Common use of Deposits of Rollover Funds Clause in Contracts

Deposits of Rollover Funds. (a) On the date hereof, Borrower shall deposit with Lender an amount equal to $280,000.00 for deposit into an account of Lender (such account, the “Rollover Account” and any amounts deposited pursuant to this Section 7.4.1 are referred to herein as the “Rollover Funds”) for tenant improvements and leasing commissions that may be incurred following the date hereof. Thereafter, if at any time from time to time, the available balance of Rollover Funds on deposit in the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal to $8,049.77 (the “Monthly Rollover Deposit”), until such time as the balance of available Rollover Funds on deposit in the Rollover Reserve Account pursuant to this Section 7.4.1(a) equals $280,000.00 (the “Rollover Cap Amount”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing Account. (b) In addition to the deposits required under Section 7.4.1(a), Borrower shall deposit, or cause to be deposited, with Lender all amounts paid to Borrower in connection with (i) any modification or amendment of any Lease, (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iii) any settlement of claims of Borrower against third parties in connection with any Lease, (iv) any rejection, termination, surrender, cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action and including any payment relating to unamortized tenant improvements and/or leasing commissions), and (v) any other extraordinary event pursuant to which Borrower receives payment (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Payments”), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover Funds.

Deposits of Rollover Funds. (a) On the date hereof, Borrower shall deposit or cause to be deposited with Lender an amount equal to $280,000.00 for deposit into an account or on behalf of Lender (such accounti) on each of January 1, 2013 and February 1, 2013, the “amount of Five Hundred Thousand and No/100 Dollars ($500,000), and (ii) on each Monthly Payment Date thereafter, funds necessary to maintain a minimum balance in the Rollover Account” Account of One Million and any amounts deposited pursuant to this Section 7.4.1 are referred to herein as the “Rollover Funds”) No/100 Dollars ($1,000,000.00), for tenant improvements and leasing commissions that may be incurred following the date hereof, which amounts shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Rollover Account”). Thereafter, if at any time from time to time, the available The minimum balance of the Rollover Funds on deposit in Account shall not be less than One Million Dollars ($1,000,000.00) during the Term of this Loan once the balance of the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal to One Million Dollars ($8,049.77 (the “Monthly Rollover Deposit”1,000.000.00), until such . Amounts deposited from time as the balance of available Rollover Funds on deposit in to time into the Rollover Reserve Account pursuant to this Section 7.4.1(a) equals $280,000.00 (6.6.1 are referred to herein as the “Rollover Cap AmountFunds”). Notwithstanding anything Lender may from time to contrary contained hereintime reassess its estimate of the required monthly amount necessary for tenant improvements and leasing commissions and, upon the occurrence and during the continuance of a Major Tenant Trigger Periodnotice to Borrower, Borrower shall commence making monthly deposits be required to deposit with or on behalf of Lender each month such reassessed amount, which shall be transferred by or at the direction of Lender into the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing Account. (b) In addition to the deposits required under deposit set forth in subsection (a) above, the following items shall be deposited into the Rollover Account and held as Rollover Funds and shall be disbursed and released as set forth in Section 7.4.1(a)6.6.2 below, and Borrower shall deposit, advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to instruct the Cash Management Bank to deposit and hold such amounts in the Rollover Account pursuant to this Agreement and the Cash Management Agreement: (i) All sums paid with respect to (A) a modification of any Lease or cause to be deposited, with Lender all amounts otherwise paid to Borrower in connection with Borrower taking any action under any Lease (ie.g., granting a consent) or waiving any modification or amendment of any Leaseprovision thereof, (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iiiB) any settlement of claims of Borrower against third parties in connection with any Lease, (ivC) any default, rejection, termination, surrender, surrender or cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action Action), lease buy-out and surrender payments from any Tenant (including any forfeited security deposit or payment relating to unamortized tenant improvements and/or leasing commissions) (collectively, “Lease Termination Payments”), and (vD) any sum received from any Tenant to obtain a consent to an assignment or sublet or otherwise, or any holdover rents or use and occupancy fees from any Tenant or former Tenant (to the extent not being paid for use and occupancy or holdover rent); and (ii) All sums paid with respect to any other extraordinary event pursuant to which Borrower receives payment payments or income (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Payments”), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover FundsAgreement.

Deposits of Rollover Funds. (a) On the date Borrower shall, subject to Sections 6.11.2 and 6.6.3 hereof, Borrower shall deposit with Lender during the continuance of a Trigger Period the following: (i) upon the commencement of such Trigger Period, an amount equal determined by Lender such that sufficient amounts shall be on deposit in the Rollover Account (taking into account the payments required pursuant to clause (ii) of this Section 6.6.1) to pay the costs of Borrower’s then current obligations with respect to tenant improvements and leasing commissions, but in no event shall such amount be more than the amount that would have been on deposit in the Rollover Account had Borrower been required to make the monthly deposits required pursuant to clause (ii) of this Section 6.6.1(a) from the Closing Date through the commencement of such Trigger Period taking into account the disbursements from the Rollover Account that would have been made subject to and in accordance with this Agreement during such period and (ii) on each Monthly Payment Date the sum of $280,000.00 104,359.00, for deposit tenant improvements and leasing commissions that may reasonably be incurred under the Leases following the commencement of such Trigger Period, which amounts shall be transferred into an account of Lender Account established to hold such funds (such account, the “Rollover Account” and any amounts ”). Amounts deposited from time to time into the Rollover Account pursuant to this Section 7.4.1 6.6.1 are referred to herein as the “Rollover Funds”) for . Borrower hereby represents and warrants that Schedule XII accurately reflects all tenant improvements and leasing commissions that may be incurred following the date hereof. Thereafter, if at any time from time to time, the available balance of Rollover Funds on deposit in the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal to $8,049.77 (the “Monthly Rollover Deposit”), until such time due under Leases as the balance of available Rollover Funds on deposit in the Rollover Reserve Account pursuant to this Section 7.4.1(a) equals $280,000.00 (the “Rollover Cap Amount”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing AccountClosing Date. (b) In addition to the required monthly deposits required under set forth in subsection (a) above, the following items shall be deposited into the Rollover Account and held as Rollover Funds (subject to and in accordance with the terms of Section 7.4.1(a6.6.2(b)), and Borrower shall deposit, or cause advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to be deposited, instruct the Deposit Bank to deposit and hold such amounts in the Rollover Account pursuant to the Cash Management Agreement: all sums paid with Lender all amounts paid respect to Borrower in connection with (i) any a modification or amendment of any Lease, Lease that materially reduces the Rent paid thereunder or the space demised thereunder and (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iii) any settlement of claims of Borrower against third parties in connection with any Lease, (iv) any rejection, termination, surrender, surrender or cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action and bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions)) (collectively, “Lease Termination Payments”) in an amount equal to the applicable Lease Termination Deposit Amount, which amount shall constitute Rollover Funds and (vshall be disbursed subject to and in accordance with Section 6.6.2(a) in connection with tenant improvements and leasing commissions with respect to the space demised under the applicable terminated or surrendered Lease. The remainder of any Lease Termination Payments in excess of the Lease Termination Deposit Amount shall be deposited into the Deposit Account and applied in accordance with this Agreement and the other extraordinary Loan Documents. Notwithstanding anything to the contrary contained herein, in no event pursuant shall Borrower be required to which Borrower receives payment (deposit with Lender any Lease Termination Payment received in whatever form) derived from or generated by connection with the useSugar & Plum Lease, ownership or operation if, at the time such Lease Termination Payment is paid, the portion of the Property not otherwise covered demised under the Sugar & Plum lease is leased by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Payments”), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to be deposited with Lender VRLP pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover Fundsa Master Lease.

Deposits of Rollover Funds. (a) On the date hereof, Borrower shall deposit with Lender make deposits (i) on each Monthly Payment Date commencing on January 6, 2008 and continuing for the next nineteen (19) succeeding Monthly Payment Dates thereafter, an amount equal to $280,000.00 for deposit into an account of Lender 1,000,000 (such account, the “Rollover Account” Gxxxxxx Reserve Funds”), until such time that the amount of the Gxxxxxx Reserve Funds shall be equal to $20,000,000 for costs of tenant improvements or work allowances, leasing commissions and any other costs associated with the space currently leased to Gxxxxxx Tenant to the Gxxxxxx Lease (the “Gxxxxxx Space”) and (ii) on each Monthly Payment Date commencing on December 6, 2010 and continuing for the next forty-seven (47) succeeding Monthly Payment Dates thereafter, an amount equal to $1,000,000 (the “Wachovia Reserve Funds”), until such time that the amount of the Wachovia Reserve Funds shall be equal to $48,000,000 for costs of tenant improvements or work allowances, leasing commissions and other costs associated with the space currently leased to Wachovia pursuant to the Wachovia Lease (the “Wachovia Space”). All amounts deposited pursuant to this Section 7.4.1 6.5.1 including the Gxxxxxx Reserve Funds and the Wachovia Reserve Funds are referred to herein as the “Rollover Funds” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Rollover Reserve Account”. In lieu of all or any portion of the cash deposits referenced in the preceding sentence, Borrower may satisfy its obligations with respect to the Gxxxxxx Reserve Funds and the Wachovia Reserve Funds by delivering to Lender a Qualified Letter of Credit and/or a guarantee of all or any part of the Gxxxxxx Reserve Funds and the Wachovia Reserve Funds from a Qualified Equity Holder; provided that such guarantor has a minimum cash liquidity capacity on its balance sheet equal to 2:1 of the amount being guaranteed (a “Qualified Guaranty”) in the form attached hereto as Schedule II. The Qualified Guaranty will be accompanied by a “bring down” of the Nonconsolidation Opinion. In the event that Borrower delivers a Qualified Guaranty for tenant improvements all or any part of the Gxxxxxx Reserve Funds and leasing commissions that may the Wachovia Reserve Funds, the amount of such Qualified Guaranty shall be incurred following increased on each Monthly Payment Date by the date hereofmonthly amount (or portion thereof) required to be delivered to Lender with respect to the Gxxxxxx Reserve Funds and the Wachovia Reserve Funds, respectively, for such month less any amounts delivered to Lender in the form of cash or Qualified Letter of Credit with respect to such monthly payment. ThereafterIn no event shall the amount indemnified under the Alteration Indemnity and the amount guaranteed under any Qualified Guaranties, if in the aggregate, at any time exceed $40,000,000.00. (b) In the event that that Borrower delivers a Qualified Letter of Credit for all or any part of the Gxxxxxx Reserve Funds and the Wachovia Reserve Funds, Borrower shall, within 10 days following the Borrower’s receipt of written notice from time Lender that such Letter of Credit has ceased to timebe a Qualified Letter of Credit, the available balance of Rollover Funds on either make a deposit in the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal to $8,049.77 (the “Monthly Rollover Deposit”), until such time as the balance of available Rollover Funds on deposit in into the Rollover Reserve Account pursuant to this Section 7.4.1(a) equals $280,000.00 (the “Rollover Cap Amount”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until amount that would then be required to be held in such time account had such letter of credit not been posted (and thereafter continue to make monthly deposits as provided herein), in which event such letter of credit delivered to Lender will be returned to Borrower, or deliver to Lender a Qualified Letter of Credit (in each case subject to the requirements set forth in this Section 6.5.1). (c) In the event the terms of the Gxxxxxx Lease and the Wachovia Lease are extended pursuant to the terms thereof (or replacement Leases are entered into in accordance with the terms of this Agreement) with respect to all or any portion of the Gxxxxxx Space and the Wachovia Space, respectively, the aggregate amount of Gxxxxxx Reserve Funds and/or the Wachovia Reserve Funds required to be deposited by Borrower hereunder shall be reduced on a pro-rata basis by an amount equal to the Gxxxxxx Space and/or Wachovia Space re-let; provided that, with respect to any extension of the Gxxxxxx Lease or Wachovia Lease or any new Lease(s) of all or any portion of the Gxxxxxx Space and/or Wachovia Space, the portion of the Gxxxxxx Reserve Funds and/or the Wachovia Reserve Funds, allocable to such space shall be disbursed to Borrower at the written request of Borrower in accordance with Section 6.5.2 below in respect of leasing commissions and tenant improvement costs incurred by Borrower in connection with extension of the Gxxxxxx Lease or Wachovia Lease or any such replacement Lease(s) entered into in accordance with the terms hereof in respect of the applicable space provided no Major Tenant Trigger Period exists, notwithstanding the balance Event of available funds in the Rollover Account may exceed the Rollover Cap AmountDefault is continuing. At such time that as all of the applicable Major Tenant Trigger Gxxxxxx Space and Wachovia Space have been so re-let, provided no Event Cure of Default has occurred and provided no other Major Tenant Trigger Period existsis continuing, all available Rollover Funds in excess the balance of the Rollover Cap Amount Gxxxxxx Reserve Funds and Wachovia Reserve Funds, as applicable, together with interest thereon, shall be returned to Borrower and any Qualified Letter of Credit and/or Qualified Guaranty with respect to such Reserves shall be cancelled and/or terminated and returned to Borrower. (d) If (i) a Major Lease is terminated in whole or in part (whether by buy out, cancellation, default, reduction or otherwise) or any space demised thereunder is surrendered, and Borrower receives any payment, fee or penalty in respect thereof (a “Termination Fee”), then Borrower shall promptly cause such Termination Fee to be deposited into the Clearing Rollover Reserve Account. . Provided no Event of Default is continuing, Lender shall disburse each Termination Fee (b) In addition to the deposits required under extent reserved in the Rollover Reserve Account) to Borrower at the written request of Borrower in accordance with Section 7.4.1(a), Borrower shall deposit, or cause to be deposited, with Lender all amounts paid to 6.5.2 below in respect of leasing commissions and tenant improvement costs incurred by Borrower in connection with (i) any modification or amendment a Lease entered into in accordance with the terms hereof and, provided no Event of any Lease, (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iii) any settlement of claims of Borrower against third parties in connection with any Lease, (iv) any rejection, termination, surrender, cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action Default has occurred and including any payment relating to unamortized tenant improvements and/or leasing commissions), and (v) any other extraordinary event pursuant to which Borrower receives payment (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectivelyis continuing, the “Extraordinary Lease Payments”), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net remainder of reasonable, out-of-pocket costs and expensessuch Termination Fee, if any, incurred by Borrower. In connection with any amount required shall be remitted to be deposited with Lender pursuant Borrower after Borrower has entered into Leases demising space at the Property having a square footage equal to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of or greater than the amount and square footage demised under the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover Fundsterminated Major Lease.

Deposits of Rollover Funds. (a) On the date hereof, Borrower shall deposit with Lender an amount equal to on each Monthly Payment Date the sum of $280,000.00 for deposit into an account of Lender (such account3,694, the “Rollover Account” and any amounts deposited pursuant to this Section 7.4.1 are referred to herein as the “Rollover Funds”) for tenant improvements and leasing commissions that may be incurred following the date hereof, which amounts shall be transferred into an Account established by or on behalf of Lender to hold such funds (the “Rollover Account”). Thereafter, if at any time Lender may from time to timetime reassess its estimate of the required monthly amount necessary for tenant improvements and leasing commissions and, the available balance upon notice to Borrower, Borrower shall be required to deposit with or on behalf of Rollover Funds on deposit in Lender each month such reassessed amount, which shall be transferred into the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal Account. Amounts deposited from time to $8,049.77 (the “Monthly Rollover Deposit”), until such time as the balance of available Rollover Funds on deposit in into the Rollover Reserve Account pursuant to this Section 7.4.1(a) equals $280,000.00 (6.6.1 are referred to herein as the “Rollover Cap AmountFunds”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing Account. (b) In addition to the required monthly deposits required under set forth in subsection (a) above, the following items (collectively, “Lease Termination Payments”) shall be deposited into the Rollover Account and held as Rollover Funds and shall be disbursed and released as set forth in Section 7.4.1(a)6.6.2 below, and Borrower shall deposit, advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to instruct the Cash Management Bank to deposit and hold such amounts in the Rollover Account pursuant to the Cash Management Agreement: (i) All sums paid with respect to (A) a modification of any Lease or cause to be deposited, with Lender all amounts otherwise paid to Borrower in connection with Borrower taking any action under any Lease (ie.g., granting a consent) or waiving any modification or amendment of any Leaseprovision thereof, (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iiiB) any settlement of claims of Borrower against third parties in connection with any Lease, (ivC) any rejection, termination, surrender, surrender or cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action and bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions), (D) any Rents paid more than one (1) month in advance of the due date thereof and (vE) any sum received from any Tenant to obtain a consent to an assignment or sublet or otherwise, or any holdover rents or use and occupancy fees from any Tenant or former Tenant (to the extent not being paid for use and occupancy or holdover rent); and (ii) Any other extraordinary event pursuant to which Borrower receives payment payments or income (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Payments”), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover FundsAgreement.

Deposits of Rollover Funds. (a) On the date hereof, Borrower shall deposit with Lender an amount equal to Agent on each Monthly Payment Date the sum of $280,000.00 for deposit into an account of Lender (such account33,231.83, the “Rollover Account” and any amounts deposited pursuant to this Section 7.4.1 are referred to herein as the “Rollover Funds”) for tenant improvements and leasing commissions that may be incurred following the date hereof, which amounts shall be transferred by Agent into an Account (the "Rollover Account"). Thereafter, if at any time Lender may from time to timetime reassess its estimate of the required monthly amount necessary for tenant improvements and leasing commissions and, the available balance of Rollover Funds on upon notice to Borrower, Borrower shall be required to deposit in with Agent each month such reassessed amount, which shall be transferred by Agent into the Rollover Account is less than $150,000.00Account. Amounts deposited pursuant to this Section 6.6.1 are referred to herein as the "Rollover Funds". Notwithstanding the foregoing, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal not be required to $8,049.77 (the “Monthly Rollover Deposit”), until such time as the balance of available Rollover Funds on deposit in make any deposits into the Rollover Reserve Account pursuant to this Section 7.4.1(a6.6.1 (a) equals $280,000.00 (so long as the “Rollover Cap Amount”). Notwithstanding anything to contrary contained hereinDebt Service Coverage Ratio is greater than 1.25:1.00; provided that if, upon on any Calculation Date, the occurrence and during the continuance of a Major Tenant Trigger PeriodDebt Service Coverage Ratio shall be 1.25:1.00 or less, Borrower shall commence making be required to make the monthly deposits to into the Rollover Account in accordance with this Section 6.6.1(a) on the next succeeding Monthly Payment Date and on each Monthly Payment Date in an amount equal to thereafter until the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount Debt Service Coverage Ratio shall be deposited into the Clearing Accounthave been greater than 1.25:1 on two consecutive Calculation Dates. (b) In addition to the required monthly deposits required under set forth in subsection (a) above, the following items shall be deposited into the Rollover Account and held as the Rollover Funds and shall be disbursed and released as set forth in Section 7.4.1(a)6.6.2 below, and Borrower shall deposit, advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to instruct the Agent to deposit and hold such amounts in the Rollover Account pursuant to the Cash Management Agreement: (i) All sums paid with respect to (A) a modification of any Lease or cause to be deposited, with Lender all amounts otherwise paid to Borrower in connection with Borrower taking any action under any Lease (ie.g., granting a consent) or waiving any modification or amendment of any Leaseprovision thereof, (iiB) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iii) any settlement of claims of Borrower against third parties in connection with any LeaseLeases of the Property, (ivC) any rejection, termination, surrender, surrender or cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action bankruptcy case), lease buy-out and surrender payments from Tenants (including any payment payments relating to unamortized tenant improvements and/or and leasing commissions) (collectively, "Lease Termination Payments"), and (vD) any sums received from Tenants to obtain a consent to an assignment or sublet or otherwise, or any holdover rents or use and occupancy fees from Tenants or former Tenants (to the extent not being paid for use and occupancy or holdover rent); and March 31, 2003 (ii) Any other extraordinary event pursuant to which Borrower receives payment payments or income (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Payments”), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover FundsAgreement.

Deposits of Rollover Funds. (a) On the date hereofeach Monthly Payment Date, Borrower shall deposit with Lender an amount equal to Two Thousand Nine Hundred Thirty-Three and 33/100 Dollars ($280,000.00 for deposit into an account of Lender 2,933.33) (such account, the “Monthly Rollover Account” and any amounts deposited pursuant to this Section 7.4.1 are referred to herein as the “Rollover FundsDeposit”) for tenant improvements and leasing commissions that may be incurred following the date hereof. Thereafter, if at any time from time to time, the available balance of Rollover Funds on deposit in the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal to $8,049.77 (the “Monthly Rollover Deposit”), until such time as the balance of available Rollover Funds on deposit in the Rollover Reserve Account Amounts deposited pursuant to this Section 7.4.1(a) equals $280,000.00 (6.5.1 are referred to herein as the “Rollover Cap Amount”). Funds” and the account in which such amounts are held by Lender shall hereinafter be referred to as the “Rollover Account.” Notwithstanding anything any provisions of Section 6.5.1(a) hereof to contrary contained hereinthe contrary, upon provided and on condition that each of the occurrence Rollover Reserve Waiver Conditions Precedent are satisfied and during the continuance of a Major Tenant Trigger Periodremain satisfied at all times, Borrower shall commence making monthly deposits not be required to make the initial deposit to the Rollover Account on each Payment Date in an amount equal to account of tenant improvements or leasing conditions or make the Monthly Rollover Deposit until such on account of tenant improvements or leasing conditions as provided herein. If at any time as any or all of the Rollover Reserve Waiver Conditions Precedent are no Major Tenant Trigger Period existslonger met, notwithstanding the balance of available funds in Borrower shall immediately begin and shall continue to fund the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred on account of tenant improvements and leasing commissions as provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing Accountherein. (b) In addition to the deposits required under Section 7.4.1(a6.5.1(a), Borrower shall deposit, or cause to be deposited, with Lender all amounts paid to Borrower in connection with (i) any modification or amendment of any Lease, (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iii) any settlement of claims of Borrower against third parties in connection with any Lease, (iv) any rejection, termination, surrender, cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action and including any payment relating to unamortized tenant improvements and/or leasing commissions), and (v) any other extraordinary event pursuant to which Borrower receives payment (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Payments”), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b6.5.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover Funds.

Deposits of Rollover Funds. (a) On the date hereof, Borrower shall deposit with Lender an amount equal to $280,000.00 for deposit into an account or on behalf of Lender (such account, i) $700,000.00 on the Closing Date (the “Upfront Rollover Account” Deposit”) and any amounts deposited pursuant to this Section 7.4.1 are referred to herein as (ii) on each Monthly Payment Date the sum of $7,830.61 (the “Monthly Rollover FundsDeposit”) ), for tenant improvements and leasing commissions that may be incurred following the date hereof, which amounts shall be transferred into an Account (the “Rollover Account”). Thereafter, if at any time Lender may from time to timetime reassess its estimate of the required monthly amount necessary for tenant improvements and leasing commissions and, upon notice to Borrower, Borrower shall be required to deposit with or on behalf of Lender each month such reassessed amount, which shall be transferred into the available balance of Rollover Funds Account. Amounts deposited from time to time into the Rollover Account pursuant to this Section 6.6.1 are referred to herein as the “Rollover Funds”. Notwithstanding anything to the contrary in the foregoing, so long as the Debt Service Coverage Ratio shall equal or exceed 1.50:1.00, funds on deposit in the Rollover Account, including the Upfront Rollover Deposit, shall not be required to exceed $800,000.00 (the “Rollover Cap”). To the extent a Monthly Rollover Deposit would cause the Rollover Funds in the Rollover Account is less than $150,000.00to exceed the Rollover Cap, then Borrower such Monthly Rollover Deposit shall deposit with Lender on each Payment Date thereafter be decreased by an amount equal to $8,049.77 (the “Monthly Rollover Deposit”), until such time excess. So long as the balance of available Rollover Funds on deposit in the Rollover Reserve Account pursuant to this Section 7.4.1(a) equals $280,000.00 (the “Rollover Cap Amount”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed are equal to the Rollover Cap Amount. At such time Cap, Borrower shall not be required to make the Monthly Rollover Deposit; provided, however, Borrower shall resume making Monthly Rollover Deposits to the extent that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available any release of Rollover Funds in excess of accordance with Section 6.6.2 below causes the Rollover Cap Amount Funds in the Rollover Account to fall below the Rollover Cap. For the avoidance of doubt, Borrower shall be deposited into required to make Monthly Rollover Deposits as set forth in this Section 6.6.1(a) during any period in which the Clearing AccountDebt Service Coverage Ratio is below 1.50:1.00. (b) In addition to the required monthly deposits required under set forth in subsection (a) above, the following items shall be deposited into the Rollover Account and held as Rollover Funds and shall be disbursed and released as set forth in Section 7.4.1(a6.6.2 below, and Borrower shall advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to instruct the Deposit Bank to deposit and hold such amounts in the Rollover Account pursuant to the Cash Management Agreement: (i) Other than Lease Sweep Lease Termination Payments (which shall be deposited into the Lease Sweep Account in accordance with Section 6. 13.1 hereof), Borrower shall deposit, all sums paid with respect to (A) a modification of any Lease or cause to be deposited, with Lender all amounts otherwise paid to Borrower in connection with Borrower taking any action under any Lease (ie.g., granting a consent) or waiving any modification or amendment of any Leaseprovision thereof, (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iiiB) any settlement of claims of Borrower against third parties in connection with any Lease, (ivC) any rejection, termination, surrender, surrender or cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action and bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissionscommissions and/or application of any security deposit) (collectively, “Lease Termination Payments”), and (vD) any sum received from any Tenant to obtain a consent to an assignment or sublet or otherwise, or any holdover rents or use and occupancy fees from any Tenant or former Tenant (to the extent not being paid for use and occupancy or holdover rent); and (ii) Any other extraordinary event pursuant to which Borrower receives payment payments or income (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Payments”), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover FundsAgreement.

Deposits of Rollover Funds. (a) On During the date continuance of a Trigger Period, Borrower shall, subject to Sections 6.9.2 and 6.6.3 hereof, Borrower shall deposit with Lender on each Monthly Payment Date an amount equal to $280,000.00 113,071.75, for deposit Acceptable Leasing Expenses, which amounts shall be transferred into an account of Lender Account established to hold such funds (such account, the “Rollover Account” and any amounts ”). Amounts deposited from time to time into the Rollover Account pursuant to this Section 7.4.1 6.6.1 are referred to herein as the “Rollover Funds”) for tenant improvements and leasing commissions that may be incurred following the date hereof. Thereafter, if at any time from time to time, the available balance of Rollover Funds on deposit in the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal to $8,049.77 (the “Monthly Rollover Deposit”), until such time as the balance of available Rollover Funds on deposit in the Rollover Reserve Account pursuant to this Section 7.4.1(a) equals $280,000.00 (the “Rollover Cap Amount”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing Account. (b) In addition to the required monthly deposits required under Section 7.4.1(a)set forth in subsection (a) above, the following items shall be deposited into the Rollover Account and held as Rollover Funds, and Borrower shall deposit, or cause advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to be deposited, instruct the Deposit Bank to deposit and hold such amounts in the Rollover Account pursuant to the Cash Management Agreement: all sums paid with Lender all amounts paid respect to Borrower in connection with (i) any a modification or amendment of any LeaseLease that materially reduces the Rent paid thereunder or the space demised thereunder, and (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iii) any settlement of claims of Borrower against third parties in connection with any Lease, (iv) any rejection, termination, surrender, surrender or cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action and bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions), and (v) any other extraordinary event pursuant to which Borrower receives payment (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Termination Payments”); provided, however, that, provided no Trigger Event has occurred or is continuing, any portion of any individual Lease Termination Payment remaining in each case, with respect to clauses the Rollover Account (i), the “Remaining Lease Termination Payments”) after (ii), (iii), (ivx) substantially all of the applicable space has been relet or such lesser amount of the applicable space has been relet for not less than the same amount of aggregate rent and recoveries as the terminating tenant and (v)y) all associated costs have been paid (including, net of reasonablewithout limitation, out-of-pocket costs brokerage commissions, tenant allowances and expensesimprovements, if any, incurred by and rent abatements) shall be disbursed promptly to Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover Funds.

Deposits of Rollover Funds. (a) On Borrower shall deposit with or on behalf of Lender on each Monthly Payment Date during the continuance of a Trigger Period, the sum of $14,961, for Approved Leasing Expenses for commercial Leases that may be incurred following the date hereof, Borrower which amounts shall deposit with Lender an amount equal to $280,000.00 for deposit be transferred into an account of Lender Account (such account, the “Rollover Account” ”). Lender may from time to time reassess its estimate of the required monthly amount necessary for tenant improvements and any amounts leasing commissions, and, upon notice to Borrower, Borrower shall be required to deposit with or on behalf of Lender each month such reassessed amount, which shall be transferred into the Rollover Account. Amounts deposited from time to time into the Rollover Account pursuant to this Section 7.4.1 6.6.1 are referred to herein as the “Rollover Funds”) for tenant improvements and leasing commissions that may be incurred following the date hereof. Thereafter, if at any time from time to time, the available balance of Rollover Funds on deposit in the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal to $8,049.77 (the “Monthly Rollover Deposit”), until such time as the balance of available Rollover Funds on deposit in the Rollover Reserve Account pursuant to this Section 7.4.1(a) equals $280,000.00 (the “Rollover Cap Amount”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing Account. (b) In addition to the required monthly deposits required under set forth in subsection (a) above, the following items shall be deposited into the Rollover Account and held as Rollover Funds and shall be disbursed and released as set forth in Section 7.4.1(a)6.6.2 below, and Borrower shall deposit, advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to instruct the Deposit Bank to deposit and hold such amounts in the Rollover Account pursuant to the Cash Management Agreement: (i) All sums paid with respect to (A) a modification of any commercial Lease or cause to be deposited, with Lender all amounts otherwise paid to Borrower in connection with Borrower taking any action under any commercial Lease (ie.g., granting a consent) or waiving any modification or amendment of any Leaseprovision thereof, (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iiiB) any settlement of claims of Borrower against third parties in connection with any commercial Lease, (ivC) any rejection, termination, surrender, surrender or cancellation or buy-out of any commercial Lease (including in connection with any Bankruptcy Action and bankruptcy case) or any lease buy-out or surrender payment from any Tenant under a commercial Lease (including any payment relating to unamortized tenant improvements and/or leasing commissionscommissions and/or application of any security deposits) (collectively, “Lease Termination Payments”), and (vD) any sum received from any commercial Tenant to obtain a consent to an assignment or sublet or otherwise, or any holdover rents or use and occupancy fees from any commercial Tenant or former commercial Tenant (to the extent not being paid for use and occupancy or holdover rent); provided, however, Borrower may retain its reasonable out-of-pocket costs and expenses incurred in connection with items (A) through (D) above; and (ii) Any other extraordinary event pursuant to which Borrower receives payment payments or income (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Payments”), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover FundsAgreement.

Deposits of Rollover Funds. (a) On the date hereof, Borrower Borrowers shall deposit with Lender Agent (i) an amount equal to $280,000.00 for deposit into an account of Lender 1,126,041.49 (such account, the “Initial Rollover Account” and any amounts deposited pursuant to this Section 7.4.1 are referred to herein as the “Rollover FundsDeposit”) on the Closing Date and (ii) on each Monthly Payment Date the sum of $233,520.21, for tenant improvements and leasing commissions that may be incurred following the date hereof, which amounts shall be transferred into an Account (the “Rollover Account”). Thereafter, if at any time from time to time, the available balance of Rollover Funds on deposit in the Rollover Account is less than $150,000.00, then Borrower Borrowers shall deposit with Lender on each Payment Date thereafter Agent an amount equal to $8,049.77 291,559.96 (the “Monthly Rollover Initial Free Rent Deposit”), until such time as the balance of available Rollover Funds on deposit in ) into the Rollover Reserve Account on the Closing Date, for the rent concessions set forth on Schedule IX-B attached hereto. Agent may from time to time reassess its estimate of the required monthly amount necessary for tenant improvements and leasing commissions and, upon notice to Borrowers, Borrowers shall be required to deposit with Agent each month such reassessed monthly amount, which shall be transferred into the Rollover Account. Amounts deposited from time to time into the Rollover Account pursuant to this Section 7.4.1(a) equals $280,000.00 (6.6.1 are referred to herein as the “Rollover Cap AmountFunds”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing Account. (b) In addition to the required monthly deposits required under set forth in subsection (a) above, the following items shall be deposited into the Rollover Account and held as Rollover Funds and shall be disbursed and released as set forth in Section 7.4.1(a)6.6.2 below, Borrower and Borrowers shall deposit, advise Agent at the time of receipt thereof of the nature of such receipt so that Agent shall have sufficient time to instruct the Deposit Bank to deposit and hold such amounts in the Rollover Account pursuant to the Cash Management Agreement: (i) All sums paid with respect to (A) a modification of any Lease or cause to be deposited, with Lender all amounts otherwise paid to Borrower in connection with any Borrower taking any action under any Lease (ie.g., granting a consent) or waiving any modification or amendment of any Leaseprovision thereof, (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iiiB) any settlement of claims of any Borrower against third parties in connection with any Lease, (ivC) any rejection, termination, surrender, surrender or cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action and bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions) (collectively, “Lease Termination Payments”), and (vD) any sum received from any Tenant to obtain a consent to an assignment or sublet or otherwise, or any holdover rents or use and occupancy fees from any Tenant or former Tenant (to the extent not being paid for use and occupancy or holdover rent); and (ii) Any other extraordinary event pursuant to which Borrower receives payment Borrowers receive payments or income (in whatever form) derived from or generated by the use, ownership or operation of the Property Properties not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Payments”), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover FundsAgreement.

Deposits of Rollover Funds. (a) On Provided no Event of Default shall exist and remain uncured, Lender shall direct Servicer to transfer funds into the date hereofRollover Account on each applicable Monthly Payment Date pursuant to clause (i) of Section 6.7.2. In addition, Borrower shall deposit with Lender an amount equal to $280,000.00 for deposit into an account or on behalf of Lender on each Monthly Payment Date, (such accounti) the Going Dark Amount for the previous calendar month, if any, and (ii) commencing on the Monthly Payment Date occurring in March, 2020, and on each Monthly Payment Date thereafter, the “Rollover Account” and any amounts deposited pursuant to this Section 7.4.1 are referred to herein as the “Rollover Funds”) amount of $1,000,000.00, for tenant improvements and leasing commissions that may be incurred following the date hereof, which amounts shall be transferred into an Account (the “Rollover Account”). Thereafter, if at any time No deposit shall be required into the Rollover Account on the Closing Date. Amounts deposited from time to time, the available balance of Rollover Funds on deposit in time into the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal to $8,049.77 (the “Monthly Rollover Deposit”), until such time as the balance of available Rollover Funds on deposit in the Rollover Reserve Account pursuant to this Section 7.4.1(a) equals $280,000.00 (6.6.1 are referred to herein as the “Rollover Cap AmountFunds”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing Account. (b) In addition to the required monthly deposits required under set forth in subsection (a) above, the following items shall be deposited into the Rollover Account and held as Rollover Funds and shall be disbursed and released as set forth in Section 7.4.1(a)6.6.2 below, and Borrower shall deposit, advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to instruct the Deposit Bank to deposit and hold such amounts in the Rollover Account pursuant to the Cash Management Agreement: (i) All sums paid with respect to (A) a modification of any Lease or cause to be deposited, with Lender all amounts otherwise paid to Borrower in connection with Borrower or Amenities Owner taking any action under any Lease (ie.g., granting a consent) or waiving any modification or amendment of any Leaseprovision thereof, (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iiiB) any settlement of claims of Borrower or Amenities Owner against third parties in connection with any Lease, (ivC) any rejection, termination, surrender, surrender or cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action and bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions) (collectively, “Lease Termination Payments”), and (vD) any other extraordinary event pursuant sum received from any Tenant to which obtain a consent to an assignment or sublet or otherwise, or any holdover rents or use and occupancy fees from any Tenant or former Tenant (to the extent not being paid for use and occupancy or holdover rent). Borrower receives payment (in whatever form) derived from or generated by the use, ownership or operation agrees that any Lease Termination Payment on account of the Property not otherwise covered by this Agreement or Worldwide Plaza Amenities shall be deemed to constitute Cash Flow (as defined in the Cash Management Agreement (collectively, the “Extraordinary Lease Payments”Amenities Loan Agreement), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover Funds.

Deposits of Rollover Funds. (a) On the date hereofeach Monthly Payment Date, Borrower (i) Horizon Xxxxxxxx shall deposit with Lender an amount equal to the sum of Eighteen Thousand Nine Hundred Ninety Seven and 58/100 Dollars ($280,000.00 for deposit into an account of Lender (such account, the “Rollover Account” and any amounts deposited pursuant to this Section 7.4.1 are referred to herein as the “Rollover Funds”18,997.58) for tenant improvements and leasing commissions that may be incurred following the date hereof. Thereafterhereof in respect of the Xxxxxxxx Property, if at any time from time to time, the available balance of Rollover Funds on deposit in the Rollover Account is less than $150,000.00, then Borrower (ii) Horizon Medford shall deposit with Lender on each Payment Date thereafter the sum of Twelve Thousand Seven Hundred Ninety Two and 83/100 Dollars ($12,792.83) for tenant improvements and leasing commissions that may be incurred following the date hereof in respect of the Medford Property, and (iii) Horizon Warrenton shall deposit with Lender the sum of Thirteen Thousand Seven Hundred Thirty Six and 67/100 Dollars ($13,736.67), for tenant improvements and leasing commissions that may be incurred following the date hereof in respect of the Warrenton Property, which amounts shall be transferred into an amount equal Account established at Deposit Bank to $8,049.77 hold such funds (the “Monthly Rollover Deposit”"ROLLOVER ACCOUNT"). Lender may from time to time reasonably reassess its estimate of the required monthly amount necessary for tenant improvements and leasing commissions and, until upon notice to Borrowers, Borrowers shall be required to deposit with or on behalf of Lender each month such time as the balance of available Rollover Funds on deposit in reassessed amount, which shall be transferred into the Rollover Reserve Account. Amounts deposited from time to time into the Rollover Account pursuant to this Section 7.4.1(a) equals $280,000.00 (SECTION 6.6.1 are referred to herein as the “Rollover Cap Amount”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing Account"ROLLOVER FUNDS". (b) In addition to the required monthly deposits required under Section 7.4.1(a)set forth in subsection (a) above, the following items shall be deposited into the Rollover Account and held as Rollover Funds and shall be disbursed and released as set forth in SECTION 6.6.2 below, and each Borrower shall deposit, advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to instruct the Deposit Bank to deposit and hold such amounts in the Rollover Account pursuant to the Cash Management Agreement: (i) All sums paid with respect to (A) a modification of any Lease or cause to be deposited, with Lender all amounts otherwise paid to Borrower in connection with any Borrower taking any action under any Lease (ie.g., granting a consent) or waiving any modification or amendment of any Leaseprovision thereof, (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iiiB) any settlement of claims of any Borrower against third parties in connection with any Lease, (ivC) any rejection, termination, surrender, surrender or cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action and bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions) (collectively, "LEASE TERMINATION PAYMENTS"), and (vD) any sum received from any Tenant to obtain a consent to an assignment or sublet or otherwise, or any holdover rents or use and occupancy fees from any Tenant or former Tenant (to the extent not being paid for use and occupancy or holdover rent); and (ii) Any other extraordinary event pursuant to which any Borrower receives payment payments or income (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement Agreement; PROVIDED, HOWEVER, if any Borrower receives any Lease Termination Payments as a result of the rejection, termination, surrender or cancellation of any Lease, which renders certain space on an Individual Property vacant (collectively, the “Extraordinary Lease Payments”a "VACANT SPACE"), in each casethen Lender shall release such Lease Termination Payments, or any portion thereof that have not already been applied to Rent and other sums that have become due under any such Lease (or would have become due if not for the rejection, termination, surrender or cancellation of such lease) upon the occurrence of (a) such Borrower's execution of a Lease for such Vacant Space for at least as much aggregate rent as was payable under the former lease for the Vacant Space with respect a new tenant (a "REPLACEMENT TENANT") or which is reasonably acceptable to clauses (i)Lender, (ii)b) a Replacement Tenant's actual occupancy of the applicable Vacant Space for conducting business, (iii), (iv) and (v)c) a Replacement Tenant's commencing payment of full, net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of unabated rent for the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover Fundsapplicable Vacant Space.

Deposits of Rollover Funds. (a) On the date hereof, Borrower shall deposit with Lender (i) on the Closing Date, an amount equal to $280,000.00 for deposit into an account 343,082 and (ii) on each Monthly Payment Date the sum of Lender (such account$171,541.00, the “Rollover Account” and any amounts deposited pursuant to this Section 7.4.1 are referred to herein as the “Rollover Funds”) for tenant improvements and leasing commissions that may be incurred following the date hereof, which amounts shall be transferred into an Account (the “Rollover Account”). Thereafter, if at any time Amounts deposited from time to time, the available balance of Rollover Funds on deposit in time into the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal to $8,049.77 (the “Monthly Rollover Deposit”), until such time as the balance of available Rollover Funds on deposit in the Rollover Reserve Account pursuant to this Section 7.4.1(a) equals $280,000.00 (6.6.1 are referred to herein as the “Rollover Cap AmountFunds”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing Account. (b) In addition to the required monthly deposits required under Section 7.4.1(a)set forth in subsection (a) above, Borrower shall deposit, all sums paid with respect to (i) a modification of any Lease or cause to be deposited, with Lender all amounts otherwise paid to Borrower in connection with Borrower taking any action under any Lease (ie.g., granting a consent) or waiving any modification provision thereof (other than reimbursement for legal or amendment of any Leaseother review costs actually incurred by Borrower), (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iii) any settlement of claims of Borrower against third parties in connection with any Lease, except for amounts reimbursing Borrower for actual out-of-pocket costs or losses or (iviii) any rejection, termination, surrender, surrender or cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action and bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions), and (v) any other extraordinary event pursuant to which Borrower receives payment (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Termination Payments”), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to shall be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of into the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for Rollover Account and held as Rollover FundsFunds and shall be disbursed and released as set forth in Section 6.6.2 below, and Borrower shall advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to instruct the Deposit Bank to deposit and hold such amounts in the Rollover Account pursuant to the Cash Management Agreement.

Deposits of Rollover Funds. (a) On the date hereof, Borrower shall deposit with Lender an amount equal to $280,000.00 for deposit into an account or on behalf of Lender on each Monthly Payment Date the sum of Ten Thousand Three Hundred Seventy-Five Dollars (such account$10,375), the “Rollover Account” and any amounts deposited pursuant to this Section 7.4.1 are referred to herein as the “Rollover Funds”) for tenant improvements and leasing commissions that may be incurred following the date hereof, which amounts shall be transferred into an Account (the “Rollover Account”). ThereafterUpon the Iowa College Lease Rollover Reserve Trigger Event, if at any time the monthly deposit shall be increased by Five Hundred Thousand Dollars ($500,000) per annum to a monthly amount of Fifty-Two Thousand Forty-One and 67/100 Dollars ($52,041.67). Amounts deposited from time to time, the available balance of Rollover Funds on deposit in time into the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal to $8,049.77 (the “Monthly Rollover Deposit”), until such time as the balance of available Rollover Funds on deposit in the Rollover Reserve Account pursuant to this Section 7.4.1(a) equals $280,000.00 (6.6.1 are referred to herein as the “Rollover Cap AmountFunds”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing Account. (b) In addition to the required monthly deposits required under set forth in subsection (a) above, the following items shall be deposited into the Rollover Account and held as Rollover Funds and shall be disbursed and released as set forth in Section 7.4.1(a6.6.2 below, and Borrower shall advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to instruct the Deposit Bank to deposit and hold such amounts in the Rollover Account pursuant to the Cash Management Agreement: (i) Other than Lease Sweep Lease Termination Payments (which shall be deposited into the Lease Sweep Account in accordance with Section 6.7.1 hereof), Borrower shall deposit, all sums paid with respect to (A) a modification of any Lease or cause to be deposited, with Lender all amounts otherwise paid to Borrower in connection with Borrower taking any action under any Lease (ie.g., granting a consent) or waiving any modification or amendment of any Leaseprovision thereof, (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iiiB) any settlement of claims of Borrower against third parties in connection with any Lease, (ivC) any rejection, termination, surrender, surrender or cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action and bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions) (collectively, “Lease Termination Payments”), and (vD) any sum received from any Tenant to obtain a consent to an assignment or sublet or otherwise, or any holdover rents or use and occupancy fees from any Tenant or former Tenant (to the extent not being paid for use and occupancy or holdover rent); and (ii) Any other extraordinary event pursuant to which Borrower receives payment payments or income (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Payments”), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover FundsAgreement.

Deposits of Rollover Funds. (a) On the date hereofeach Monthly Payment Date, Borrower shall deposit with Lender an amount equal to Four Hundred Seventy-Eight and 40/100 Dollars ($280,000.00 for deposit into an account of Lender 478.40) (such account, the “Monthly Rollover Account” and any amounts deposited pursuant to this Section 7.4.1 are referred to herein as the “Rollover FundsDeposit”) for tenant improvements and leasing commissions that may be incurred following the date hereof. Thereafter, if at any time from time to time, the available balance of Rollover Funds on deposit in the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal to $8,049.77 (the “Monthly Rollover Deposit”), until such time as the balance of available Rollover Funds on deposit in the Rollover Reserve Account Amounts deposited pursuant to this Section 7.4.1(a) equals $280,000.00 (6.5.1 are referred to herein as the “Rollover Cap Amount”). Funds” and the account in which such amounts are held by Lender shall hereinafter be referred to as the “Rollover Account.” Notwithstanding anything any provisions of Section 6.5.1(a) hereof to contrary contained hereinthe contrary, upon provided and on condition that each of the occurrence Rollover Reserve Waiver Conditions Precedent are satisfied and during the continuance of a Major Tenant Trigger Periodremain satisfied at all times, Borrower shall commence making monthly deposits not be required to make the initial deposit to the Rollover Account on each Payment Date in an amount equal to account of tenant improvements or leasing conditions or make the Monthly Rollover Deposit until such on account of tenant improvements or leasing conditions as provided herein. If at any time as any or all of the Rollover Reserve Waiver Conditions Precedent are no Major Tenant Trigger Period existslonger met, notwithstanding the balance of available funds in Borrower shall immediately begin and shall continue to fund the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred on account of tenant improvements and leasing commissions as provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing Accountherein. (b) In addition to the deposits required under Section 7.4.1(a6.5.1(a), Borrower shall deposit, or cause to be deposited, with Lender all amounts paid to Borrower in connection with (i) any modification or amendment of any Lease, (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iii) any settlement of claims of Borrower against third parties in connection with any Lease, (iv) any rejection, termination, surrender, cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action and including any payment relating to unamortized tenant improvements and/or leasing commissions), and (v) any other extraordinary event pursuant to which Borrower receives payment (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Payments”), in each case, with respect to clauses (i), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b6.5.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover Funds.

Deposits of Rollover Funds. (a) On During the date continuance of a Trigger Period, Borrower shall, subject to Sections 6.10.2 and 6.6.3 hereof, Borrower shall deposit with Lender on each Monthly Payment Date an amount equal to $280,000.00 113,071.75, for deposit Acceptable Leasing Expenses, which amounts shall be transferred into an account of Lender Account established to hold such funds (such account, the “Rollover Account” and any amounts ”). Amounts deposited from time to time into the Rollover Account pursuant to this Section 7.4.1 6.6.1 are referred to herein as the “Rollover Funds”) for tenant improvements and leasing commissions that may be incurred following the date hereof. Thereafter, if at any time from time to time, the available balance of Rollover Funds on deposit in the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal to $8,049.77 (the “Monthly Rollover Deposit”), until such time as the balance of available Rollover Funds on deposit in the Rollover Reserve Account pursuant to this Section 7.4.1(a) equals $280,000.00 (the “Rollover Cap Amount”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount shall be deposited into the Clearing Account. (b) In addition to the required monthly deposits required under Section 7.4.1(a)set forth in subsection (a) above, the following items shall be deposited into the Rollover Account and held as Rollover Funds, and Borrower shall deposit, or cause advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to be deposited, instruct the Deposit Bank to deposit and hold such amounts in the Rollover Account pursuant to the Cash Management Agreement: all sums paid with Lender all amounts paid respect to Borrower in connection with (i) any a modification or amendment of any LeaseLease that materially reduces the Rent paid thereunder or the space demised thereunder, and (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iii) any settlement of claims of Borrower against third parties in connection with any Lease, (iv) any rejection, termination, surrender, surrender or cancellation or buy-out of any Lease (including in connection with any Bankruptcy Action and bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions), and (v) any other extraordinary event pursuant to which Borrower receives payment (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Termination Payments”); provided, however, that, provided no Trigger Event has occurred or is continuing, any portion of any individual Lease Termination Payment remaining in each case, with respect to clauses the Rollover Account (i), the “Remaining Lease Termination Payments”) after (ii), (iii), (ivx) substantially all of the applicable space has been relet or such lesser amount of the applicable space has been relet for not less than the same amount of aggregate rent and recoveries as the terminating tenant and (v)y) all associated costs have been paid (including, net of reasonablewithout limitation, out-of-pocket costs brokerage commissions, tenant allowances and expensesimprovements, if any, incurred by and rent abatements) shall be disbursed promptly to Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover Funds.

Deposits of Rollover Funds. 122 (a) On the date hereof, Borrower Lender shall deposit with Lender establish an amount equal to $280,000.00 Account for deposit into an account purposes of Lender holding any Lease Termination Payments (such account, the “Rollover Account” and any amounts ”). Amounts deposited from time to time into the Rollover Account pursuant to this Section 7.4.1 6.6.1 are referred to herein as the “Rollover Funds”. (b) for tenant improvements and leasing commissions that may be incurred The following the date hereof. Thereafter, if at any time from time to time, the available balance of Rollover Funds on deposit in the Rollover Account is less than $150,000.00, then Borrower shall deposit with Lender on each Payment Date thereafter an amount equal to $8,049.77 (the “Monthly Rollover Deposit”), until such time as the balance of available Rollover Funds on deposit in the Rollover Reserve Account pursuant to this Section 7.4.1(a) equals $280,000.00 (the “Rollover Cap Amount”). Notwithstanding anything to contrary contained herein, upon the occurrence and during the continuance of a Major Tenant Trigger Period, Borrower shall commence making monthly deposits to the Rollover Account on each Payment Date in an amount equal to the Monthly Rollover Deposit until such time as no Major Tenant Trigger Period exists, notwithstanding the balance of available funds in the Rollover Account may exceed the Rollover Cap Amount. At such time that the applicable Major Tenant Trigger Event Cure has occurred and provided no other Major Tenant Trigger Period exists, all available Rollover Funds in excess of the Rollover Cap Amount items shall be deposited into the Clearing Account. (b) In addition Rollover Account and held as Rollover Funds, and Borrower shall advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to instruct the Deposit Bank to deposit and hold such amounts in the Rollover Account pursuant to the deposits required under Cash Management Agreement: other than Lease Sweep Lease Termination Payments (which shall be deposited into the Lease Sweep Account in accordance with Section 7.4.1(a6.8.1 hereof), Borrower shall depositall sums actually paid by a Tenant under a Lease with respect to (A) a modification of such Lease that materially reduces the Rent paid thereunder or the space demised thereunder, or cause to be deposited, with Lender all amounts paid to Borrower in connection with and (i) any modification or amendment of any Lease, (ii) any consent (including any consent to an assignment or sublease of any Lease) or waiver by Borrower of any term, condition or provision under any Lease, (iii) any settlement of claims of Borrower against third parties in connection with any Lease, (ivB) any rejection, termination, surrender, surrender or cancellation or buy-out of any such Lease (including in connection with any Bankruptcy Action and bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions), and (v) any other extraordinary event pursuant to which Borrower receives payment (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement (collectively, the “Extraordinary Lease Termination Payments”); provided, however, for the avoidance of ambiguity, the reduction in each casethe Tenant Fund (as defined in the Ninth Amendment to the Bloomberg Lease) upon Borrower’s exercise of its Recapture Right (as defined in the Bloomberg Lease) pursuant to the Bloomberg Lease shall not constitute a Lease Termination Payment; provided, with respect to clauses however, that, provided no Trigger Event is continuing, any portion of any individual Lease Termination Payment remaining in the Rollover Account (ithe “Remaining Lease Termination Payments”) after (x) substantially all of the applicable space has been relet or such lesser amount of the applicable space has been relet for not less than the same amount of aggregate rent and recoveries as the terminating tenant and (y) all associated costs have been paid (including, without limitation, brokerage commissions, tenant allowances and improvements, and rent abatements, but specifically excluding any Unpaid TI/LC Obligation Amount which constitutes a “Guaranteed Obligation” as defined in the Guaranty of Bloomberg Obligations), (ii), (iii), (iv) and (v), net of reasonable, out-of-pocket costs and expenses, if any, incurred by shall be disbursed promptly to Borrower. In connection with any amount required to be deposited with Lender pursuant to this Section 7.4.1(b), Borrower shall provide prior notice to Lender of the amount and the nature thereof and otherwise cooperate with Lender to ensure that such amounts are properly accounted for and held as Rollover Funds.