Common use of Excess Cash Flow Reserve Account Clause in Contracts

Excess Cash Flow Reserve Account. During any Cash Management Period, all Excess Cash Flow shall be collected by Administrative Agent for the ratable benefit of the Lenders 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 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) other than amounts disbursed to Borrower pursuant to the foregoing clause (a), 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. During any Cash Management Period, all Excess Cash Flow shall be collected by Administrative Agent for the ratable benefit of the Lenders 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 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) other than amounts disbursed to Borrower pursuant to the foregoing clause (a), 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. During any Cash Management PeriodFrom 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 Section 5.1.6 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 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) other than amounts disbursed to Borrower pursuant to the foregoing clause (a), 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. During any Cash Management PeriodFrom 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 Section 5.1.6 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 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 (bc) other than amounts disbursed to Borrower pursuant to the foregoing clause 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. During any Cash Management Period, all Excess Cash Flow shall be collected by Administrative Agent for the ratable benefit of the Lenders 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 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 (bc) other than amounts disbursed to Borrower pursuant to the foregoing clause 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. During any Cash Management PeriodFrom 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 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) other than amounts disbursed to Borrower pursuant to the foregoing clause (a), 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.”. 135