Common use of Capital Reserve Account Clause in Contracts

Capital Reserve Account. On or before the last day of the month next following the end of each calendar quarter, commencing on January 31, 1997, the Borrower shall do the following: (i) either (a) deposit into or cause to be deposited into the Capital Reserve Account an amount equal to the remainder, which shall not be less than zero, of (1) 4.00% of Property Gross Revenues for each of the Properties for the four immediately preceding calendar quarters; PROVIDED that such percentage shall be 3.00% with respect to any Property at which a Renovation costing more than $1,000,000 (as evidenced by written documentation reasonably satisfactory in form and substance to the Agent) has been completed during the 12 consecutive month period ending on the applicable date of determination, MINUS (2) the aggregate cost of Capital Items that shall have been paid with respect to such Property during such four calendar quarters, which payments shall not have been funded from disbursements from the Capital Reserve Account or from an Other Capital Reserve Account, MINUS (3) the aggregate amount deposited in the Capital Reserve Account pursuant to this subsection 6.16A(i)(a) with respect to such four calendar quarter period (excluding all amounts required to be deposited during such four calendar quarter period but calculated with respect to a prior period), MINUS (4) if such Property is a Pool B Property, the aggregate amount, if any, that shall then have been deposited with respect to such Property in Other Capital Reserve Accounts pursuant to the requirements of the related Pool B Obligation for such calendar quarter or (b) if no Event of Default or Potential Event of Default then exists, the amount calculated pursuant to clause (a) above shall be included in Total Utilization; and (ii) deliver to the Agent an Officers' Certificate with respect to (a) the allocation of such amount among the Properties, which allocation shall reflect the amounts determined with respect to the Properties pursuant to the preceding clause (i), (b) the allocation of the resulting balance in the Capital Reserve Account among the Properties, which allocation shall reflect the allocation of all deposits in the Capital Reserve Account pursuant to this subsection 6.16A and all transfers therefrom pursuant to this subsection 6.16A and (c) the deposits in and withdrawals from each of the Other Capital Reserve Accounts during the preceding calendar quarter and the respective closing balances thereof. On or before the thirtieth day after the end of each calendar year, the Borrower shall deliver to the Agent an Officers' Certificate summarizing amounts withdrawn from the Capital Reserve Account during the preceding year and the application of such proceeds. So long as no Event of Default has occurred and is continuing, upon the Borrower's written request and not more frequently than once each month, (x) the Agent shall transfer funds to the Borrower then on deposit in the Capital Reserve Account for the payment of costs of Capital Items or for the deposit of funds into Other Capital Reserve Accounts, in the case of each such deposit an amount not greater than the amount of funds then required by the terms of the related Pool B Obligation to be so deposited; PROVIDED, HOWEVER, that the aggregate amount of such funds applied towards Capital Items from the Capital Reserve Account in respect of any Property shall not exceed the aggregate amount of funds deposited in the Capital Reserve Account in respect of such Property and (y) on the last day of the month next following the end of each calendar quarter, the aggregate amount to be reserved pursuant to clause (iv) of the definition of Total Utilization shall be reduced (to a number not less than zero) by an amount equal to the remainder of (1) the sum of the aggregate amount of expenditures for Capital Items during the preceding calendar quarter PLUS the aggregate amount of deposits into Other Capital Reserve Accounts during the preceding calendar, in each case in amounts not greater than the amount of funds then required by the terms of the related Pool B Obligation to be so deposited, MINUS (2) the sum of the aggregate amount of transfers pursuant to clause (x) above during such calendar quarter PLUS the aggregate amount of prior reductions pursuant to this subclause (2) during such calendar quarter; PROVIDED that the aggregate reduction in reserves in respect of any Property shall not exceed the aggregate amount reserved in respect of such Property. Together with each such request, the Borrower shall deliver to the Agent copies of bills and other documentation as may be reasonably required by the Agent to establish that such Capital Items or such deposits in such Other Capital Reserve Accounts, as the case may be, are then due.

Capital Reserve Account. On or before the last day of the month next following the end of each calendar quarter, commencing on January 31, 1997, the Borrower shall do the following: (i) either (a) deposit into On or cause prior to the Closing Date, Borrower shall establish and thereafter maintain with the Cash Management Bank an account for the purpose of reserving amounts in respect of Capital Expenditures during the continuance of a Cash Trap Period (the "CAPITAL RESERVE ACCOUNT"), which may be a subaccount of the Cash Management Account. (b) On each Payment Date during the continuance of a Cash Trap Period, there shall be deposited into the Capital Reserve Account an amount equal to the remainderMonthly Capital Reserve Amount. (c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often that once per calendar month, except in respect of emergency Capital Expenditures for which shall not be less than zero, of (1) 4.00% of Property Gross Revenues for each Borrower has delivered to Lender a written request accompanied by a reasonably detailed description of the Properties for the four immediately preceding calendar quarters; PROVIDED that such percentage shall be 3.00% with respect emergency), Lender will cause disbursements to any Property at which a Renovation costing more than $1,000,000 (as evidenced by written documentation reasonably satisfactory in form and substance to the Agent) has been completed during the 12 consecutive month period ending on the applicable date of determination, MINUS (2) the aggregate cost of Capital Items that shall have been paid with respect to such Property during such four calendar quarters, which payments shall not have been funded from disbursements Borrower from the Capital Reserve Account to reimburse Borrower for Capital Expenditures; PROVIDED that: (i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable or will be due and payable within 30 days thereafter; (ii) Borrower shall deliver to Lender an Officer's Certificate confirming that all such costs have been previously paid by Borrower or will be paid from an Other Capital Reserve Accountthe proceeds of the requested disbursement; and (iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate, MINUS (2) a reasonably satisfactory site inspection, and (3) receipt of reasonably requested lien releases and waivers from any contractors, subcontractors and others with respect to such amounts. (d) Upon the aggregate termination of a Cash Trap Period, provided no Event of Default is then continuing, Lender shall remit to Borrower the amount deposited then contained in the Capital Reserve Account pursuant to this subsection 6.16A(i)(a) with respect to such four calendar quarter period (excluding all amounts required to be deposited during such four calendar quarter period but calculated with respect to a prior period), MINUS (4) if such Property is a Pool B Property, the aggregate amount, if any, that shall then have been deposited with respect to such Property in Other Capital Reserve Accounts pursuant to the requirements of the related Pool B Obligation for such calendar quarter or (b) if no Event of Default or Potential Event of Default then exists, the amount calculated pursuant to clause (a) above shall be included in Total Utilization; and (ii) deliver to the Agent an Officers' Certificate with respect to (a) the allocation of such amount among the Properties, which allocation shall reflect the amounts determined with respect to the Properties pursuant to the preceding clause (i), (b) the allocation of the resulting balance in the Capital Reserve Account among the Properties, which allocation shall reflect the allocation of all deposits in the Capital Reserve Account pursuant to this subsection 6.16A and all transfers therefrom pursuant to this subsection 6.16A and (c) the deposits in and withdrawals from each of the Other Capital Reserve Accounts during the preceding calendar quarter and the respective closing balances thereof. On or before the thirtieth day after the end of each calendar year, the Borrower shall deliver to the Agent an Officers' Certificate summarizing amounts withdrawn from the Capital Reserve Account during the preceding year and the application of such proceeds. So long as no Event of Default has occurred and is continuing, upon the Borrower's written request and not more frequently than once each month, (x) the Agent shall transfer funds to the Borrower then on deposit in the Capital Reserve Account for the payment of costs of Capital Items or for the deposit of funds into Other Capital Reserve Accounts, in the case of each such deposit an amount not greater than the amount of funds then required by the terms of the related Pool B Obligation to be so deposited; PROVIDED, HOWEVER, that the aggregate amount of such funds applied towards Capital Items from the Capital Reserve Account in respect of any Property shall not exceed the aggregate amount of funds deposited in the Capital Reserve Account in respect of such Property and (y) on the last day of the month next following the end of each calendar quarter, the aggregate amount to be reserved pursuant to clause (iv) of the definition of Total Utilization shall be reduced (to a number not less than zero) by an amount equal to the remainder of (1) the sum of the aggregate amount of expenditures for Capital Items during the preceding calendar quarter PLUS the aggregate amount of deposits into Other Capital Reserve Accounts during the preceding calendar, in each case in amounts not greater than the amount of funds then required by the terms of the related Pool B Obligation to be so deposited, MINUS (2) the sum of the aggregate amount of transfers pursuant to clause (x) above during such calendar quarter PLUS the aggregate amount of prior reductions pursuant to this subclause (2) during such calendar quarter; PROVIDED that the aggregate reduction in reserves in respect of any Property shall not exceed the aggregate amount reserved in respect of such Property. Together with each such request, the Borrower shall deliver to the Agent copies of bills and other documentation as may be reasonably required by the Agent to establish that such Capital Items or such deposits in such Other Capital Reserve Accounts, as the case may be, are then dueAccount.

Capital Reserve Account. On or before the last day of the month next following the end of each calendar quarter, commencing on January 31, 1997, the Borrower shall do the following: (i) either (a) deposit into Tenant shall pay to Landlord, for each ----------------------- calendar year following the Rent Commencement Date during the Term but not during any Renewal Term hereunder, thirty nine thousand four hundred and twenty six dollars ($39,426) (the "Reserve Contribution"). Tenant shall pay an additional twenty-five cents ($.25) for each square foot of 24 Hour Area (as defined below) beyond those shown on Exhibit C hereto. Tenant shall pay --------- one-twelfth of the Reserve Contribution on the first day of each month during such year. In no event shall Tenant be obligated to pay more than the Reserve Contribution set forth above. (b) Landlord shall use the Reserve Contribution funds and any interest earned thereon and maintain a segregated capital reserve account ("Capital Reserve") to pay the cost of any item which under generally accepted accounting principles is a capital expense, including lease payments for rental equipment which would constitute a capital expense if purchased rather than leased, and which relates to the maintenance, repair or cause replacement of the Building structure, the Building's roof or the Building Systems. The Capital Reserve funds may not be used for any costs incurred at the request of Tenant where the item requested is not a Landlord obligation under this Lease. Subject to be deposited into the foregoing, Landlord may draw on the Capital Reserve Account an amount equal to the remainderat its sole discretion, which shall not be less than zero, provided Landlord notifies Tenant within five (5) business days of (1) 4.00% of Property Gross Revenues for each of the Properties for the four immediately preceding calendar quarters; PROVIDED that any such percentage shall be 3.00% with respect to any Property at which a Renovation costing more than $1,000,000 (as evidenced by written documentation reasonably satisfactory in form and substance to the Agent) has been completed during the 12 consecutive month period ending on the applicable date of determination, MINUS (2) the aggregate cost of Capital Items that shall have been paid with respect to such Property during such four calendar quarters, which payments shall not have been funded from disbursements from the draw. If Landlord's Capital Reserve Account or from an Other Capital expenditures exceed in any Lease Year the Tenant's Reserve AccountContribution for such year, MINUS (3) the aggregate amount deposited Landlord may use funds in the Capital Reserve Account pursuant to this subsection 6.16A(i)(a) with respect to such four calendar quarter period (excluding all amounts required to be deposited during such four calendar quarter period but calculated with respect to a prior period), MINUS (4) if such Property is a Pool B Property, the aggregate amount, if any, that shall then have been deposited with respect to such Property in Other reimburse itself for Capital Reserve Accounts pursuant deficiencies in prior years or accumulate such funds in subsequent years to pay costs permitted under this Section 3.5. Landlord shall furnish to Tenant an annual statement accounting for the requirements of the related Pool B Obligation for such calendar quarter or (b) if no Event of Default or Potential Event of Default then exists, the amount calculated pursuant to clause (a) above shall be included in Total Utilization; and (ii) deliver to the Agent an Officers' Certificate with respect to (a) the allocation of such amount among the Properties, which allocation shall reflect the amounts determined with respect to the Properties pursuant to the preceding clause (i), (b) the allocation of the resulting balance funds in the Capital Reserve Account among and any contributions or expenditures related thereto. Upon the Propertiestermination or expiration of this Lease and provided Landlord is not in default hereunder, which allocation Landlord shall reflect the allocation of be entitled to all deposits outstanding amounts in the Capital Reserve Account pursuant to this subsection 6.16A and all transfers therefrom pursuant to this subsection 6.16A and (c) the deposits in and withdrawals from each as of the Other Capital Reserve Accounts during the preceding calendar quarter and the respective closing balances thereof. On or before the thirtieth day after the end of each calendar year, the Borrower shall deliver to the Agent an Officers' Certificate summarizing amounts withdrawn from the Capital Reserve Account during the preceding year and the application date of such proceedstermination or expiration. So long as no Event of Default has occurred and is continuingIf such termination results from Landlord's default, upon the Borrower's written request and not more frequently than once each month, (x) the Agent Tenant shall transfer funds be entitled to the Borrower then on deposit all outstanding amounts in the Capital Reserve Account for the payment of costs of Capital Items or for the deposit of funds into Other Capital Reserve Accounts, in the case of each such deposit an amount not greater than the amount of funds then required by the terms of the related Pool B Obligation to be so deposited; PROVIDED, HOWEVER, that the aggregate amount of such funds applied towards Capital Items from the Capital Reserve Account in respect of any Property shall not exceed the aggregate amount of funds deposited in the Capital Reserve Account in respect of such Property and (y) on the last day of the month next following the end of each calendar quarter, the aggregate amount to be reserved pursuant to clause (iv) of the definition of Total Utilization shall be reduced (to a number not less than zero) by an amount equal to the remainder of (1) the sum of the aggregate amount of expenditures for Capital Items during the preceding calendar quarter PLUS the aggregate amount of deposits into Other Capital Reserve Accounts during the preceding calendar, in each case in amounts not greater than the amount of funds then required by the terms of the related Pool B Obligation to be so deposited, MINUS (2) the sum of the aggregate amount of transfers pursuant to clause (x) above during such calendar quarter PLUS the aggregate amount of prior reductions pursuant to this subclause (2) during such calendar quarter; PROVIDED that the aggregate reduction in reserves in respect of any Property shall not exceed the aggregate amount reserved in respect of such Property. Together with each such request, the Borrower shall deliver to the Agent copies of bills and other documentation as may be reasonably required by the Agent to establish that such Capital Items or such deposits in such Other Capital Reserve Accounts, as the case may be, are then dueReserve.

Capital Reserve Account. On or before Subject to Section 4.2 above, Commencing on the last first day of the month next eleventh (11th) Lease Year, and continuing on the first day of every Lease Year until the twentieth (20th) Lease Year, Tenant shall remit the sum of Fifty Thousand Dollars ($50,000.00) to Landlord to be held by Landlord as a capital reserve account (the “Capital Reserve Account”) for the future payment of costs and expenses which may be incurred by Landlord following the end Term for the replacement of each calendar quarterroofs, commencing on January 31chimneys, 1997gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and doorways, windows, elevators and mechanical and HVAC equipment. Notwithstanding Tenant’s funding of the Borrower Capital Reserve Account, Tenant shall do not be relieved of its obligation to repair and maintain the following: (i) either (a) deposit into Premises as provided herein at its sole cost and expense throughout the Term without any use of the funds held in the Capital Reserve Account, and Tenant shall at no time have any claim to or cause to be deposited into interest in the funds held in the Capital Reserve Account an amount equal to compensate or otherwise reimburse Tenant for making repairs or replacements required of Tenant hereunder. Upon the remainder, which shall not be less than zero, of (1) 4.00% of Property Gross Revenues for each expiration of the Properties Term, Landlord shall retain the Capital Reserve Account for purposes of making capital improvements or replacements on the four immediately preceding calendar quarters; PROVIDED that such percentage Property. Notwithstanding the forgoing, if Tenant exercises its first option to extend the Lease Term under Section 3.2 above, then Tenant shall be 3.00% with respect entitled to any Property at which a Renovation costing more than $1,000,000 (as evidenced by written documentation reasonably satisfactory in form and substance to the Agent) has been completed during the 12 consecutive month period ending on the applicable date of determination, MINUS (2) the aggregate cost of Capital Items that shall have been paid with respect to such Property during such four calendar quarters, which payments shall not have been funded from disbursements from the Capital Reserve Account or from an Other Capital Reserve Accountto solely reimburse Tenant for the cost of replacement of capital items, MINUS which shall be previously approved by Landlord in writing (3) the aggregate amount deposited in the Capital Reserve Account pursuant to this subsection 6.16A(i)(a) with respect to such four calendar quarter period (excluding all amounts required not to be deposited during such four calendar quarter period but calculated with respect to a prior periodunreasonably withheld, conditioned, or delayed), MINUS during the first Option Period. Funds shall be disbursed to Tenant upon presentation to Landlord of (4a) if such Property is a Pool B Propertycopies of paid invoices, the aggregate amount(b) lien waivers from Tenant’s contractor, if any, that shall then have been deposited with respect to such Property in Other Capital Reserve Accounts pursuant to the requirements of the related Pool B Obligation for such calendar quarter or (b) if no Event of Default or Potential Event of Default then exists, the amount calculated pursuant to clause (a) above shall be included in Total Utilization; and (ii) deliver to the Agent an Officers' Certificate with respect to (a) the allocation of such amount among the Properties, which allocation shall reflect the amounts determined with respect to the Properties pursuant to the preceding clause (i), (b) the allocation of the resulting balance in the Capital Reserve Account among the Properties, which allocation shall reflect the allocation of all deposits in the Capital Reserve Account pursuant to this subsection 6.16A and all transfers therefrom pursuant to this subsection 6.16A and (c) the deposits in and withdrawals from each of the Other Capital Reserve Accounts during the preceding calendar quarter and the respective closing balances thereof. On or before the thirtieth day after the end of each calendar year, the Borrower shall deliver to the Agent an Officers' Certificate summarizing amounts withdrawn from the Capital Reserve Account during the preceding year and the application of such proceeds. So long as no Event of Default has occurred and is continuing, upon the Borrower's written request and not more frequently than once each month, (x) the Agent shall transfer funds to the Borrower then on deposit in the Capital Reserve Account for the payment of costs of Capital Items or for the deposit of funds into Other Capital Reserve Accounts, in the case of each such deposit an amount not greater than the amount of funds then required by the terms of the related Pool B Obligation to be so deposited; PROVIDED, HOWEVER, that the aggregate amount of such funds applied towards Capital Items from the Capital Reserve Account in respect of any Property shall not exceed the aggregate amount of funds deposited in the Capital Reserve Account in respect of such Property and (y) on the last day of the month next following the end of each calendar quarter, the aggregate amount to be reserved pursuant to clause (iv) of the definition of Total Utilization shall be reduced (to a number not less than zero) by an amount equal to the remainder of (1) the sum of the aggregate amount of expenditures for Capital Items during the preceding calendar quarter PLUS the aggregate amount of deposits into Other Capital Reserve Accounts during the preceding calendar, in each case in amounts not greater than the amount of funds then required by the terms of the related Pool B Obligation to be so deposited, MINUS (2) the sum of the aggregate amount of transfers pursuant to clause (x) above during such calendar quarter PLUS the aggregate amount of prior reductions pursuant to this subclause (2) during such calendar quarter; PROVIDED that the aggregate reduction in reserves in respect of any Property shall not exceed the aggregate amount reserved in respect of such Property. Together with each such request, the Borrower shall deliver to the Agent copies of bills and other documentation as may be reasonably required requested by Landlord. Landlord has no obligation to deliver any additional funds to Tenant for any repair or work within the Agent to establish that such Capital Items or such deposits Premises during the Term except for the funds in such Other the Capital Reserve Accounts, Account as the case may be, are then duespecifically provided in this Section.