Common use of Deposits of Rollover Funds Clause in Contracts

Deposits of Rollover Funds. (a) Borrower shall deposit with or on behalf of Lender on each Monthly Payment Date the sum of $10,683.77 (the “Monthly Rollover Reserve Deposit”), 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”). Lender may from time to time 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 Rollover 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 the foregoing, Borrower shall not be required to make the Monthly Rollover Reserve Deposit on any Monthly Payment Date on which each of the following conditions is satisfied (as determined by Lender in its sole and absolute discretion): (i) no Event of Default has occurred and is continuing, (ii) the PUREgraphite Lease is in full force and effect without any monetary or material non-monetary default by PUREgraphite Tenant under the PUREgraphite Lease beyond applicable cure periods then continuing, and (iii) PUREgraphite Tenant and/or PUREgraphite Guarantor has an Investment Grade Rating. (b) In addition to the required monthly deposits 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 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), all sums paid with respect to (A) a modification of any Lease or otherwise paid in connection with Borrower taking any action under any Lease (e.g., granting a consent) or waiving any provision thereof, (B) any settlement of claims of Borrower against third parties in connection with any Lease, (C) any rejection, termination, surrender or cancellation of any Lease (including in any 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/or application of any security deposit) (collectively, “Lease Termination Payments”), and (D) 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 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.

Deposits of Rollover Funds. (a) Borrower Borrowers shall deposit with or on behalf of Lender on each Monthly Payment Date the sum of $10,683.77 5,797.00 (the “Monthly Rollover Reserve Deposit”), 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”). Lender may from time to time reassess its reasonable estimate of the required monthly amount necessary for tenant improvements and leasing commissions and, upon notice to BorrowerBorrowers, Borrower Borrowers 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 6.6.1 are referred to herein as the “Rollover Funds”. Notwithstanding the foregoing, Borrower shall not be required to make the Monthly Rollover Reserve Deposit on any Monthly Payment Date on which each of the following conditions is satisfied (as determined by Lender in its sole and absolute discretion): (i) no Event of Default has occurred and is continuing, (ii) the PUREgraphite Lease is in full force and effect without any monetary or material non-monetary default by PUREgraphite Tenant under the PUREgraphite Lease beyond applicable cure periods then continuing, and (iii) PUREgraphite Tenant and/or PUREgraphite Guarantor has an Investment Grade Rating. (b) In addition to the required monthly deposits 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 Borrower Borrowers 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 6.10.1 hereof), all sums paid with respect to (A) a modification of any Lease or otherwise paid in connection with any Borrower taking any action under any Lease (e.g., granting a consent) or waiving any provision thereof, (B) any settlement of claims of Borrower against third parties in connection with any Lease, (C) any rejection, termination, surrender or cancellation of any Lease (including in any 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/or application of any security deposit) (collectively, “Lease Termination Payments”), and (D) 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 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.

Deposits of Rollover Funds. (a) Borrower shall deposit with or on behalf of Lender on each Monthly Payment Date the sum of $10,683.77 (the “Monthly Rollover Reserve Deposit”), 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”). Lender may from time to time 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 Rollover 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 the foregoing, Borrower shall not be required to make the Monthly Rollover Reserve Deposit on any Monthly Payment Date on which each of the following conditions is satisfied (as determined by Lender in its sole and absolute discretion): (i) no Event of Default has occurred and is continuing, (ii) the PUREgraphite Lease is in full force and effect without any monetary or material non-monetary default by PUREgraphite Tenant under the PUREgraphite Lease beyond applicable cure periods then continuing, and (iii) PUREgraphite Tenant and/or PUREgraphite Guarantor has an Investment Grade Rating. (b) In addition to the required monthly deposits set forth in subsection (a) above, the The following items shall be deposited into an Account (the “Rollover Account Account”) and held as Rollover Funds and shall be disbursed and released as set forth in Section 6.6.2 below, and Borrower shall advise Lender Agent at the time of receipt thereof of the nature of such receipt so that Lender 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) Other than Lease Sweep Lease Termination Payments (which shall be deposited into the Lease Sweep Account in accordance with Section 6.13.1 hereof), all All sums paid with respect to (A) a modification of any commercial Lease or otherwise paid in connection with Borrower taking any action under any commercial Lease (e.g., granting a consent) or waiving any provision thereof, (B) any settlement of claims of Borrower against third parties in connection with any commercial Lease, (C) any rejection, termination, surrender or cancellation of any commercial Lease (including in any 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/or application of any security depositcommissions) (collectively, “Lease Termination Payments”), and (D) 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 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.

Deposits of Rollover Funds. (a) During a Hilton Trigger Event, Borrower shall deposit with or on behalf of Lender on each Monthly Payment Date the sum of an amount equal to Eight Thousand Three Hundred Twelve and 50/100 Dollars ($10,683.77 8,312.50) (the “Monthly Rollover Reserve Deposit”), ) 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”). Lender may from time to time 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 Rollover Account. Amounts deposited from time to time into the Rollover Account pursuant to this Section 6.6.1 6.5.1 are referred to herein as the “Rollover Funds”. Notwithstanding ” and the foregoing, Borrower shall not be required to make the Monthly Rollover Reserve Deposit on any Monthly Payment Date on account in which each of the following conditions is satisfied (as determined such amounts are held by Lender in its sole and absolute discretion): (i) no Event of Default has occurred and is continuing, (ii) shall hereinafter be referred to as the PUREgraphite Lease is in full force and effect without any monetary or material non-monetary default by PUREgraphite Tenant under the PUREgraphite Lease beyond applicable cure periods then continuing, and (iii) PUREgraphite Tenant and/or PUREgraphite Guarantor has an Investment Grade Rating“Rollover Account.” (b) In addition to the deposits required monthly deposits set forth in subsection (a) aboveunder Section 6.5.1(a), 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 Borrower shall advise deposit, or cause to be deposited, with Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time all amounts paid to instruct the Deposit Bank to deposit and hold such amounts Borrower in the Rollover Account pursuant to the Cash Management Agreement: connection with (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), all sums paid with respect to (A) a any modification or amendment of any Lease Lease, (ii) any consent (including any consent to an assignment or otherwise paid in connection with sublease of any Lease) or waiver by Borrower taking of any action term, condition or provision under any Lease (e.g., granting a consent) or waiving any provision thereofLease, (Biii) any settlement of claims of Borrower against third parties in connection with any Lease, (Civ) any rejection, termination, surrender surrender, cancellation or cancellation buy-out of any Lease (including in connection with any bankruptcy case) or any lease buy-out or surrender payment from any Tenant (Bankruptcy Action and including any payment relating to unamortized tenant improvements and/or leasing commissions and/or application of any security deposit) (collectively, “Lease Termination Payments”commissions), and (Dv) 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 payments or income 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 AgreementAgreement (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 6.5.1(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) Borrower shall deposit with or on behalf of Lender on each Monthly Payment Date the sum of $10,683.77 (the “Monthly Rollover Reserve Deposit”), 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”). Lender may from time to time 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 Rollover 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 the foregoing, Borrower shall not be required to make the Monthly Rollover Reserve Deposit on any Monthly Payment Date on which each of the following conditions is satisfied (as determined by Lender in its sole and absolute discretion): (i) no Event of Default has occurred and is continuing, (ii) the PUREgraphite Lease is in full force and effect without any monetary or material non-monetary default by PUREgraphite Tenant under the PUREgraphite Lease beyond applicable cure periods then continuing, and (iii) PUREgraphite Tenant and/or PUREgraphite Guarantor has an Investment Grade Rating. (b) In addition to the required monthly deposits set forth in subsection (a) above, the The following items shall be deposited into an Account (the “Rollover Account Account”) and held as Rollover Funds and shall be disbursed and released as set forth in Section 6.6.2 below, and Borrower shall advise Lender Agent at the time of receipt thereof of the nature of such receipt so that Lender 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) Other than Lease Sweep Lease Termination Payments (which shall be deposited into the Lease Sweep Account in accordance with Section 6.13.1 hereof), all All sums paid with respect to (A) a modification of any commercial Lease or otherwise paid in connection with Borrower taking any action under any commercial Lease (e.g., granting a consent) or waiving any provision thereof, (B) any settlement of claims of Borrower against third parties in connection with any commercial Lease, (C) any rejection, termination, surrender or cancellation of any commercial Lease (including in any 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 commissions and/or application of any security depositdeposits) (collectively, “Lease Termination Payments”), and (D) 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 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.

Deposits of Rollover Funds. (a) Borrower Subject to the terms of Section 6.11, Borrowers shall deposit with or on behalf of Lender (i) the amount of $2,090,988 on the Closing Date in respect of tenant improvements pursuant to the Synapse Lease (the "Synapse Rollover Funds") and (ii) on each Monthly Payment Date the sum of $10,683.77 (the “Monthly Rollover Reserve Deposit”)126,180.75, for tenant improvements and leasing commissions that may be incurred following the date hereof, which amounts shall be transferred into an Account established at Deposit Bank to hold such funds (the “"Rollover Account”"). Lender may from time to time reassess its estimate of the required monthly amount necessary for tenant improvements and leasing commissions and, upon notice to BorrowerBorrowers, Borrower Borrowers 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 6.6.1 6.6.1, including, without limitation, the Synapse Rollover Funds are referred to herein as the “"Rollover Funds”. Notwithstanding the foregoing, Borrower shall not be required to make the Monthly Rollover Reserve Deposit on any Monthly Payment Date on which each of the following conditions is satisfied (as determined by Lender in its sole and absolute discretion): (i) no Event of Default has occurred and is continuing, (ii) the PUREgraphite Lease is in full force and effect without any monetary or material non-monetary default by PUREgraphite Tenant under the PUREgraphite Lease beyond applicable cure periods then continuing, and (iii) PUREgraphite Tenant and/or PUREgraphite Guarantor has an Investment Grade Rating". (b) In addition to the required monthly deposits set forth in subsection (a) aboveabove and notwithstanding the terms of Section 6.11, 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 the Borrower making such deposit 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), all All sums paid with respect to (A) a modification of any Lease or otherwise paid in connection with any Borrower taking any action under any Lease (e.g., granting a consent) or waiving any provision thereof, (B) any settlement of claims of any Borrower against third parties in connection with any Lease, (C) any rejection, termination, surrender or cancellation of any Lease (including in any bankruptcy case) which renders certain space in any Property vacant (a "Vacant Space") or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions and/or application of any security deposit) (commissions, collectively, “"Lease Termination Payments”"), and (D) 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 payments or income (in whatever form) derived from or generated by the use, 70 ownership or operation of the any Property not otherwise covered by this Agreement or the Cash Management Agreement.

Deposits of Rollover Funds. (a) On each Monthly Payment Date, Borrower shall deposit with or on behalf of Lender on each Monthly Payment Date the sum of an amount equal to Twelve Thousand Five Hundred Thirteen and 67/100 Dollars ($10,683.77 12,513.67) (the “Monthly Rollover Reserve Deposit”), ) 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”). Lender may from time to time 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 Rollover Account. Amounts deposited from time to time into the Rollover Account pursuant to this Section 6.6.1 7.4.1 are referred to herein as the “Rollover Funds”. Notwithstanding ” and the foregoing, Borrower shall not be required to make the Monthly Rollover Reserve Deposit on any Monthly Payment Date on account in which each of the following conditions is satisfied (as determined such amounts are held by Lender in its sole and absolute discretion): (i) no Event of Default has occurred and is continuing, (ii) shall hereinafter be referred to as the PUREgraphite Lease is in full force and effect without any monetary or material non-monetary default by PUREgraphite Tenant under the PUREgraphite Lease beyond applicable cure periods then continuing, and (iii) PUREgraphite Tenant and/or PUREgraphite Guarantor has an Investment Grade Rating“Rollover Account.” (b) In addition to the deposits required monthly deposits set forth in subsection (a) aboveunder Section 7.4.1(a), 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 Borrower shall advise deposit, or cause to be deposited, with Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time all amounts paid to instruct the Deposit Bank to deposit and hold such amounts Borrower in the Rollover Account pursuant to the Cash Management Agreement: connection with (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), all sums paid with respect to (A) a any modification or amendment of any Lease Lease, (ii) any consent (including any consent to an assignment or otherwise paid in connection with sublease of any Lease) or waiver by Borrower taking of any action term, condition or provision under any Lease (e.g., granting a consent) or waiving any provision thereofLease, (Biii) any settlement of claims of Borrower against third parties in connection with any Lease, (Civ) any rejection, termination, surrender surrender, cancellation or cancellation buy-out of any Lease (including in connection with any bankruptcy case) or any lease buy-out or surrender payment from any Tenant (Bankruptcy Action and including any payment relating to unamortized tenant improvements and/or leasing commissions and/or application of any security deposit) (collectively, “Lease Termination Payments”commissions), and (Dv) 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 payments or income 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 AgreementAgreement (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 6.5.1(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. (c) Notwithstanding anything to the contrary hereinbefore contained, Lender shall waive the requirement set forth herein for Borrower to make deposits into the Rollover Account so long as (i) no Event of Default has occurred and is continuing, (ii) all of the Property shall be demised pursuant to the Daimler Lease and (iii) the Daimler Lease is in full force and effect.

Deposits of Rollover Funds. (a) On each Monthly Payment Date, Borrower shall deposit with or on behalf of Lender on each Monthly Payment Date the sum of an amount equal to One Thousand Two Hundred Twelve and 67/100 Dollars ($10,683.77 1,212.67) (the “Monthly Rollover Reserve Deposit”), ) 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”). Lender may from time to time 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 Rollover Account. Amounts deposited from time to time into the Rollover Account pursuant to this Section 6.6.1 7.4.1 are referred to herein as the “Rollover Funds”. Notwithstanding ” and the foregoing, Borrower shall not be required to make the Monthly Rollover Reserve Deposit on any Monthly Payment Date on account in which each of the following conditions is satisfied (as determined such amounts are held by Lender in its sole and absolute discretion): (i) no Event of Default has occurred and is continuing, (ii) shall hereinafter be referred to as the PUREgraphite Lease is in full force and effect without any monetary or material non-monetary default by PUREgraphite Tenant under the PUREgraphite Lease beyond applicable cure periods then continuing, and (iii) PUREgraphite Tenant and/or PUREgraphite Guarantor has an Investment Grade Rating“Rollover Account.” (b) In addition to the deposits required monthly deposits set forth in subsection (a) aboveunder Section 7.4.1(a), 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 Borrower shall advise deposit, or cause to be deposited, with Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time all amounts paid to instruct the Deposit Bank to deposit and hold such amounts Borrower in the Rollover Account pursuant to the Cash Management Agreement: connection with (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), all sums paid with respect to (A) a any modification or amendment of any Lease Lease, (ii) any consent (including any consent to an assignment or otherwise paid in connection with sublease of any Lease) or waiver by Borrower taking of any action term, condition or provision under any Lease (e.g., granting a consent) or waiving any provision thereofLease, (Biii) any settlement of claims of Borrower against third parties in connection with any Lease, (Civ) any rejection, termination, surrender surrender, cancellation or cancellation buy-out of any Lease (including in connection with any bankruptcy case) or any lease buy-out or surrender payment from any Tenant (Bankruptcy Action and including any payment relating to unamortized tenant improvements and/or leasing commissions and/or application of any security deposit) (collectively, “Lease Termination Payments”commissions), and (Dv) 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 payments or income 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 AgreementAgreement (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 6.5.1(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. (c) Notwithstanding anything to the contrary hereinbefore contained, Lender shall waive the requirement set forth herein for Borrower to make deposits into the Rollover Account so long as (i) no Event of Default has occurred and is continuing, (ii) all of the Property shall be demised pursuant to the Major Tenant Lease and (iii) the Major Tenant Lease is in full force and effect.

Deposits of Rollover Funds. (a) On the Closing Date, Borrower shall deposit with or on behalf of Lender an amount equal to the Initial Rollover Reserve Deposit Amount and, on each Monthly Payment Date the sum of Date, Borrower shall deposit with Lender an amount equal to Ninety-Four Thousand One Hundred Eighty-Three and 00/100 Dollars ($10,683.77 94,183.00) (the “Monthly Rollover Reserve Deposit”), ) 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”). Lender may from time to time 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 Rollover Account. Amounts deposited from time to time into the Rollover Account pursuant to Section 2.7.2(b)(xi) and this Section 6.6.1 6.5.1 are referred to herein as the “Rollover Funds”. Notwithstanding ” and the foregoing, Borrower shall not be required to make the Monthly Rollover Reserve Deposit on any Monthly Payment Date on account in which each of the following conditions is satisfied (as determined such amounts are held by Lender in its sole and absolute discretion): (i) no Event of Default has occurred and is continuing, (ii) shall hereinafter be referred to as the PUREgraphite Lease is in full force and effect without any monetary or material non-monetary default by PUREgraphite Tenant under the PUREgraphite Lease beyond applicable cure periods then continuing, and (iii) PUREgraphite Tenant and/or PUREgraphite Guarantor has an Investment Grade Rating“Rollover Account”. (b) In addition to the deposits required monthly deposits set forth in subsection (a) aboveunder Section 6.5.1(a), 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 Borrower shall advise deposit, or cause to be deposited, with Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time all amounts paid to instruct the Deposit Bank to deposit and hold such amounts Borrower in the Rollover Account pursuant to the Cash Management Agreement: connection with (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), all sums paid with respect to (A) a any modification or amendment of any Lease Lease, (ii) any consent (including any consent to an assignment or otherwise paid in connection with sublease of any Lease) or waiver by Borrower taking of any action term, condition or provision under any Lease (e.g., granting a consent) or waiving any provision thereofLease, (Biii) any settlement of claims of Borrower against third parties in connection with any Lease, (Civ) any rejection, termination, surrender surrender, cancellation or cancellation buy-out of any Lease (including in connection with any bankruptcy case) or any lease buy-out or surrender payment from any Tenant (Bankruptcy Action and including any payment relating to unamortized tenant improvements and/or leasing commissions and/or application of any security deposit) (collectively, “Lease Termination Payments”commissions), and (Dv) 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 payments or income 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 AgreementAgreement (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 6.5.1(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.