Common use of Debt Service Reserve Clause in Contracts

Debt Service Reserve. On the Closing Date, Prior Owner deposited with Lender the amount of $1,000,000.00, which amount so deposited with Lender, together with any additional deposits with Lender pursuant to Section 2.5.2(b)(vi)(A) hereof, shall be held by Lender in accordance with Section 7.5 hereof. As of the Assumption Date, the amount held in the Debt Service Reserve Fund is $88.55. Amounts so deposited shall hereinafter be referred to as Borrower’s “Debt Service Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Debt Service Reserve Account”. Provided no Event of Default exists and is continuing, in the event on any Payment Date the funds available in the Cash Management Account for application on such Payment Date pursuant to Section 2.5.2(b)(ii) are not sufficient to fund the Monthly Debt Service Amount on such Payment Date in full (the amount of insufficiency being herein referred to as the “Payment Date Deficiency” for such Payment Date), then to the extent of funds available in the Debt Service Reserve Account, Lender shall authorize the transfer on such Payment Date from the Debt Service Reserve Account to the Cash Management Account, for application on such Payment Date pursuant to Section 2.5.2(b)(ii) to satisfy the Payment Date Deficiency. To the extent sufficient amounts are available in the Debt Service Reserve Account in accordance with this Section 7.4.3 and Lender is required hereunder to so authorize a transfer on such Payment Date of funds from the Debt Service Reserve Account to the Cash Management Account to satisfy the Payment Date Deficiency but Lender fails to so authorize the same, it shall not be a default or an Event of Default if such Payment Date Deficiency is not paid due to such failure by Lender and, accordingly, no late charges or default interest shall be payable by Borrower. When the Property shall have achieved the Debt Service Coverage Ratio Threshold, then provided no Event of Default exists and is continuing, the balance of the Debt Service Reserve Fund shall be disbursed to Borrower. The Debt Service Coverage Ratio shall be determined as of the end of each calendar quarter upon receipt by Lender from Borrower of such information and documentation concerning operating results at the Property as Lender may reasonably require to determine the same.

Debt Service Reserve. On the Closing Datedate hereof, Prior Owner deposited Borrower shall deposit with Lender the amount of $1,000,000.00, which 4,500,000 for the purpose of creating a reserve for potential shortfalls in the amount so deposited with Lender, together with any additional deposits with of Rents being available to meet Borrower’s obligation to pay the Monthly Debt Service Payment Amounts due hereunder. Lender shall cause such amount to be transferred to a Subaccount (the “Debt Service Reserve Subaccount”). To the extent there are insufficient Rents to pay the Monthly Debt Service Payment Amount pursuant to Section 2.5.2(b)(vi)(A) hereof, shall be held by Lender in accordance with Section 7.5 hereof. As of the Assumption 3.11 hereof on such Payment Date, the amount provided no Event of Default is continuing, Lender shall disburse to itself funds held in the Debt Service Reserve Fund is $88.55. Amounts so deposited Subaccount to pay such Monthly Debt Service Payment Amount (or the applicable portion thereof), and such disbursement shall hereinafter be referred to as credited towards Borrower’s “obligation to pay the Monthly Debt Service Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Debt Service Reserve Account”. Provided no Event of Default exists and is continuing, in the event on Payment Amount (or any Payment Date the funds available in the Cash Management Account for application portion thereof) due on such Payment Date pursuant to Section 2.5.2(b)(ii) are not sufficient to fund the Monthly Debt Service Amount 2.2.1 hereof. Any funds remaining on such Payment Date in full (the amount of insufficiency being herein referred to as the “Payment Date Deficiency” for such Payment Date), then to the extent of funds available in the Debt Service Reserve Account, Lender shall authorize the transfer on such Payment Date from the Debt Service Reserve Account to the Cash Management Account, for application on such Payment Date pursuant to Section 2.5.2(b)(ii) to satisfy the Payment Date Deficiency. To the extent sufficient amounts are available deposit in the Debt Service Reserve Account in accordance with this Section 7.4.3 and not previously disbursed or applied shall be released to Borrower upon the date on which Lender is required hereunder to so authorize has determined that the Property has achieved a transfer on such Payment Date Debt Service Coverage Ratio of at least 1.10:1 for two (2) consecutive Calculation Dates. In calculating the Debt Service Coverage Ratio solely for purposes of determining whether or not funds may be released from the Debt Service Reserve Account to Subaccount as contemplated by the Cash Management Account to satisfy preceding sentence, the Payment Date Deficiency but Lender fails to so authorize the same, it shall not be a default or an Event Net Operating Income component of Default if such Payment Date Deficiency is not paid due to such failure by Lender and, accordingly, no late charges or default interest calculation shall be computed without taking into account the rent payable by Borrower. When under any Leases which have an expiration date of December 31, 2009 or earlier, unless the Property shall have achieved space covered under any such Lease has been re-tenanted (for a term that has commenced on or before January 1, 2010 and extends to at least January 1, 2010) pursuant to a fully executed and binding Lease that has been entered into in accordance with the Debt Service Coverage Ratio Threshold, then provided no Event of Default exists and is continuing, the balance of the Debt Service Reserve Fund shall be disbursed to Borrower. The Debt Service Coverage Ratio shall be determined as of the end of each calendar quarter upon receipt by Lender from Borrower of such information and documentation concerning operating results at the Property as Lender may reasonably require to determine the sameLoan Documents.

Debt Service Reserve. On the Closing Datedate hereof, Prior Owner deposited Borrower shall deposit with Lender the amount of $1,000,000.00, which 3,000,000 for the purpose of creating a reserve for potential shortfalls in the amount so deposited with Lender, together with any additional deposits with of Rents being available to meet Borrower’s obligation to pay the Monthly Debt Service Payment Amounts due hereunder. Lender shall cause such amount to be transferred to a Subaccount (the “Debt Service Reserve Subaccount”). To the extent there are insufficient Rents to pay the Monthly Debt Service Payment Amount pursuant to Section 2.5.2(b)(vi)(A) hereof, shall be held by Lender in accordance with Section 7.5 hereof. As of the Assumption 3.11 hereof on such Payment Date, the amount provided no Event of Default is continuing, Lender shall disburse to itself funds held in the Debt Service Reserve Fund is $88.55. Amounts so deposited Subaccount to pay such Monthly Debt Service Payment Amount (or the applicable portion thereof), and such disbursement shall hereinafter be referred to as credited towards Borrower’s “obligation to pay the Monthly Debt Service Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Debt Service Reserve Account”. Provided no Event of Default exists and is continuing, in the event on Payment Amount (or any Payment Date the funds available in the Cash Management Account for application portion thereof) due on such Payment Date pursuant to Section 2.5.2(b)(ii) are not sufficient to fund the Monthly Debt Service Amount 2.2.1 hereof. Any funds remaining on such Payment Date in full (the amount of insufficiency being herein referred to as the “Payment Date Deficiency” for such Payment Date), then to the extent of funds available in the Debt Service Reserve Account, Lender shall authorize the transfer on such Payment Date from the Debt Service Reserve Account to the Cash Management Account, for application on such Payment Date pursuant to Section 2.5.2(b)(ii) to satisfy the Payment Date Deficiency. To the extent sufficient amounts are available deposit in the Debt Service Reserve Account in accordance with this Section 7.4.3 and not previously disbursed or applied shall be released to Borrower upon the date on which Lender is required hereunder to so authorize has determined that the Property has achieved a transfer on such Payment Date Debt Service Coverage Ratio of at least 1.10:1 for two (2) consecutive Calculation Dates. In calculating the Debt Service Coverage Ratio solely for purposes of determining whether or not funds may be released from the Debt Service Reserve Account to Subaccount as contemplated by the Cash Management Account to satisfy preceding sentence, the Payment Date Deficiency but Lender fails to so authorize the same, it shall not be a default or an Event Net Operating Income component of Default if such Payment Date Deficiency is not paid due to such failure by Lender and, accordingly, no late charges or default interest calculation shall be computed without taking into account the rent payable by Borrower. When under any Leases which have an expiration date of December 31, 2009 or earlier, unless the Property shall have achieved space covered under any such Lease has been re-tenanted (for a term that has commenced on or before January 1, 2010 and extends to at least January 1, 2010) pursuant to a fully executed and binding Lease that has been entered into in accordance with the Debt Service Coverage Ratio Threshold, then provided no Event of Default exists and is continuing, the balance of the Debt Service Reserve Fund shall be disbursed to Borrower. The Debt Service Coverage Ratio shall be determined as of the end of each calendar quarter upon receipt by Lender from Borrower of such information and documentation concerning operating results at the Property as Lender may reasonably require to determine the sameLoan Documents.

Debt Service Reserve. On the Closing Date, Prior Owner deposited with Lender the amount of $1,000,000.002,000,000.00, which amount so deposited with Lender, together with any additional deposits with Lender pursuant to Section 2.5.2(b)(vi)(A) hereof, shall be held by Lender in accordance with Section 7.5 hereof. As of the Assumption Date, the amount held in the Debt Service Reserve Fund is $88.551,203,091.30. Amounts so deposited shall hereinafter be referred to as Borrower’s “Debt Service Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Debt Service Reserve Account”. Provided no Event of Default exists and is continuing, in the event on any Payment Date the funds available in the Cash Management Account for application on such Payment Date pursuant to Section 2.5.2(b)(ii) are not sufficient to fund the Monthly Debt Service Amount on such Payment Date in full (the amount of insufficiency being herein referred to as the “Payment Date Deficiency” for such Payment Date), then to the extent of funds available in the Debt Service Reserve Account, Lender shall authorize the transfer on such Payment Date from the Debt Service Reserve Account to the Cash Management Account, for application on such Payment Date pursuant to Section 2.5.2(b)(ii) to satisfy the Payment Date Deficiency. To the extent sufficient amounts are available in the Debt Service Reserve Account in accordance with this Section 7.4.3 and Lender is required hereunder to so authorize a transfer on such Payment Date of funds from the Debt Service Reserve Account to the Cash Management Account to satisfy the Payment Date Deficiency but Lender fails to so authorize the same, it shall not be a default or an Event of Default if such Payment Date Deficiency is not paid due to such failure by Lender and, accordingly, no late charges or default interest shall be payable by Borrower. When the Property shall have achieved the Debt Service Coverage Ratio Threshold, then provided no Event of Default exists and is continuing, the balance of the Debt Service Reserve Fund shall be disbursed to Borrower. The Debt Service Coverage Ratio shall be determined as of the end of each calendar quarter upon receipt by Lender from Borrower of such information and documentation concerning operating results at the Property as Lender may reasonably require to determine the same.

Debt Service Reserve. On the Closing Date, Prior Owner deposited with Lender the amount of $1,000,000.00, which amount so deposited with Lender, together with any additional deposits with Lender pursuant to Section 2.5.2(b)(vi)(A) date hereof, Borrower shall be held by deposit $400,000.00 into the Debt Service Reserve Subaccount (as hereinafter defined) for the purpose of funding a reserve to provide an additional source for the payment of shortfalls in any payments required under Section 3.10(a)(i) – (vii) above at such time as when the operating income at the Property is insufficient to make such payment. Lender will transfer the deposit into a Subaccount (the “Debt Service Reserve Subaccount”) and shall disburse such amounts for such required payments as Lender deems necessary. Notwithstanding the above, at no time shall any disbursement from the Debt Service Reserve Subaccount exceed the Monthly Debt Service Payment Amount for the Payment Date in accordance with Section 7.5 hereofwhich the shortfall has occurred. As of the Assumption Date, the amount held Amounts on deposit in the Debt Service Reserve Fund is $88.55Subaccount shall be additional security and collateral for the Debt. Amounts so deposited shall hereinafter be referred to as Borrower’s “Any amounts in the Debt Service Reserve Fund” and Subaccount exceeding $200,000 shall be disbursed to Borrower upon the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Debt Service Reserve Account”. Provided satisfaction by Borrower of the following conditions: (a) there is no Event of Default exists continuing, (b) an Approved Tenant has executed a Lease, under terms wholly acceptable to Lender, (c) an Approved Tenant has begun paying Rent under its Lease on or prior to December 31, 2005, (d) Borrower submits to Lender a written request for disbursement, which shall be accompanied by an estoppel agreement executed by Approved Tenant, and in form reasonably acceptable to Lender, certifying that (1) Approved Tenant has accepted and is continuingin possession of the leased premises (2) Approved Tenant has commenced paying Rent under the Lease on or prior to December 31, 2005 and (3) there are no Rent abatements, landlord concessions, or tenant improvement work to be completed and all current obligations of the Borrower as landlord under the Lease have been completed (subsections (a)-(d) hereof collectively being known as the “Tenant Occupancy Requirements”) and (e) all amounts in the event on any Payment Date Vacant Suites Lease Reserve Subaccount (as defined in Section 3.13 hereof) have been disbursed to Borrower or applied against the funds available in the Cash Management Account for application on such Payment Date pursuant to Section 2.5.2(b)(iiDebt (subsections (a)-(e) are not sufficient to fund the Monthly Debt Service Amount on such Payment Date in full (the amount of insufficiency being herein hereof collectively referred to as the “Payment Date Deficiency” for such Payment DateDebt Service Release Requirements”). If the Debt Service Release Requirements are not satisfied on or prior to December 31, then 2005, the Interest Rate shall be increased by seven (7) basis points (0.07%) and the Borrower shall be given an extension until March 1,2006 to complete the extent Debt Service Release Requirements. If, as of funds available March 1, 2006, the Borrower has not satisfied the Debt Service Release Requirements, and there is no Event of Default continuing, any amounts in the Debt Service Reserve Account, Lender shall authorize the transfer on such Payment Date from the Debt Service Reserve Account to the Cash Management Account, for application on such Payment Date pursuant to Section 2.5.2(b)(ii) to satisfy the Payment Date Deficiency. To the extent sufficient amounts are available in the Debt Service Reserve Account in accordance with this Section 7.4.3 and Lender is required hereunder to so authorize a transfer on such Payment Date of funds from the Debt Service Reserve Account to the Cash Management Account to satisfy the Payment Date Deficiency but Lender fails to so authorize the same, it shall not be a default or an Event of Default if such Payment Date Deficiency is not paid due to such failure by Lender and, accordingly, no late charges or default interest shall be payable by Borrower. When the Property shall have achieved the Debt Service Coverage Ratio Threshold, then provided no Event of Default exists and is continuing, the balance of the Debt Service Reserve Fund Subaccount exceeding $200,000 shall be disbursed to Borrower. The Further, at such time as Tenant Long’s Drug Stores California, Inc. (“Long’s”) has commenced its lease term, and if all amounts in the Vacant Suites Lease Reserve Subaccount have been disbursed to Borrower or applied against the Debt, Borrower shall have the right to receive a one-time disbursement of all of the funds remaining on deposit in the Debt Service Coverage Ratio Reserve Subaccount upon the satisfaction by Borrower of the following conditions: ((a) there is no Event of Default continuing, and (b) Borrower submits to Lender a written request for disbursement, which shall be determined as of accompanied by an estoppel agreement executed by Borrower, in form reasonably acceptable to Lender, stating that Long’s has accepted its space, is currently paying rent, and Borrower has completed all requirements for tenant improvements under the end of each calendar quarter upon receipt by Lender from Borrower of such information and documentation concerning operating results at the Property as Lender may reasonably require to determine the sameLong’s Lease.

Debt Service Reserve. On Concurrently with the Closing Datemalcing of the Loan, Prior Owner deposited with Lender shall deposit into the Account the amount of $1,000,000.00the Debt Service Reserve, which amount so deposited with Lender, together with any additional deposits with Lender pursuant to Section 2.5.2(b)(vi)(A) hereof, Debt Service Reserve shall be held by Lender in accordance with Section 7.5 hereofas additional security for Borrower's obligations under the Loan Documents. As of Lender shall not be deemed a trustee as to the Assumption Date, the amount held in Debt Service Reserve. Lender shall be entitled to draw on the Debt Service Reserve Fund is $88.55. Amounts so deposited shall hereinafter be referred one or more times for the purpose of compensating Lender for any amounts due to as Borrower’s “Debt Service Reserve Fund” and Lender under this Agreement or the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Debt Service Reserve Account”. Provided no Event other Loan Documents by reason of Default exists and is continuing, in the event on any Payment Date the funds available in the Cash Management Account for application on such Payment Date pursuant to Section 2.5.2(b)(ii) are not sufficient to fund the Monthly Debt Service Amount on such Payment Date in full (the amount of insufficiency being herein referred to as the “Payment Date Deficiency” for such Payment Date), then to the extent of funds available in the Debt Service Reserve Account, Lender shall authorize the transfer on such Payment Date from the Debt Service Reserve Account to the Cash Management Account, for application on such Payment Date pursuant to Section 2.5.2(b)(ii) to satisfy the Payment Date Deficiency. To the extent sufficient amounts are available in the Debt Service Reserve Account in accordance with this Section 7.4.3 and Lender is required hereunder to so authorize a transfer on such Payment Date of funds from the Debt Service Reserve Account to the Cash Management Account to satisfy the Payment Date Deficiency but Lender fails to so authorize the same, it shall not be a default or an Event of Default if such Payment Date Deficiency is not paid due to such failure occurring under any of the Loan Documents. Any amount drawn by Lender and, accordingly, no late charges shall not be deemed: (a) to fix or determine the amounts to which Lender is entitled to recover under this Agreement or otherwise; (b) to waive or cure any default interest shall be payable by Borrowerunder this Agreement or the other Loan Documents; or (c) to limit or waive Lender's right to pursue any remedies provided for hereunder or under the other Loan Documents. When the Property shall have achieved the Debt Service Coverage Ratio Threshold, then provided no Event of Default exists and is continuing, the balance If all or any portion of the Debt Service Reserve Fund is drawn against by Lender pursuant to the provisions of this Section 7.24, Borrower shall, within ten (10) business days after written demand by Lender, deposit into the Account immediately available funds equal to the amount so drawn by Lender, such that at all times during the term of this Agreement Lender shall be disbursed have the ability to draw upon the entire amount of the Debt Service Reserve. Borrower shall have the right to substitute a Letter of Credit for the Debt Service Reserve issued by a financial institution mutually acceptable to Lender and Borrower. In the event that Borrower substitutes a Letter of Credit, Borrower and Lender shall execute a Letter of Credit Agreement. Upon the satisfaction in full of all of Borrower's obligations under the Loan Documents, Lender shall return the Debt Service Reserve to Borrower. The Debt Service Coverage Ratio shall be determined as of the end of each calendar quarter upon receipt by Lender from Borrower of such information and documentation concerning operating results at the Property as Lender may reasonably require to determine the same.

Debt Service Reserve. On or before the Closing Date, Prior Owner deposited with Lender Borrower shall establish an interest-bearing account (the amount of $1,000,000.00, which amount so deposited with Lender, together with any additional deposits with Lender pursuant to Section 2.5.2(b)(vi)(A) hereof, shall be held by Lender in accordance with Section 7.5 hereof. As of the Assumption Date, the amount held in the Debt Service Reserve Fund is $88.55. Amounts so deposited shall hereinafter be referred to as Borrower’s “Debt Service Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “"Debt Service Reserve Account”. Provided "), to be maintained with and controlled by Administrative Agent, into which Borrower shall deposit, no Event of Default exists later than five (5) Business Days prior to each Interest Payment Date, an amount at least equal to the interest becoming due and is continuing, in the event on any Payment Date the funds available in the Cash Management Account for application payable on such Payment Date pursuant to Section 2.5.2(b)(ii) are not sufficient to fund the Monthly Debt Service Amount on such Payment Date in full (the amount of insufficiency being herein referred to as the “Payment Date Deficiency” for such Interest Payment Date). Administrative Agent is hereby irrevocably authorized and directed, then on each Interest Payment Date, to the extent of funds available in the Debt Service Reserve Account, Lender shall authorize the transfer on such Payment Date withdraw from the Debt Service Reserve Account an amount equal to the Cash Management Accountinterest then due and payable under the Note and to distribute to each Lender such Lender's appropriate share thereof for the account of such Lender's Applicable Lending Office. If, for application however, five (5) Business Days prior to any Interest Payment Date, the amount on such Payment Date pursuant to Section 2.5.2(b)(ii) to satisfy the Payment Date Deficiency. To the extent sufficient amounts are available deposit in the Debt Service Reserve Account is not sufficient to pay the interest to become due and payable on such Interest Payment Date (the amount of any such insufficiency, the "Debt Service Deficiency"), Administrative Agent shall, on such fifth (5th) Business Day prior to the Interest Payment Date, so notify Borrower and each Lender, and each Lender shall fund, on such Interest Payment Date, proceeds of its Loan in accordance with an amount equal to its Pro Rata Share of the Debt Service Deficiency. Such notice to Borrower and Lenders will indicate whether the making of the funding would result in a breach of Borrower's covenants under Section 7.03 and, if such breach would result, will specify the additional amount required to be hedged to avoid default under Section 7.03. Proceeds of the Loans so funded by Lenders shall effect a dollar for dollar reduction in the Debt Service Allocation. Notwithstanding anything to the contrary contained in this Section 7.4.3 and Agreement or the other Loan Documents, to the extent a Delinquent Lender is required hereunder obligated under this Agreement to so authorize a transfer fund proceeds of its Loan in respect of interest on the Note, and fails to do so, such portion of the interest on the Delinquent Lender's Loan (i.e., the interest on the Delinquent Lender's Loan that, absent the Delinquent Lender's failure to fund, would have been paid by fundings of the Debt Service Allocation) shall accrue (without interest on such interest not funded) and payment thereof shall be deferred until the Maturity Date (whether as stated or by acceleration or otherwise), it being understood that the maximum amount of interest that may be so deferred shall be the undisbursed portion of the Delinquent Lender's portion of the Debt Service Allocation. Accordingly, failure of Borrower to pay such interest that was required to be, but was not in fact, funded on a particular Interest Payment Date of funds from shall not constitute a Default. Interest earned by Borrower on the Debt Service Reserve Account to the Cash Management Account to satisfy the Payment Date Deficiency but Lender fails to so authorize the same, it shall not be a default or an Event of Default if such Payment Date Deficiency is not paid due to such failure by Lender and, accordingly, no late charges or default interest shall be payable by Borrower. When remitted to Borrower on the Property shall have achieved the Debt Service Coverage Ratio Threshold, then provided no Event of Default exists and is continuing, the balance of the Debt Service Reserve Fund shall be disbursed to Borrower. The Debt Service Coverage Ratio shall be determined as of the end of each calendar quarter upon receipt by Lender from Borrower of such information and documentation concerning operating results at the Property as Lender may reasonably require to determine the sameInterest Payment Date.