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6.A. - Page 10 of 24 <br />insolvency or liquidation proceedings with respect to the Borrower, without the Senior <br />Lender's prior written consent. <br />(g) Borrower's Equity Interests. <br />(i) Notwithstanding any provisions of the Subordinate Loan Documents <br />to the contrary, (A) the required debt service on the Subordinate Loan shall not, in any <br />event, exceed 75% of the Property's Excess Cash Flow and (B) the Subordinate <br />Lender's right and interest in and to the Borrower's equity in the Property in the event <br />of a sale or other transfer (other than through foreclosure or deed -in -lieu of <br />foreclosure), after the payment of the Senior Loan, all other accounts (other than the <br />Subordinate Loan) required to be satisfied in connection with such sale or transfer, <br />shall not exceed 75%. For purposes of this subsection, debt service on the Subordinate <br />Loan and Excess Cash Flow will be measured monthly, whether or not such debt service <br />is actually payable monthly. <br />(ii) As used herein, the term "Excess Cash Flow" means, for any <br />period. the net cash flow of the Borrower available for distribution to shareholders, <br />members or partners (as the case may be) for such period, after the payment of all <br />interest expense, the amortization of all principal of all indebtedness coming due <br />during such period (whether by maturity, mandatory sinking fund payment, <br />acceleration or otherwise), the payment of all fees, costs and expenses on an occasional <br />or recurring basis in connection with the Loan or the Bonds, the payment of all <br />operating, overhead, ownership and other expenditures of the Borrower directly or <br />indirectly in connection with the Property (whether any such expenditures are current, <br />capital or extraordinary expenditures), and the setting aside of all reserves for taxes, <br />insurance, water and sewer charges or other similar impositions, capital expenditures, <br />repairs and replacements and all other amounts which the Borrower is required to set <br />aside pursuant to the Loan Documents or otherwise in connection with the Bonds, but <br />excluding depreciation and amortization of intangibles. <br />(iii) Borrower and Subordinate Lender shall cause to be delivered to <br />Senior Lender such documentation and information, including, without limitation, <br />income and expense statements for the Property, as shall be required from time to time <br />by Senior Lender to confirm Subordinate Lender's compliance with the provisions of <br />this Section. <br />5. Default Under Subordinate Loan Documents. <br />(a) Notice of Default and Cure Rights. The Subordinate Lender shall <br />deliver to the Senior Lender a Default Notice within five Business Days in each case where <br />the Subordinate Lender has given a Default Notice to the Borrower. Failure of the <br />Subordinate Lender to send a Default Notice to the Senior Lender shall not prevent the <br />exercise of the Subordinate Lender's rights and remedies under the Subordinate Loan <br />Documents, subject to the provisions of this Agreement. The Senior Lender shall have the <br />right, but not the obligation, to cure any Subordinate Loan Default within 60 days following <br />the date of such notice. All amounts paid by the Senior Lender in accordance with the Senior <br />REV: 12-06-18 VR <br />Page 7 of 21 <br />ATTY/AGR.2018.2741KDF Hallmark 16 <br />