Common use of Payments from Sub-Accounts Clause in Contracts

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender to make and, provided no Event of Default shall have occurred and be continuing, Lender hereby agrees to make, the following payments from the Sub-Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender sufficient to permit Lender to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment); (ii) at any time when the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender sufficient to permit Lender to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender shall so pay such funds to the insurance company having the right to receive such funds; (iii) funds from the Current Debt Service Reserve Account to Lender sufficient to pay Debt Service on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and (iv) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not reserve for FF&E as required under the Management Agreement, and provided Borrower shall have complied with the procedures set forth in Section 16.6, funds from the FF&E Reserve Account to the Borrower’s Account to pay for FF&E. If and to the extent Guarantor or any Close Affiliate (other than Borrower or Operating Lessee) makes a payment of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect to the Property and such expense is provided for in the Budget, provided no Event of Default has occurred and is continuing, such Guarantor or Close Affiliate will be entitled to receive reimbursement from the Manager, Lender, or the applicable Sub-Account established under hereunder or under the Management Agreement and such payment shall not be required to be re-deposited into the Collection Account.

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender to make and, provided no Event of Default shall have occurred and be continuing, Lender hereby agrees to make, the following payments from the Sub-Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender sufficient to permit Lender to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment); (ii) at any time when the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender sufficient to permit Lender to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender shall so pay such funds to the insurance company having the right to receive such funds; (iii) funds from the Current Debt Service Reserve Account to Lender sufficient to pay Debt Service on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and (iv) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not reserve for FF&E as required under the Management Agreement, and provided Borrower shall have complied with the procedures set forth in Section 16.6, funds from the FF&E Reserve Account to the Borrower’s Account to pay for FF&E. If and to the extent Guarantor any Sponsor or any Close Affiliate (other than Borrower or Operating Lessee) makes a payment of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect to the Property and such expense is provided for in the Budget, provided no Event of Default has occurred and is continuing, such Guarantor Sponsor or Close Affiliate will be entitled to receive reimbursement from the Manager, Lender, or the applicable Sub-Account established under hereunder or under the Management Agreement and such payment shall not be required to be re-deposited into the Collection Account.

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender to make and, provided no Event of Default shall have occurred and be continuing, Lender hereby agrees to make, the following payments from the Sub-Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender sufficient to permit Lender to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment)funds; (ii) at any time when the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender sufficient to permit Lender to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender shall so pay such funds to the insurance company having the right to receive such funds; (iii) funds from the Current Debt Service Reserve Account to Lender sufficient to pay Debt Service on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and; (iv) if notified (timely) by Borrower or otherwise determined by Lender no more frequently than once in its reasonable discretion that Manager will not reserve for FF&E as required under the Management Agreement, and provided Borrower shall have complied with the procedures set forth in Section 16.6any calendar month, funds from the FF&E Structural Reserve Account to Borrower funds to reimburse Borrower or to pay for the cost of Approved Base Building Work; (v) no more frequently than once in any calendar month, funds from the TI and Leasing Reserve Account to the Borrower’s Account to pay for FF&E. If TI and to the extent Guarantor or any Close Affiliate Leasing Costs; and (other than Borrower or Operating Lesseevi) makes a payment of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect to the Property and such expense is provided for in the Budget, provided no Event of Default has occurred and is continuing, such Guarantor or Close Affiliate will be entitled to receive reimbursement funds from the Manager, Lender, or the applicable Sub-Security Deposit Account established under hereunder or under the Management Agreement in amounts and such payment shall not at times as may be required to be re-deposited into refund security deposits to Tenants at the Collection Accountexpiration or termination of Leases.

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender to make and, provided no Event of Default shall have occurred and be continuing, Lender hereby agrees to make, the following payments from the Sub-Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender sufficient to permit Lender to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment); (ii) at any time when the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender sufficient to permit Lender to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender shall so pay such funds to the insurance company having the right to receive such funds; (iii) funds from the Current Debt Service Reserve Account to Lender sufficient to pay Debt Service on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; (iv) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not pay Condominium Charges, funds from the Condominium Charges Reserve Account to Lender sufficient to pay the Condominium Charges for the next calendar month after a Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Condominium Charges payable for the next calendar month; and (ivv) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not reserve for FF&E as required under the Management Agreement, and provided Borrower shall have complied with the procedures set forth in Section 16.6, funds from the FF&E Reserve Account to the Borrower’s Account to pay for FF&E. If and to the extent Guarantor any Sponsor or any Close Affiliate (other than Borrower or Operating Lessee) makes a payment of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect to the Property and such expense is provided for in the Budget, provided no Event of Default has occurred and is continuing, such Guarantor Sponsor or Close Affiliate will be entitled to receive reimbursement from the Manager, Lender, or the applicable Sub-Account established under hereunder or under the Management Agreement and such payment shall not be required to be re-deposited into the Collection Account.

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender to make and, provided no Event of Default shall have occurred and be continuing, Lender hereby agrees to make, the following payments from the Sub-Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender sufficient to permit Lender to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment); (ii) at any time when the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender sufficient to permit Lender to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender shall so pay such funds to the insurance company having the right to receive such funds; (iii) funds from the Current Debt Service Reserve Account to Lender sufficient to pay Debt Service on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and (iv) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not reserve for FF&E as required under the Management Agreement, and provided Borrower shall have complied with the procedures set forth in Section 16.6, funds from the FF&E Reserve Account to the Borrower’s Account to pay for FF&E. If and to the extent any Guarantor or any Close Affiliate (other than Borrower Borrower, Prime Lessee or Operating Lessee) makes a payment of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect to the Property and such expense is provided for in the Budget, provided no Event of Default has occurred and is continuing, such Guarantor or Close Affiliate will be entitled to receive reimbursement from the Manager, Lender, or the applicable Sub-Account established under hereunder or under the Management Agreement and such payment shall not be required to be re-deposited into the Collection Account.

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender to make and, provided no Event of Default shall have occurred and be continuing, Lender hereby agrees to make, the following payments from the Sub-Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender sufficient to permit Lender to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions Real Estate Taxes and (B) Other Charges, on the respective due dates therefor, and Lender shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment)funds; (ii) at any time when the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, premiums with respect subject to the Insurance Requirements and otherwise following an Insurance Reserve Triggerconditions set forth in Section 3.1.6(a)(ii) above, funds from the Insurance Reserve Account to Lender sufficient to permit Lender to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender shall so pay such funds to the insurance company having the right to receive such funds; (iii) funds from the Current Debt Service Reserve Account to Lender sufficient to pay Debt Service on the Loan on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service on the Loan payable on such Payment Date; and; (iv) if notified (timelysubject to the conditions set forth in Section 3.1.6(a)(iv) by Borrower or otherwise determined by Lender above, no more frequently than once in its reasonable discretion that Manager will not reserve for FF&E as required under the Management Agreementany calendar month, and provided Borrower (or Manager, as agent for Borrower) shall have complied with the procedures set forth in Section 16.616.3.2, funds from the FF&E Reserve Account to the Borrower’s Account an account designated in writing by Borrower or Manager to pay for FF&E. If FF&E; and (v) upon Lender’s direction in its sole and to absolute discretion and at any time during the extent Guarantor or any Close Affiliate (other than Borrower or Operating Lessee) makes continuation of a payment of any ImpositionLockbox Event, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect to the Property and such expense is provided for in the Budget, provided no Event of Default has occurred and is continuing, such Guarantor or Close Affiliate will be entitled to receive reimbursement funds from the Manager, Lender, or the Cash Flow Reserve Account to any applicable Sub-Account established under hereunder or under in order to make any of the Management Agreement and such payment shall not be required transfers pursuant to be re-deposited into the Collection Account.Section 3.1.6

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender to make and, provided no Event of Default shall have occurred and be continuing, Lender hereby agrees to make, the following payments from the Sub-Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender sufficient to permit Lender to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions and (B) Other Charges, on the respective due dates thereforin accordance with Section 16.1 hereof, and Lender shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of paymentsubject to Borrower's right to contest pursuant to Section 7.3 hereof); (ii) at any time when the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender sufficient to permit Lender to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates thereforin accordance with Section 16.2 hereof, and Lender shall so pay such funds to the insurance company having the right to receive such funds; (iii) funds from the Current REA Charges Reserve Account to Lender sufficient to permit Lender to pay REA Charges as certified by Borrower from time to time or otherwise set forth in the Annual Budget, in accordance with Section 16.5 hereof, and Lender shall so pay such funds to the Person having the right to receive such funds; (iv) funds from the Debt Service Reserve Account to Lender sufficient to pay Debt Service on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and; (ivv) if notified upon request of Borrower in accordance with Section 16.4 hereof, within 15 Business Days of Borrower's request, but in any event no more frequently than once in any calendar month, funds from the TI and Leasing Reserve Account to the Borrower's Account to pay for TI and Leasing Costs; (timelyvi) by Borrower or otherwise determined by Lender no more frequently than once in its reasonable discretion that Manager will not reserve for FF&E as required under the Management Agreementany calendar month, and provided Borrower shall have complied with the procedures set forth in Section 16.6, funds from the FF&E Deferred Maintenance Reserve Account to the Borrower’s 's Account to pay for FF&E. If and certain deferred maintenance items; (vii) no more frequently than once in any calendar month, funds from the Structural Reserve Account to the extent Guarantor or any Close Affiliate (other than Borrower's Account funds to reimburse Borrower or Operating Lessee) makes a payment to pay for the cost of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect improvements to the Property and such expense is provided for in the Budget, provided no Event of Default has occurred and is continuing, such Guarantor or Close Affiliate will be entitled to receive reimbursement Property; and (viii) funds from the Manager, Lender, or the applicable Sub-Proceeds Account established under hereunder or under the Management Agreement and such payment shall not be required to be re-deposited into applied or disbursed to the Collection Accountappropriate Person in accordance with Section 6.2 hereof.

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender Administrative Agent to make and, provided no Event of Default shall have occurred and be continuing, Lender Administrative Agent hereby agrees to make, the following payments from the Sub-Sub- Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender Administrative Agent in its reasonable discretion good faith judgment that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender Administrative Agent sufficient to permit Lender Administrative Agent to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender Administrative Agent shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment); (ii) at any time when (A) the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid at least three (3) months before such premiums become due and payable or at any time that and (B) Manager does not pay, reserve for or otherwise set aside and pay, in no more than four (4) installments per year, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender Administrative Agent sufficient to permit Lender Administrative Agent to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender Administrative Agent shall so pay such funds to the insurance company having the right to receive such funds; (iii) during the continuance of a Cash Sweep Period, and no more frequently than twice a month, funds from the Operating Expense Reserve Account in an amount equal to the Approved Operating Expenses for the month in which the transfer is made (subject to monthly or quarterly adjustment in accordance with Section 3.1.5(A)(iii)), and transfer the same to Borrower’s Account for the purpose of paying of such Approved Operating Expenses; (iv) funds from the Current Debt Service Reserve Account to Lender Administrative Agent sufficient to pay Debt Service on each Payment Date, and LenderAdministrative Agent, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and; (ivv) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion Administrative Agent that Manager will not reserve for FF&E as required under the Management Agreement, no more frequently than once in any calendar month, and provided Borrower shall have complied with the procedures set forth in Section 16.5, funds from the FF&E Reserve Account to Borrower’s Account to pay for FF&E; (vi) no more frequently than once in any calendar month, and provided Borrower shall have complied with the procedures set forth in Section 16.6, funds from the FF&E Franchise Fee Reserve Account (if applicable) to Borrower’s Account to pay the Third-Party Franchise Fee (if applicable); (vii) no more frequently than once in any calendar month, and provided Borrower shall have complied with the procedures set forth in Section 16.4, funds from the Deferred Maintenance and Environmental Conditions Reserve Account, if any, to Borrower’s Account to pay for FF&E. If deferred maintenance and environmental conditions; (viii) during any Extension Period, funds sufficient to pay the Amortization Payments on each Payment Date that such Amortization Payments is due, and Administrative Agent, on each such Payment Date, shall apply such funds to the extent Guarantor or any Close Affiliate (other than Borrower or Operating Lessee) makes a payment of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect to the Property and principal of the Loan payable on such expense is provided for Payment Date; and (ix) in the Budgetevent a Cash Sweep Period is then in effect, provided but no Event of Default has occurred and is continuing, such Guarantor or Close Affiliate will (i) funds (in an amount necessary to pay Debt Service on a Payment Date) in the Excess Cash Reserve Account shall be entitled deposited to receive reimbursement from the ManagerCurrent Debt Service Reserve Account, Lender, or the applicable Sub-Account established under hereunder or under the Management Agreement and such payment shall not be required to be re-deposited into applied in accordance with clause (iv) above, and (ii) the Collection Accountremaining funds shall be retained in the Excess Cash Reserve Account and applied or disbursed in accordance with Section 16.3 below.

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender to make and, provided no Event of Default shall have occurred and be continuing, Lender hereby agrees to make, the following payments from the Sub-Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender sufficient to permit Lender to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment)funds; (ii) at any time when the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender sufficient to permit Lender to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender shall so pay such funds to the insurance company having the right to receive such funds; (iii) funds from the Current Debt Service Reserve Account to Lender sufficient to pay Debt Service on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and; (iv) if notified (timely) by Borrower or otherwise determined by Lender no more frequently than once in its reasonable discretion that Manager will not reserve for FF&E as required under the Management Agreement, and provided Borrower shall have complied with the procedures set forth in Section 16.6any calendar month, funds from the FF&E Structural Reserve Account to Borrower funds to reimburse Borrower or to pay for the cost of Approved Base Building Work; (v) no more frequently than once in any calendar month, funds from the TI and Leasing Reserve Account to the Borrower’s 's Account to pay for FF&E. If TI and to the extent Guarantor or any Close Affiliate Leasing Costs; and (other than Borrower or Operating Lesseevi) makes a payment of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect to the Property and such expense is provided for in the Budget, provided no Event of Default has occurred and is continuing, such Guarantor or Close Affiliate will be entitled to receive reimbursement funds from the Manager, Lender, or the applicable Sub-Security Deposit Account established under hereunder or under the Management Agreement in amounts and such payment shall not at times as may be required to be re-deposited into refund security deposits to Tenants at the Collection Accountexpiration or termination of Leases.

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender Administrative Agent to make and, provided no Event of Default shall have occurred and be continuing, Lender Administrative Agent hereby agrees to make, the following payments from the Sub-Sub- Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender Administrative Agent in its reasonable discretion good faith judgment that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender Administrative Agent sufficient to permit Lender Administrative Agent to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender Administrative Agent shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment); (ii) at any time when the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid at least 3 months before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, in no more than four (4) installments per year, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender Administrative Agent sufficient to permit Lender Administrative Agent to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender Administrative Agent shall so pay such funds to the insurance company having the right to receive such funds; (iii) during the continuance of a Cash Sweep Period, and no more frequently than twice a month, funds from the Operating Expense Reserve Account in an amount equal to the Approved Operating Expenses for the month in which the transfer is made (subject to monthly or quarterly adjustment in accordance with Section 3.1.5), and transfer the same to Borrower’s Account for the purpose of paying of such Approved Operating Expenses; (iv) funds from the Current Debt Service Reserve Account to Lender Administrative Agent sufficient to pay Debt Service on each Payment Date, and LenderAdministrative Agent, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and; (ivv) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion Administrative Agent that Manager will not reserve for FF&E as required under the Management Agreement, no more frequently than once in any calendar month, and provided Borrower shall have complied with the procedures set forth in Section 16.6, funds from the FF&E Reserve Account to the Borrower’s Account to pay for FF&E. If FF&E; (vi) no more frequently than once in any calendar month, and provided Borrower shall have complied with the procedures set forth in Section 16.6, funds from the Franchise Fee Reserve Account (if applicable) to the extent Guarantor or Borrower’s Account to pay the Third-Party Franchise Fee (if applicable); (vii) no more frequently than once in any Close Affiliate (other than calendar month, and provided Borrower or Operating Lessee) makes a payment of any Impositionshall have complied with the procedures set forth in Section 16.4, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expensefunds from the Deferred Maintenance and Environmental Conditions Reserve Account, with respect if any, to the Property Borrower’s Account to pay for deferred maintenance and such expense is provided for environmental conditions; and (viii) in the Budgetevent a Cash Sweep Period is then in effect, provided but no Event of Default has occurred and is continuing, such Guarantor or Close Affiliate will (i) funds (in an amount necessary to pay Debt Service on a Payment Date) in the DSCR Reserve Account shall be entitled deposited to receive reimbursement from the ManagerCurrent Debt Service Reserve Account, Lender, or the applicable Sub-Account established under hereunder or under the Management Agreement and such payment shall not be required to be re-deposited into applied in accordance with clause (iv) above, and (ii) the Collection Accountremaining funds shall be paid to Administrative Agent and shall be applied to the amortization of the Principal Amount outstanding on such Payment Date.

Payments from Sub-Accounts. (a) Borrower irrevocably authorizes Lender to make and, provided no Event of Default shall have occurred and be continuing, Lender hereby agrees to make, the following payments from the Sub-Accounts to the extent of the monies on deposit therefor: (i) funds from the Debt Service Reserve Account to Lender sufficient to pay Debt Service on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; (ii) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager Bloomberg will not pay Impositions Real Estate Taxes or Other Charges, funds from the Tax Reserve Account to Lender sufficient to permit Lender to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions Real Estate Taxes and (B) Other Charges, on the respective due dates therefor, and Lender shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment)funds; (iiiii) at any time when if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Bloomberg will not pay the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Triggerpolicies required hereunder, funds from the Insurance Reserve Account to Lender sufficient to permit Lender to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender shall so pay such funds to the insurance company having the right to receive such fundsfunds (or to Borrower as a reimbursement for premiums paid in accordance with the terms of Section 16.1.2 hereof); (iii) funds from the Current Debt Service Reserve Account to Lender sufficient to pay Debt Service on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and (iv) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager Bloomberg will not reserve pay the operating expenses for FF&E as required under the Management AgreementProperty, and provided Borrower shall have complied with the procedures set forth no more frequently than once in Section 16.6any calendar month, funds from the FF&E Operating Expense Reserve Account in an amount equal to the Approved Operating Expenses for the month in which the transfer is made, and transfer the same to Borrower's Account; (v) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Bloomberg will not pay the cost of any capital improvements for the Property, no more frequently than once in any calendar month, funds from the Structural Reserve Account to the Borrower’s 's Account to reimburse Borrower or to pay for FF&E. If and the cost of capital improvements to the extent Guarantor or any Close Affiliate Property; and (other than Borrower or Operating Lesseevi) makes a payment payments from the Additional Debt Service Reserve Account will be made in accordance with the terms of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect to the Property and such expense is provided for in the Budget, provided Section 16.4. (b) Provided that no Event of Default or Cash Trap Period has occurred and is continuing, Lender agrees to release to Borrower any amounts (or portions thereof) on deposit in the Tax Reserve Account, Insurance Reserve Account, Operating Expense Reserve Account and/or the Structural Reserve Account if Borrower provides written evidence reasonably satisfactory to Lender that Bloomberg has paid when due the item for which the amount on deposit was reserved for. To the extent in Lender's sole but reasonable discretion (whether based upon information provided by Borrower or otherwise) any such Guarantor amounts (or Close Affiliate portions thereof) would have been released to Borrower but for the continuance of a Cash Trap Period, such amounts (or portions thereof) will be entitled transferred to receive reimbursement from the Manager, Lender, or the applicable Sub-Cash Trap Reserve Account established under hereunder or under the Management Agreement and such payment shall not be required as additional Excess Cash Flow to be re-deposited into applied by Lender in accordance with the Collection Accountterms of Section 16.5 hereof.

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender to make and, provided no Event of Default shall have occurred and be continuing, Lender hereby agrees to make, the following payments from the Sub-Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender sufficient to permit Lender to pay (or otherwise to Borrower to reimburse Borrower for) ) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee Affiliate Tenant upon confirmation of payment); (ii) at any time when the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender sufficient to permit Lender to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender shall so pay such funds to the insurance company having the right to receive such funds; (iii) funds from the Current Debt Service Reserve Account to Lender sufficient to pay Debt Service on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and; (iv) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not reserve for FF&E as required under the Management Agreement, and provided Borrower shall have complied with the procedures set forth in Section 16.6, funds from the FF&E Low DSCR Reserve Account sufficient to pay any shortfalls in the Current Debt Service Reserve Account on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the Borrower’s Account to pay for FF&E. If and to the extent Guarantor or any Close Affiliate (other than Borrower or Operating Lessee) makes a payment of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect to the Property and Debt Service shortfall payable on such expense is provided for in the Budget, provided no Event of Default has occurred and is continuing, such Guarantor or Close Affiliate will be entitled to receive reimbursement from the Manager, Lender, or the applicable Sub-Account established under hereunder or under the Management Agreement and such payment shall not be required to be re-deposited into the Collection AccountPayment Date.

Payments from Sub-Accounts. (a) Borrower irrevocably authorizes Lender to make and, provided no Event of Default shall have occurred and be continuing, Lender hereby agrees to make (and hereby instructs Cash Management Bank to make), the following payments from the Sub-Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender sufficient to permit Lender to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of paymentpayment by transfer to the Borrower’s Account (or to a third- party account as directed by Borrower) free of any Lien or continuing security interest); (ii) at any time when the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender sufficient to permit Lender to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender shall so pay such funds to the insurance company having the right to receive such funds; (iii) funds from the Current Debt Service Reserve Account to Lender sufficient to pay Debt Service on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and; (iv) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not reserve for FF&E as required under the Management Agreement, and provided Borrower shall have complied with the procedures set forth in Section 16.616.4, funds from the FF&E Reserve Account to the Borrower’s Account to pay for FF&E. FF&E; (v) funds from the Operating Expense Sub-Account to Borrower sufficient to pay the Operating Expenses of the Property as set forth in the Budget; (vi) funds from the Asset Management Fee Sub-Account to Borrower by transfer to the Borrower’s Account (or to a third-party account as directed by Borrower) free of any Lien or continuing security interest; and (vii) all funds then on deposit in the Excess Cash Reserve Sub-Account to Lender to be deposited into the Excess Cash Reserve Account. If and to the extent any Guarantor or any Close Affiliate of a Guarantor (other than Borrower or Operating Lessee) makes a payment of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect to the Property and such expense is provided for in the Budget, provided no Event of Default has occurred and is continuing, such Guarantor or Close Affiliate will be entitled to receive reimbursement from the Manager, Lender, or the applicable Sub-Account established under hereunder or under the Management Agreement and such payment shall not be required to be re-deposited into the Collection Account.

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender to make and, provided no Event of Default shall have occurred and be continuing, Lender hereby agrees to make, the following payments from the Sub-Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender sufficient to permit Lender to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment)funds; (ii) at any time when the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender sufficient to permit Lender to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender shall so pay such funds to the insurance company having the right to receive such funds; (iii) funds from the Current Debt Service Reserve Account to Lender sufficient to pay Debt Service on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and; (iv) if notified (timely) by Borrower or otherwise determined by Lender no more frequently than once in its reasonable discretion that Manager will not reserve for FF&E as required under the Management Agreement, and provided Borrower shall have complied with the procedures set forth in Section 16.6any calendar month, funds from the FF&E TI and Leasing Reserve Account to the Borrower’s Account to pay for FF&E. If Scheduled TI and Leasing Costs; and (v) no more frequently than once in any calendar month, funds from the Structural Reserve Account to the extent Guarantor or any Close Affiliate (other than Borrower funds to reimburse Borrower or Operating Lessee) makes a payment to pay for the cost of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect to the Property and such expense is provided for in the Budget, provided no Event of Default has occurred and is continuing, such Guarantor or Close Affiliate will be entitled to receive reimbursement from the Manager, Lender, or the applicable Sub-Account established under hereunder or under the Management Agreement and such payment shall not be required to be re-deposited into the Collection AccountApproved Base Building Work.

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender Administrative Agent to make and, provided no Event of Default shall have occurred and be continuing, Lender Administrative Agent hereby agrees to make, the following payments from the Sub-Sub- Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion Administrative Agent that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender Administrative Agent sufficient to permit Lender Administrative Agent to pay (or otherwise to Borrower to reimburse Borrower forfor its payment of) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender Administrative Agent shall so pay such funds to the Governmental Authority or such other Person having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment); (ii) at any time when the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid at least 3 months before such premiums become due and payable or at any time that Manager does not pay, reserve for or otherwise set aside and pay, in no more than four (4) installments per year, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender Administrative Agent sufficient to permit Lender Administrative Agent to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender Administrative Agent shall so pay such funds to the insurance company having the right to receive such funds; (iii) during the continuance of a Cash Sweep Period, and no more frequently than twice a month, funds from the Operating Expense Reserve Account in an amount equal to the Approved Operating Expenses for the month in which the transfer is made (subject to monthly or quarterly adjustment in accordance with Section 3.1.5), and transfer the same to Borrower’s Account and Borrower shall then pay such Approved Operating Expenses; (iv) funds from the Current Debt Service Reserve Account to Lender Administrative Agent sufficient to pay Debt Service on each Payment Date, and LenderAdministrative Agent, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and; (ivv) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion Administrative Agent that Manager will not reserve for FF&E as required under the Management Agreement, no more frequently than once in any calendar month, and provided Borrower shall have complied with the procedures set forth in Section 16.5, funds from the FF&E Reserve Account to Borrower’s Account to pay for FF&E and Borrower shall then pay such FF&E; (vi) no more frequently than once in any calendar month, and provided Borrower shall have complied with the procedures set forth in Section 16.4, funds from the Required Repairs Reserve Account to Borrower’s Account to pay for Required Repairs and Borrower shall then pay such Required Repairs; (vii) if notified (timely) by Borrower or otherwise determined by Administrative Agent that Manager will not pay Ground Rent, no more frequently than once in any calendar month, and provided Borrower shall have complied with the procedures set forth in Section 16.6, funds from the FF&E Ground Rent Reserve Account to the Borrower’s Account to pay for FF&E. If ground rent and to the extent Guarantor or any Close Affiliate Borrower shall then pay such ground rent; and (other than Borrower or Operating Lesseeviii) makes a payment of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, with respect to the Property and such expense is provided for in the Budgetevent a Cash Sweep Period is then in effect, provided but no other Event of Default has occurred and is continuing, funds in the Cash Sweep Reserve Account on each Payment Date shall be paid to Administrative Agent and shall be applied to the amortization of the Principal Amount outstanding on such Guarantor or Close Affiliate will be entitled to receive reimbursement from the Manager, Lender, or the applicable Sub-Account established under hereunder or under the Management Agreement and such payment shall not be required to be re-deposited into the Collection AccountPayment Date.

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender Administrative Agent to make and, provided no Event of Default shall have occurred and be continuing, Lender Administrative Agent hereby agrees to make, the following payments from the Sub-Sub- Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender Administrative Agent in its reasonable discretion good faith judgment that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender Administrative Agent sufficient to permit Lender Administrative Agent to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender Administrative Agent shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment); (ii) at any time when (A) the insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof and the premiums in respect of such blanket policy are not paid or caused to be paid at least 3 months before such premiums become due and payable or at any time that and (B) Manager does not pay, reserve for or otherwise set aside and pay, in no more than four (4) installments per year, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender Administrative Agent sufficient to permit Lender Administrative Agent to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender Administrative Agent shall so pay such funds to the insurance company having the right to receive such funds; (iii) during the continuance of a Cash Sweep Period, and no more frequently than twice a month, funds from the Operating Expense Reserve Account in an amount equal to the Approved Operating Expenses for the month in which the transfer is made (subject to monthly or quarterly adjustment in accordance with Section 3.1.5), and transfer the same to Borrower’s Account for the purpose of paying of such Approved Operating Expenses; (iv) funds from the Current Debt Service Reserve Account to Lender Administrative Agent sufficient to pay Debt Service on each Payment Date, and LenderAdministrative Agent, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and; (ivv) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion Administrative Agent that Manager will not reserve for FF&E as required under the Management Agreement, no more frequently than once in any calendar month, and provided Borrower shall have complied with the procedures set forth in Section 16.6, funds from the FF&E Reserve Account to the Borrower’s Account to pay for FF&E. If FF&E; (vi) no more frequently than once in any calendar month, and provided Borrower shall have complied with the procedures set forth in Section 16.6, funds from the Franchise Fee Reserve Account (if applicable) to the extent Guarantor or Borrower’s Account to pay the Third-Party Franchise Fee (if applicable); (vii) no more frequently than once in any Close Affiliate (other than calendar month, and provided Borrower or Operating Lessee) makes a payment of any Impositionshall have complied with the procedures set forth in Section 16.4, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expensefunds from the Deferred Maintenance and Environmental Conditions Reserve Account, with respect if any, to the Property Borrower’s Account to pay for deferred maintenance and such expense is provided for environmental conditions; and (viii) in the Budgetevent a Cash Sweep Period is then in effect, provided but no Event of Default has occurred and is continuing, such Guarantor or Close Affiliate will (i) funds (in an amount necessary to pay Debt Service on a Payment Date) in the Excess Cash Reserve Account shall be entitled deposited to receive reimbursement from the ManagerCurrent Debt Service Reserve Account, Lender, or the applicable Sub-Account established under hereunder or under the Management Agreement and such payment shall not be required to be re-deposited into applied in accordance with clause (iv) above, and (ii) the Collection Accountremaining funds shall be retained in the Excess Cash Reserve Account and applied or disbursed in accordance with Section 16.3 below.

Payments from Sub-Accounts. Borrower irrevocably authorizes Lender to make and, provided no Event of Default shall have occurred and be continuing, Lender hereby agrees to make, the following payments from the Sub-Accounts to the extent of the monies on deposit therefor: (i) if notified (timely) by Borrower or otherwise determined by Lender in its reasonable discretion that Manager will not pay Impositions or Other Charges, funds from the Tax Reserve Account to Lender sufficient to permit Lender to pay (or otherwise to Borrower to reimburse Borrower for) (A) Impositions and (B) Other Charges, on the respective due dates therefor, and Lender shall so pay such funds to the Governmental Authority having the right to receive such funds (or shall reimburse Borrower or Operating Lessee upon confirmation of payment); (ii) at any prior to such time when the as Borrower maintains blanket policies of insurance required to be maintained pursuant to this Agreement is provided under a blanket policy in accordance with Article VI hereof Section 6.1.16 and the premiums in respect of such blanket policy are not paid or caused to be paid before such premiums become due and payable or at any time that Manager does not paySection 16.2, reserve for or otherwise set aside and pay, premiums with respect to the Insurance Requirements and otherwise following an Insurance Reserve Trigger, funds from the Insurance Reserve Account to Lender sufficient to permit Lender to pay insurance premiums for the insurance required to be maintained pursuant to the terms of this Agreement and the Security Instrument, on the respective due dates therefor, and Lender shall so pay such funds to the insurance company having the right to receive such funds; (iii) funds from the Current Debt Service Reserve Account to Lender sufficient to pay Debt Service on each Payment Date, and Lender, on each Payment Date, shall apply such funds to the payment of the Debt Service payable on such Payment Date; and; (iv) if notified (timely) by Borrower or otherwise determined by Lender no more frequently than once in its reasonable discretion that Manager will not reserve for FF&E as required under the Management Agreementany calendar month, and provided Borrower shall have complied with the procedures set forth in Section 16.616.7, funds from the FF&E Franchise Fee Reserve Account (if applicable) to the Borrower’s 's Account to pay the Third-Party Franchise Fee (if applicable); and (v) funds from the Low DSCR Reserve Account sufficient to pay any shortfalls in the Current Debt Service Reserve Account for FF&E. If and to the extent Guarantor or any Close Affiliate (other than Borrower or Operating Lessee) makes a payment of any Imposition, any insurance premium under a blanket policy or capital expenditure or overhead charge which qualifies as an Operating Expense, Debt Service due with respect to the Property Loan on each Payment Date, and such expense is provided for in the Budget, provided no Event of Default has occurred and is continuing, such Guarantor or Close Affiliate will be entitled to receive reimbursement from the Manager, Lender, or on each Payment Date, shall apply such funds to the applicable Sub-Account established under hereunder or under payment of the Management Agreement and Debt Service shortfall payable on such payment shall not be required to be re-deposited into the Collection AccountPayment Date.