Common use of Conditions to Disbursements from Cash Trap Account Clause in Contracts

Conditions to Disbursements from Cash Trap Account. Each disbursement from a Cash Trap Account is subject to the satisfaction of each of the following conditions: (i) Disbursements shall be utilized solely for Real Estate Taxes, Insurance Premiums, Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures and shall be in an amount no greater than the actual cost of such Real Estate Taxes or Insurance Premiums, Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures to the extent not theretofore paid from Operating Income; (ii) Disbursements for Approved Capital Expenditures, Approved Leasing Expenditures and Extraordinary Capital or Leasing Expenditures shall not be made more frequently than monthly, and each disbursement (if any) shall be in an amount not less than $25,000.00 (unless the disbursement represents the final disbursement for a particular Approved Capital Expenditure or Approved Leasing Expenditure); (iii) Not less than ten (10) days prior to the requested funding date for a disbursement, the Administrative Agent shall have received a written request for such disbursement executed by an Authorized Officer, which request shall specify the date on which the Borrower requests the disbursement to be made and the Person(s) or account(s) to whom such disbursement should be made (such duly completed request is referred to herein as a “Disbursement Request”); (iv) Not less than ten (10) days prior to each disbursement for Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures, the Administrative Agent shall have received, reviewed and approved (A) a certificate executed by the Borrower, or, if such Person was engaged for such work, the Borrower’s architect or engineer, as applicable, certifying that, to the knowledge of such Person, the work for which such disbursement is being requested has been completed to the percentage of completion specified in the Disbursement Request substantially in accordance with the applicable plans and specifications therefor and in a good and workmanlike manner; (B) sworn statements and conditional lien waivers from all contractors, subcontractors and materialmen with respect to such work; (C) sworn statements and final lien waivers from all contractors and subcontractors and materialmen with respect to work theretofore completed and for which a disbursement was made to the Borrower in a prior month; (D) copies of paid invoices for prior disbursements and open invoices for requested disbursements, and an all bills paid affidavit from the Borrower; (E) with respect to the final payment for a work of improvement, certificates of occupancy (or similar documentation), as required by Applicable Law, relating to the work for which such disbursement is being made; and (F) such other supporting documentation as may be reasonably required by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, in lieu of complying with the requirements in clauses (A) through (F) above with respect to any requested disbursement for Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures which consists of leasing commissions or sums due pursuant to any contract or subcontract providing for an aggregate contract sum of not more than $50,000, the Borrower may, not less than ten (10) days prior to the requested funding date for any disbursement on account thereof, deliver to the Administrative Agent, together with (or as part of) its Disbursement Request, a certificate executed by an Authorized Officer on behalf of the Borrower certifying that such sums so requested are due and payable and are Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures which have been incurred in compliance with this Agreement and containing copies of the relevant invoices, contracts or other back-up documentation to confirm that such sums are then owing; and (v) Based on the most recent reconciliation report delivered by the Borrower pursuant to Section 8.01(e)(iii) prior to the delivery of such Disbursement Request (or, if the most recent such report has not been delivered pursuant to such section or article, based on such other information as the Administrative Agent shall determine in its reasonable discretion), the results from the operations of the Projects for the month and year-to-date covered by such reconciliation report shall be equal to or better than the results contemplated by the Approved Annual Budget for such month and year-to-date, except for Extraordinary Capital or Leasing Expenditures or other expenses or items approved by the Administrative Agent.

Conditions to Disbursements from Cash Trap Account. Each disbursement from a Cash Trap Account is subject to the satisfaction of each of the following conditions: (i) Disbursements shall be utilized solely for Real Estate Taxes, Insurance Premiums, Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures and shall be in an amount no greater than the actual cost of such Real Estate Taxes or Insurance Premiums, Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures to the extent not theretofore paid from Operating Income; (ii) Disbursements for Approved Capital Expenditures, Approved Leasing Expenditures and Extraordinary Capital or Leasing Expenditures shall not be made more frequently than monthly, and each disbursement (if any) shall be in an amount not less than $25,000.00 (unless the disbursement represents the final disbursement for a particular Approved Capital Expenditure or Approved Leasing Expenditure); (iii) Not less than ten (10) days prior to the requested funding date for a disbursement, the Administrative Agent shall have received a written request for such disbursement executed by an Authorized OfficerOfficer on behalf of the Borrower, which request shall specify the date on which the Borrower requests the disbursement to be made and the Person(s) or account(s) to whom such disbursement should be made (such duly completed request is referred to herein as a “Disbursement Request”); (iv) Not less than ten (10) days prior to each disbursement for Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures, the Administrative Agent shall have received, reviewed and approved (A) a certificate executed by the Borrower, or, if such Person was engaged for such work, the Borrower’s architect or engineer, as applicable, certifying that, to the knowledge of such Person, the work for which such disbursement is being requested has been completed to the percentage of completion specified in the Disbursement Request substantially in accordance with the applicable plans and specifications therefor and in a good and workmanlike manner; (B) sworn statements and conditional lien waivers from all contractors, subcontractors and materialmen with respect to such work; (C) sworn statements and final lien waivers from all contractors and subcontractors and materialmen with respect to work theretofore completed and for which a disbursement was made to the Borrower in a prior month; (D) copies of paid invoices for prior disbursements and open invoices for requested disbursements, and an all bills paid affidavit from the Borrower; (E) with respect to the final payment for a work of improvement, certificates of occupancy (or similar documentation), as required by Applicable Law, relating to the work for which such disbursement is being made; and (F) such other supporting documentation as may be reasonably required by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, in lieu of complying with the requirements in clauses (A) through (F) above with respect to any requested disbursement for Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures which consists of leasing commissions or sums due pursuant to any contract or subcontract providing for an aggregate contract sum of not more than $50,000, the Borrower may, not less than ten (10) days prior to the requested funding date for any disbursement on account thereof, deliver to the Administrative Agent, together with (or as part of) its Disbursement Request, a certificate executed by an Authorized Officer on behalf of the Borrower certifying that such sums so requested are due and payable and are Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures which have been incurred in compliance with this Agreement and containing copies of the relevant invoices, contracts or other back-up documentation to confirm that such sums are then owing; and (v) Based on the most recent reconciliation report delivered by the Borrower pursuant to Section 8.01(e)(iii) prior to the delivery of such Disbursement Request (or, if the most recent such report has not been delivered pursuant to such section or article, based on such other information as the Administrative Agent shall determine in its reasonable discretion), the results from the operations of the Projects for the month and year-to-date covered by such reconciliation report shall be equal to or better than the results contemplated by the Approved Annual Budget for such month and year-to-date, except for Extraordinary Capital or Leasing Expenditures or other expenses or items approved by the Administrative Agent.

Conditions to Disbursements from Cash Trap Account. Each disbursement from a Cash Trap Account is subject to the satisfaction of each of the following conditions: (i) Disbursements shall be utilized solely for Real Estate Taxes, Insurance Premiums, Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures and shall be in an amount no greater than the actual cost of such Real Estate Taxes or Insurance Premiums, Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures to the extent not theretofore paid from Operating Income; (ii) Disbursements for Approved Capital Expenditures, Approved Leasing Expenditures and Extraordinary Capital or Leasing Expenditures shall not be made more frequently than monthly, and each disbursement (if any) shall be in an amount not less than $25,000.00 (unless the disbursement represents the final disbursement for a particular Approved Capital Expenditure or Approved Leasing Expenditure); (iii) Not less than ten (10) days prior to the requested funding date for a disbursement, the Administrative Agent shall have received a written request for such disbursement executed by an Authorized Officer, which request shall specify the date on which the Borrower or the Westwood Place Borrower requests the disbursement to be made and the Person(s) or account(s) to whom such disbursement should be made (such duly completed request is referred to herein as a “Disbursement Request”); (iv) Not less than ten (10) days prior to each disbursement for Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures, the Administrative Agent shall have received, reviewed and approved (A) a certificate executed by the Borrower or the Westwood Place Borrower, as applicable, or, if such Person was engaged for such work, the Borrower’s or the Westwood Place Borrower’s architect or engineer, as applicable, certifying that, to the knowledge of such Person, the work for which such disbursement is being requested has been completed to the percentage of completion specified in the Disbursement Request substantially in accordance with the applicable plans and specifications therefor and in a good and workmanlike manner; (B) sworn statements and conditional lien waivers from all contractors, subcontractors and materialmen with respect to such work; (C) sworn statements and final lien waivers from all contractors and subcontractors and materialmen with respect to work theretofore completed and for which a disbursement was made to the Borrower or the Westwood Place Borrower, as applicable, in a prior month; (D) copies of paid invoices for prior disbursements and open invoices for requested disbursements, and an all bills paid affidavit from the Borrower or the Westwood Place Borrower, as applicable; (E) with respect to the final payment for a work of improvement, certificates of occupancy (or similar documentation), as required by Applicable Law, relating to the work for which such disbursement is being made; and (F) such other supporting documentation as may be reasonably required by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, in lieu of complying with the requirements in clauses (A) through (F) above with respect to any requested disbursement for Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures which consists of leasing commissions or sums due pursuant to any contract or subcontract providing for an aggregate contract sum of not more than $50,000, the Borrower may, not less than ten (10) days prior to the requested funding date for any disbursement on account thereof, deliver to the Administrative Agent, together with (or as part of) its Disbursement Request, a certificate executed by an Authorized Officer on behalf of the Borrower certifying that such sums so requested are due and payable and are Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures which have been incurred in compliance with this Agreement and containing copies of the relevant invoices, contracts or other back-up documentation to confirm that such sums are then owing; and (v) Based on the most recent reconciliation report delivered by the Borrower pursuant to Section 8.01(e)(iii) and Article VIIIA prior to the delivery of such Disbursement Request (or, if the most recent such report has not been delivered pursuant to such section or article, based on such other information as the Administrative Agent shall determine in its reasonable discretion), the results from the operations of the Projects for the month and year-to-date covered by such reconciliation report shall be equal to or better than the results contemplated by the Approved Annual Budget for such month and year-to-date, except for Extraordinary Capital or Leasing Expenditures or other expenses or items approved by the Administrative Agent.

Conditions to Disbursements from Cash Trap Account. Each disbursement from a Cash Trap Account is subject to the satisfaction of each of the following conditions: (i) Disbursements shall be utilized solely for Real Estate Taxes, Insurance Premiums, Approved Capital Expenditures, Approved Leasing Expenditures or and Extraordinary Capital or Leasing Expenditures and shall be in an amount no greater than the actual cost of such Real Estate Taxes or Insurance Premiums, Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures to the extent not theretofore paid from Operating Income; (ii) Disbursements for Approved Capital Expenditures, Approved Leasing Expenditures and Extraordinary Capital or Leasing Expenditures shall not be made more frequently than monthly, and each disbursement (if any) shall be in an amount not less than $25,000.00 (unless the disbursement represents the final disbursement for a particular Approved Capital Expenditure or Approved Leasing Expenditure); (iii) Not less than ten (10) days prior to the requested funding date for a disbursement, the Administrative Agent shall have received a written request for such disbursement executed by an Authorized OfficerOfficer on behalf of the Borrower, which request shall specify the date on which the Borrower requests the disbursement to be made and the Person(s) or account(s) to whom such disbursement should be made (such duly completed request is referred to herein as a “Disbursement Request”); (iv) Not less than ten (10) days prior to each disbursement for Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures, the Administrative Agent shall have received, reviewed and approved (A) a certificate executed by the Borrower, or, if such Person was engaged for such work, the Borrower’s architect or engineer, as applicable, certifying that, to the knowledge of such Person, the work for which such disbursement is being requested has been completed to the percentage of completion specified in the Disbursement Request substantially in accordance with the applicable plans and specifications therefor and in a good and workmanlike manner; (B) sworn statements and conditional lien waivers from all contractors, subcontractors and materialmen with respect to such work; (C) sworn statements and final lien waivers from all contractors and subcontractors and materialmen with respect to work theretofore completed and for which a disbursement was made to the Borrower in a prior month; (D) copies of paid invoices for prior disbursements and open invoices for requested disbursements, and an all bills paid affidavit from the Borrower; (E) with respect to the final payment for a work of improvement, certificates of occupancy (or similar documentation), as required by Applicable Law, relating to the work for which such disbursement is being made; and (F) such other supporting documentation as may be reasonably required by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, in lieu of complying with the requirements in clauses (A) through (F) above with respect to any requested disbursement for Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures which consists of leasing commissions or sums due pursuant to any contract or subcontract providing for an aggregate contract sum of not more than $50,000, the Borrower may, not less than ten (10) days prior to the requested funding date for any disbursement on account thereof, deliver to the Administrative Agent, together with (or as part of) its Disbursement Request, a certificate executed by an Authorized Officer on behalf of the Borrower certifying that such sums so requested are due and payable and are Approved Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures which have been incurred in compliance with this Agreement and containing copies of the relevant invoices, contracts or other back-up documentation to confirm that such sums are then owing; and (v) Based on the most recent reconciliation report delivered by the Borrower pursuant to Section 8.01(e)(iii) prior to the delivery of such Disbursement Request (or, if the most recent such report has not been delivered pursuant to such section or article, based on such other information as the Administrative Agent shall determine in its reasonable discretion), the results from the operations of the Projects for the month and year-to-date covered by such reconciliation report shall be equal to or better than the results contemplated by the Approved Annual Budget for such month and year-to-date, except for Extraordinary Capital or Leasing Expenditures or other expenses or items approved by the Administrative Agent.