Common use of Withdrawal of Cash Collateral Funds Clause in Contracts

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars ($5,000,000) on deposit in the Cash Collateral Account (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 or by Manager pursuant to the Management Agreement for the following items: (i) Operating Expenses including Management Fees (subject to discretionary Operating Expenses being within a five percent (5%) variation of an Approved Annual Budget), (ii) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iii) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (iv) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (v) payment of Debt Service on the Loan, (vi) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Maintenance Premium), including, without limitation, any Debt Yield Cure Prepayment, and (vii) expenses and shortfalls relating to Restoration; provided that no disbursements shall be made from the Cash Collateral Account for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (i) through (iv) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Account under Section 6.8.1 (i) (B), or may be distributed to Borrower from the Tax Account, the Insurance Account or the Capital Expenditure Account, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars one percent ($5,000,0001%) of the Outstanding Principal Balance on deposit in the Cash Collateral Account Subaccount (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account Subaccount of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 6.6.1 or by Manager pursuant to the Management Agreement for the following items: (ia) Operating Expenses (including management fees, but subject to the Management Fees Fee Cap) set forth in an Approved Annual Budget (subject to discretionary Operating Expenses being within a five percent (5%) variation of an for Operating Expenses in such Approved Annual Budget), (iib) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iiic) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (ivd) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, ’s rights pursuant to the Loan Documents, (ve) payment of Debt Service on the Loan, (vif) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Maintenance Premium), including, without limitation, any Debt Yield Cure Prepayment, Prepayment and (viig) expenses and shortfalls relating to Restoration; provided provided, that no disbursements shall be made from the Cash Collateral Account Subaccount for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (ia) through (ivd) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Cash Management Account under Section 6.8.1 (i) (B2.6.3(j)(ii)(B), or may be distributed to Borrower from the Tax AccountSubaccount, the Insurance Account Subaccount or the Capital Expenditure AccountSubaccount, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars one percent ($5,000,0001%) of the Outstanding Principal Balance on deposit in the Cash Collateral Account Subaccount (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account Subaccount of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 6.6.1 or by Manager pursuant to the Management Agreement for the following items: (ia) Operating Expenses (including management fees, but subject to the Management Fees Fee Cap) set forth in an Approved Annual Budget (subject to discretionary Operating Expenses being within a five percent (5%) variation of an for Operating Expenses in such Approved Annual Budget), (iib) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iiic) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (ivd) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (ve) payment of Debt Service on the Loan, (vif) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Maintenance Premium), including, without limitation, any Low Debt Yield Cure Prepayment, Prepayment and (viig) expenses and shortfalls relating to Restoration; provided provided, that no disbursements shall be made from the Cash Collateral Account Subaccount for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (ia) through (ivd) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Cash Management Account under Section 6.8.1 (i) (B2.7.2(k), or may be distributed to Borrower from the Tax AccountSubaccount, the Insurance Account Subaccount or the Capital Expenditure AccountSubaccount, as applicable.

Withdrawal of Cash Collateral Funds. Provided Prior to the Anticipated Repayment Date, provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars one percent ($5,000,0001%) of the Outstanding Principal Balance on deposit in the Cash Collateral Account Subaccount (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account Subaccount of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 6.6.1 or by Manager pursuant to the Management Agreement for the following items: (ia) Operating Expenses (including management fees, but subject to the Management Fees Fee Cap) set forth in an Approved Annual Budget (subject to discretionary Operating Expenses being within a five percent (5%) variation of an for Operating Expenses in such Approved Annual Budget), (iib) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iiic) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (ivd) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (ve) payment of Debt Service on the Loan, (vif) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Yield Maintenance Premium), including, without limitation, any Debt Yield Low DSCR Cure Prepayment, Prepayment and (viig) expenses and shortfalls relating to Restoration; provided provided, that no disbursements shall be made from the Cash Collateral Account Subaccount for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (ia) through (ivd) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Cash Management Account under Section 6.8.1 (i) (B2.7.2(i), or may be distributed to Borrower from the Tax AccountSubaccount, the Insurance Account Subaccount or the Capital Expenditure AccountSubaccount, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars ($5,000,000) on deposit in the Cash Collateral Account (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 or by Manager pursuant to the Management Agreement for the following items: (i) Operating Expenses including Management Fees (subject to discretionary Operating Expenses being within a five percent (5%) variation of an Approved Annual Budget), (ii) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iii) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (iv) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (v) payment of Debt Service on the Loan, (vi) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Maintenance Premium), including, without limitation, any Debt Yield Cure Prepayment, and (vii) expenses and shortfalls relating to Restoration; provided that no disbursements shall be made from the Cash Collateral Account for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (i) through (iv) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Account under Section 6.8.1) (i) (B), or may be distributed to Borrower from the Tax Account, the Insurance Account or the Capital Expenditure Account, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars one percent ($5,000,0001%) of the Outstanding Principal Balance on deposit in the Cash Collateral Account (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 or by Manager pursuant to the Management Agreement for the following items: (i) Operating Expenses (including Management Fees Fees) set forth in an Approved Annual Budget (subject to discretionary Operating Expenses being within a five percent (5%) variation of an for Operating Expenses in such Approved Annual Budget), (ii) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iii) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (iv) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (v) payment of Debt Service on the Loan, Loan and (vi) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Maintenance Premium), including, without limitation, any Debt Yield Cure Prepayment, and (vii) expenses and shortfalls relating to Restoration; provided that no disbursements shall be made from the Cash Collateral Account for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (i) through (iv) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Account under Section 6.8.1 (i) (B), or may be distributed to Borrower from the Tax Account, the Insurance Account or the Capital Expenditure Account, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars one percent ($5,000,0001%) of the Outstanding Principal Balance on deposit in the Cash Collateral Account Subaccount (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account Subaccount of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 6.6.1 or by Manager pursuant to the Management Agreement for the following items: (i) Operating Expenses (including management fees, but subject to the Management Fees Fee Cap) set forth in an Approved Annual Budget (subject to discretionary Operating Expenses being within a five percent (5%) variation of an for Operating Expenses in such Approved Annual Budget), (ii) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iii) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (iv) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (v) payment of Debt Service on the Loan, (vi) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Maintenance Premium), including, without limitation, any Debt Yield Cure Prepayment, and (vii) expenses and shortfalls relating to RestorationRestoration and (viii) cash Concessions owing to Tenants but only to the extent such Concessions were deducted in determining GPR pursuant to clause (i) of the definition thereof; provided provided, that no disbursements shall be made from the Cash Collateral Account Subaccount for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (i) through (iv) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Cash Management Account under Section 6.8.1 (i) (B2.6.3(j)(ii)(B), or may be distributed to Borrower from the Tax AccountSubaccount, the Insurance Account Subaccount or the Capital Expenditure AccountSubaccount, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars one percent ($5,000,0001%) of the Outstanding Principal Balance on deposit in the Cash Collateral Account Subaccount (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account Subaccount of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 6.6.1 or by Manager pursuant to the Management Agreement for the following items: (i) Operating Expenses (including management fees, but subject to the Management Fees Fee Cap) set forth in an Approved Annual Budget (subject to discretionary Operating Expenses being within a five percent (5%) variation of an for Operating Expenses in such Approved Annual Budget), (ii) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iii) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (iv) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (v) payment of Debt Service on the Loan, Loan and (vi) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Maintenance Premium), including, without limitation, any Debt Yield Cure Prepayment, and (vii) expenses and shortfalls relating to Restoration; provided provided, that no disbursements shall be made from the Cash Collateral Account Subaccount for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (i) through (iv) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Cash Management Account under Section 6.8.1 (i) (B2.7.2(i), or may be distributed to Borrower from the Tax AccountSubaccount, the Insurance Account Subaccount or the Capital Expenditure AccountSubaccount, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars one percent ($5,000,0001%) of the Outstanding Principal Balance on deposit in the Cash Collateral Account (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 or by Manager pursuant to the Management Agreement for the following items: (i) Operating Expenses (including Management Fees Fees) (subject to discretionary Operating Expenses being within a five percent (5%) variation of an Approved Annual Budget), (ii) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iii) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (iv) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (v) payment of Debt Service on the Loan, (vi) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Maintenance Premium), including, without limitation, any Debt Yield Cure Prepayment, Prepayment and (vii) expenses and shortfalls relating to Restoration; provided that no disbursements shall be made from the Cash Collateral Account for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (i) through (iv) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Cash Management Account under Section 6.8.1 (i) (B), or may be distributed to Borrower from the Tax Account, the Insurance Account or the Capital Expenditure Account, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars one percent ($5,000,0001%) of the Outstanding Principal Balance on deposit in the Cash Collateral Account Subaccount (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account Subaccount of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 6.6.1 or by Manager pursuant to the Management Agreement for the following items: (ia) Operating Expenses (including management fees, but subject to the Management Fees Fee Cap) set forth in an Approved Annual Budget (subject to discretionary Operating Expenses being within a five percent (5%) variation of an for Operating Expenses in such Approved Annual Budget), (iib) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iiic) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (ivd) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (ve) payment of Debt Service on the Loan, (vif) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Yield Maintenance Premium), including, without limitation, any Debt Yield Low DSCR Cure Prepayment, Prepayment and (viig) expenses and shortfalls relating to Restoration; provided provided, that no disbursements shall be made from the Cash Collateral Account Subaccount for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (ia) through (ivd) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Cash Management Account under Section 6.8.1 (i) (B2.7.2(i), or may be distributed to Borrower from the Tax AccountSubaccount, the Insurance Account Subaccount or the Capital Expenditure AccountSubaccount, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars one percent ($5,000,0001%) of the Outstanding Principal Balance on deposit in the Cash Collateral Account Subaccount (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account Subaccount of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 6.6.1 or by Manager pursuant to the Management Agreement for the following items: (i) Operating Expenses (including management fees, but subject to the Management Fees Fee Cap) set forth in an Approved Annual Budget (subject to discretionary Operating Expenses being within a five percent (5%) variation of an for Operating Expenses in such Approved Annual Budget), (ii) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iii) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (iv) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (v) payment of Debt Service on the Loan, (vi) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Yield Maintenance Premium), including, without limitation, any Debt Yield Low DSCR Cure Prepayment, Prepayment and (vii) expenses and shortfalls relating to Restoration; provided provided, that no disbursements shall be made from the Cash Collateral Account Subaccount for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (i) through (iv) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Cash Management Account under Section 6.8.1 (i) (B2.7.2(i), or may be distributed to Borrower from the Tax AccountSubaccount, the Insurance Account Subaccount or the Capital Expenditure AccountSubaccount, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars one percent ($5,000,0001%) of the Outstanding Principal Balance on deposit in the Cash Collateral Account Subaccount (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account Subaccount of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 6.6.1 or by Manager pursuant to the Management Agreement for the following items: (i) Operating Expenses (including management fees, but subject to the Management Fees Fee Cap) set forth in an Approved Annual Budget (subject to discretionary Operating Expenses being within a five percent (5%) variation of an for Operating Expenses in such Approved Annual Budget), (ii) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iii) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (iv) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (v) payment of Debt Service on the Loan, Loan and (vi) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Maintenance Premium), including, without limitation, any Debt Yield Cure Prepayment, and (vii) expenses and shortfalls relating to Restoration; provided provided, that no disbursements shall be made from the Cash Collateral Account Subaccount for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (i) through (iv) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Cash Management Account under Section 6.8.1 (i) (B2.6.3(j)(ii)(B), or may be distributed to Borrower from the Tax AccountSubaccount, the Insurance Account Subaccount or the Capital Expenditure AccountSubaccount, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars ($5,000,000) on deposit in the Cash Collateral Account (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 or by Manager pursuant to the Management Agreement for the following items: (i) Operating Expenses including Management Fees (subject to discretionary Operating Expenses being within a five percent (5%) variation of an Approved Annual Budget), (ii) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iii) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (iv) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (v) payment of Debt Service on the Loan, (vi) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Maintenance Premium), including, without limitation, any Debt Yield Cure Prepayment, and (vii) expenses and shortfalls relating to Restoration; provided that no disbursements shall be made from the Cash Collateral Account for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (i) through (iv) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Account under Section 6.8.1the (i) (B), or may be distributed to Borrower from the Tax Account, the Insurance Account or the Capital Expenditure Account, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars ($5,000,000) on deposit in the Cash Collateral Account (the “Cash Collateral Floor”), Lender shall Administrative Agent may make disbursements from the Cash Collateral Account of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 or by Manager pursuant to the Management Agreement for the following items: (i) Operating Expenses including Management Fees (subject to discretionary Operating Expenses being within a five percent (5%) variation of an Approved Annual Budget), (ii) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iii) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (iv) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (v) payment of Debt Service on the Loan, and (vi) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Maintenance Premium), including, without limitation, any Debt Yield Cure Prepayment, and (vii) expenses and shortfalls relating to Restoration; provided that no disbursements shall be made from the Cash Collateral Account for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (i) through (iv) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Account under Section 6.8.1 (i) (B), or may be distributed to Borrower from the Tax Account, the Insurance Account or the Capital Expenditure Account, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars one percent ($5,000,0001%) of the Outstanding Principal Balance on deposit in the Cash Collateral Account Subaccount (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account Subaccount of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 6.6.1 or by Manager pursuant to the Management Agreement for the following items: (i) Operating Expenses (including management fees, but subject to the Management Fees Fee Cap) set forth in an Approved Annual Budget (subject to discretionary Operating Expenses being within a five percent (5%) variation of an for Operating Expenses in such Approved Annual Budget), (ii) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iii) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (iv) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, ’s rights pursuant to the Loan Documents, (v) payment of Debt Service on the Loan, (vi) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Maintenance Premium), including, without limitation, any Debt Yield Cure Prepayment, Prepayment and (vii) expenses and shortfalls relating to Restoration; provided provided, that no disbursements shall be made from the Cash Collateral Account Subaccount for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (i) through (iv) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Cash Management Account under Section 6.8.1 (i) (B2.6.3(j)(ii)(B), or may be distributed to Borrower from the Tax AccountSubaccount, the Insurance Account Subaccount or the Capital Expenditure AccountSubaccount, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars ($5,000,000) on deposit in the Cash Collateral Account (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 or by Manager pursuant to the Management Agreement for the following items: (i) Operating Expenses including Management Fees (subject to discretionary Operating Expenses being within a five percent (5%) variation of an Approved Annual Budget), (ii) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iii) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (iv) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (v) payment of Debt Service on the Loan, (vi) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Yield Maintenance Premium), including, without limitation, any Low DSCR Cure Prepayment or Low Debt Yield Cure Prepayment, and (vii) expenses and shortfalls relating to Restoration; provided that no disbursements shall be made from the Cash Collateral Account for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (i) through (iv) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Account under Section 6.8.1 (i) (B), or may be distributed to Borrower from the Tax Account, the Insurance Account or the Capital Expenditure Account, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars one percent ($5,000,0001%) of the Outstanding Principal Balance on deposit in the Cash Collateral Account Subaccount (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account Subaccount of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 6.6.1 or by Manager pursuant to the Management Agreement for the following items: (ia) Operating Expenses (including management fees, but subject to the Management Fees Fee Cap) set forth in an Approved Annual Budget (subject to discretionary Operating Expenses being within a five percent (5%) variation of an for Operating Expenses in such Approved Annual Budget), (iib) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iiic) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (ivd) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (ve) payment of Debt Service on the Loan, (vif) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Yield Maintenance Premium), including, without limitation, any Debt Yield Low DSCR Cure Prepayment, and (viig) expenses and shortfalls relating to Restoration; provided provided, that no disbursements shall be made from the Cash Collateral Account Subaccount for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (ia) through (ivd) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Cash Management Account under Section 6.8.1 (i) (B2.7.2(k), or may be distributed to Borrower from the Tax AccountSubaccount, the Insurance Account Subaccount or the Capital Expenditure AccountSubaccount, as applicable.

Withdrawal of Cash Collateral Funds. Provided no Default or an Event of Default hereunder is continuing and there is an amount exceeding Five Million Dollars one percent ($5,000,0001%) of the Outstanding Principal Balance on deposit in the Cash Collateral Account Subaccount (the “Cash Collateral Floor”), Lender shall make disbursements from the Cash Collateral Account Subaccount of Cash Collateral Funds in excess of the Cash Collateral Floor to pay costs and expenses in connection with the ownership, management and/or operation of the Properties to the extent such amounts are not otherwise paid pursuant to Section 6.8.1 6.6.1 or by Manager pursuant to the Management Agreement for the following items: (i) Operating Expenses (including management fees, but subject to the Management Fees Fee Cap) set forth in an Approved Annual Budget (subject to discretionary Operating Expenses being within a five percent (5%) variation of an for Operating Expenses in such Approved Annual Budget), (ii) emergency repairs and/or life-safety items (including applicable Capital Expenditures for such purpose), (iii) Capital Expenditures set forth in an Approved Annual Budget (subject to a five percent (5%) variation for Capital Expenditures in such Approved Annual Budget), (iv) legal, audit and accounting costs associated with the Properties or Borrower, excluding legal fees incurred in connection with the enforcement of Borrower’s, rights pursuant to the Loan Documents, (v) payment of Debt Service on the Loan, (vi) voluntary or mandatory prepayment of the Loan (together with any applicable Spread Maintenance Premium), including, without limitation, any Debt Yield Cure Prepayment, Prepayment and (vii) expenses and shortfalls relating to Restoration; provided provided, that no disbursements shall be made from the Cash Collateral Account Subaccount for any of the Operating Expenses or Capital Expenditures described in the foregoing clauses (i) through (iv) to the extent amounts for such Operating Expenses or Capital Expenditures have been distributed to Borrower from the Collection Cash Management Account under Section 6.8.1 (i) (B2.6.3(j)(ii)(B), or may be distributed to Borrower from the Tax AccountSubaccount, the Insurance Account Subaccount or the Capital Expenditure AccountSubaccount, as applicable.