess Cash Flow Reserve Account shall the amounts required to be released deposited therein in accordance with Section 3.2(d). (c) To the extent that the amounts on deposit in the Pledged Operating Accounts in a particular month are insufficient to pay Property Operating Expenses and/or the amounts required to be deposited into the Cash Management Account pursuant to Section 3.2(b)(i) through (iv) for such month, upon the written request of Borrower. If an , Administrative Agent shall, at the direction of the Required Lenders, cause a disbursement to Borrower from the Excess Cash Flow Reserve Account to cover such shortfall, to the extent of the amount contained therein, provided that: (i) no Event of Default has occurred and remains outstanding, then is continuing; (ii) Borrower shall deliver to Administrative Agent invoices evidencing that the costs for which such disbursement is requested are due and payable; (iii) Borrower shall apply deliver to Administrative Agent an Officer’s Certificate confirming that all such funds costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that, as determined by Administrative Agentof the date of such Officer’s Certificate, no Event of Default has occurred and is ongoing and that all conditions set forth in this Section 3.9(c) have been satisfied. Any Excess Cash Flow remaining on deposit in In addition, Borrower shall be permitted to request disbursements from the Excess Cash Flow Reserve Account upon in respect of Capital Expenditures and/or FF&E, and Administrative Agent, at the satisfaction in full direction of the Debt (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive the satisfaction of the Note(s) in fullRequired Lenders, shall be disbursed cause such disbursements to Borrower. Notwithstanding anything to , provided that the contrary conditions contained hereinin foregoing clauses (i), (aii) and (iii) of this Section 3.9(c) have been met with respect to any such requested disbursement. (d) To the extent necessary to comply with Section 6.20, or at any other time as Borrower may elect, provided that no Event of Default existshas occurred and is continuing (except for an Event of Default under Section 6.20), upon written request from Borrower may from time to time, Administrative Agent shall disburse time request that all or any portion of the amounts on deposit in the Excess Cash Flow Reserve Account be applied to Borrower for the payment prepayment of REIT Compliance Distributionsthe Loan, subject to and in accordance with Section 2.1, which prepayment shall be made on the first Payment Date that is at least five Business Days after Administrative Agent’s receipt of (bA) provided no Event of Default exists, upon Borrower’s written request from Borrower, Administrative Agent shall disburse amounts on deposit in for such prepayment and (B) the Excess Cash Flow Reserve Account to Borrower for payment direction of the costs to obtain any Interest Rate Cap Agreement required pursuant to this Agreement, and (c) other than amounts disbursed to Borrower pursuant to the foregoing clauses (a) and (b), Borrower shall not be entitled to receive any disbursements of amounts on deposit in the Excess Cash Flow Reserve Account as long as any portions of the TI/LC Allocation, the Hotel Unit Work Allocation and/or the Interest/OpEx Allocation remain to be advanced by Lenders hereunderRequired Lenders.”

Excess Cash Flow Reserve Account. From and after the establishment of a cash management system pursuant to and in accordance with Section 5.1.1(c), all Excess Cash Flow shall be collected by Administrative Agent for the ratable benefit of the Lenders in the excess cash flow reserve account established pursuant to Section 5.1.1(c) and all such amounts shall be held by Administrative Agent as additional security for the Loan (the account in which such amounts are held, the “Excess Cash Flow Reserve Account”) and shall be applied in accordance with the terms Section 5.1.6 hereof. Upon the occurrence of a Cash Management Termination Event with respect to any Cash Management Period, any amounts remaining in the Excess Cash Flow Reserve Account shall be released to Borrower. If an Event of Default has occurred and remains outstanding, then Administrative Agent shall apply such funds as determined by Administrative Agent. Any Excess Cash Flow remaining on deposit in the Excess Cash Flow Reserve Account upon the satisfaction in full of the Debt (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive the satisfaction of the Note(s) in full, shall be disbursed to Borrower. Notwithstanding anything to the contrary contained herein, (a) provided no Event of Default exists, upon written request from Borrower from time to time, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow Reserve Account to Borrower for the payment of REIT Compliance Distributions, (b) provided no Event of Default exists, upon written request from Borrower, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow Reserve Account to Borrower for payment of the costs to obtain any Interest Rate Cap Agreement required pursuant to this Agreement, and (c) other than amounts disbursed to Borrower pursuant to the foregoing clauses (a) and (b), Borrower shall not be entitled to receive any disbursements of amounts on deposit in the Excess Cash Flow Reserve Account as long as any portions of the TI/LC Allocation, the Hotel Unit Work Allocation and/or the Interest/OpEx Allocation remain to be advanced by Lenders hereunder.”

Excess Cash Flow Reserve Account. From and after the establishment of a cash management system pursuant to and in accordance with Section 5.1.1(c)During any Cash Management Period, all Excess Cash Flow shall be collected by Administrative Agent for the ratable benefit of the Lenders in the excess cash flow reserve account established pursuant to Section 5.1.1(c) and all such amounts shall be held by Administrative Agent as additional security for the Loan (the account in which such amounts are held, the “Excess Cash Flow Reserve Account”) and shall be applied in accordance with the terms Section 5.1.6 hereof. Upon the occurrence of a Cash Management Termination Event with respect to any Cash Management Period, any amounts remaining in the Excess Cash Flow Reserve Account shall be released to Borrower. If an Event of Default has occurred and remains outstanding, then Administrative Agent shall apply such funds as determined by Administrative Agent. Any Excess Cash Flow remaining on deposit in the Excess Cash Flow Reserve Account upon the satisfaction in full of the Debt (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive the satisfaction of the Note(s) in full, shall be disbursed to Mezzanine Administrative Agent for application in accordance with the Mezzanine Loan Documents, or if the Mezzanine Loan shall no longer be outstanding, to Borrower. Notwithstanding anything to the contrary contained herein, including, without limitation, Section 5.1.6(a)(xi), (a) provided no Event of Default exists, upon written request from Borrower from time to time, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow Reserve Account to Borrower for the payment of REIT Compliance Distributions, and (b) provided no Event of Default exists, upon written request from Borrower, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow Reserve Account to Borrower for payment of the costs to obtain any Interest Rate Cap Agreement required pursuant to this Agreement, and (c) other than amounts disbursed to Borrower pursuant to the foregoing clauses clause (a) and (b), Borrower shall not be entitled to receive any disbursements of amounts on deposit in the Excess Cash Flow Reserve Account as long as any portions of the TI/LC Allocation, the Hotel Unit Work Allocation and/or the Interest/OpEx Allocation remain to be advanced by Lenders hereunder.”

Excess Cash Flow Reserve Account. From and after the establishment of a cash management system pursuant to and in accordance with Section 5.1.1(c), all Excess Cash Flow shall be collected by Administrative Agent for the ratable benefit of the Lenders in the excess cash flow reserve account established pursuant to Section 5.1.1(c) and all such amounts shall be held by Administrative Agent as additional security for the Loan (the account in which such amounts are held, the “Excess Cash Flow Reserve Account”) and shall be applied in accordance with the terms hereof. Upon the occurrence of a Cash Management Termination Event with respect to any Cash Management Period, any amounts remaining in the Excess Cash Flow Reserve Account shall be released to Borrower. If an Event of Default has occurred and remains outstanding, then Administrative Agent shall apply such funds as determined by Administrative Agent. Any Excess Cash Flow remaining on deposit in the Excess Cash Flow Reserve Account upon the satisfaction in full of the Debt (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive the satisfaction of the Note(s) in full, shall be disbursed to Borrower. Notwithstanding anything to the contrary contained herein, (a) provided no Event of Default exists, upon written request from Borrower from time to time, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow Reserve Account to Borrower for the payment of REIT Compliance Distributions, and (b) provided no Event of Default exists, upon written request from Borrower, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow Reserve Account to Borrower for payment of the costs to obtain any Interest Rate Cap Agreement required pursuant to this Agreement, and (c) other than amounts disbursed to Borrower pursuant to the foregoing clauses clause (a) and (b), Borrower shall not be entitled to receive any disbursements of amounts on deposit in the Excess Cash Flow Reserve Account as long as any portions of the TI/LC Allocation, the Hotel Unit Work Allocation and/or the Interest/OpEx Allocation remain to be advanced by Lenders hereunder.”

Excess Cash Flow Reserve Account. From and after the establishment of a cash management system pursuant to and in accordance with Section 5.1.1(c)During any Cash Management Period, all Excess Cash Flow shall be collected by Administrative Agent for the ratable benefit of the Lenders in the excess cash flow reserve account established pursuant to Section 5.1.1(c) and all such amounts shall be held by Administrative Agent as additional security for the Loan (the account in which such amounts are held, the “Excess Cash Flow Reserve Account”) and shall be applied in accordance with the terms Section 5.1.6 hereof. Upon the occurrence of a Cash Management Termination Event with respect to any Cash Management Period, any amounts remaining in the Excess Cash Flow Reserve Account shall be released to Borrower. If an Event of Default has occurred and remains outstanding, then Administrative Agent shall apply such funds as determined by Administrative Agent. Any Excess Cash Flow remaining on deposit in the Excess Cash Flow Reserve Account upon the satisfaction in full of the Debt (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive the satisfaction of the Note(s) in full, shall be disbursed to Mezzanine Administrative Agent for application in accordance with the Mezzanine Loan Documents, or if the Mezzanine Loan shall no longer be outstanding, to Borrower. Notwithstanding anything to the contrary contained herein, including, without limitation, Section 5.1.6(a)(xi), (a) provided no Event of Default exists, upon written request from Borrower from time to time, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow Reserve Account to Borrower for the payment of REIT Compliance Distributions, (b) provided no Event of Default exists, upon written request from Borrower, Administrative Agent shall disburse amounts on deposit in the Excess Cash Flow Reserve Account to Borrower for payment of the costs to obtain any Interest Rate Cap Agreement required pursuant to this Agreement, and (c) other than amounts disbursed to Borrower pursuant to the foregoing clauses (a) and (b), Borrower shall not be entitled to receive any disbursements of amounts on deposit in the Excess Cash Flow Reserve Account as long as any portions of the TI/LC Allocation, the Hotel Unit Work Allocation and/or the Interest/OpEx Allocation remain to be advanced by Lenders hereunder.”