Deposits to Rollover Reserve Fund. On the Closing Date, Borrower shall deposit in the Rollover Reserve Fund $2,125,000. Borrower shall pay to Lender on each Payment Date for deposit into the Rollover Reserve Fund $125,000 until the amount on deposit in the Rollover Reserve Fund equals $9,500,000.00 (the Rollover Reserve Fund Cap) for the initial time. After the funds on deposit in the Rollover Reserve Fund equal the Rollover Reserve Fund Cap for the initial time, Borrower shall pay to Lender on each Payment Date for deposit into the Rollover Reserve Fund an amount, if any, equal to the lesser of (A) $125,000 and (B) the amount, if any, needed to cause the amount on deposit in the Rollover Reserve Fund to equal the Rollover Reserve Fund Cap. Any funds transferred from the Vacant B Space Rollover Reserve Fund to the Rollover Reserve Fund pursuant to Section 16.5.1 shall count as funds on deposit in the Rollover Reserve Fund for purposes of the determination of the payment obligation described in the immediately preceding two sentences. In the event the Borrower leases any rollover space at an Individual Property after the expiration of the related tenant lease (which rollover space is not subject to the BofA Lease) pursuant to a lease for five (5) years or more on terms acceptable to and approved by Lender, then the Lender shall distribute to the Borrower from the funds on deposit in the Rollover Reserve Fund an amount equal to (i) the product of $6.75 multiplied by the rentable square footage covered by the new lease minus (ii) any tenant improvement costs and leasing commissions incurred by Borrower in connection with leasing such space; provided, that notwithstanding such release of funds from the Rollover Reserve Fund, the amount of funds required to be deposited therein on each Payment Date as described above shall not be affected. In the event the Borrower leases any rollover space at an Individual Property after the expiration of the related tenant lease (which rollover space is not subject to the BofA Lease) pursuant to a lease which is for a term at least coterminous with the Loan (or later) to a Tenant that is rated at least “BBB” (or the equivalent) by S&P, Fitch and Xxxxx’x and is otherwise on terms acceptable to and approved by Lender, then the Rollover Reserve Fund Cap shall be reduced by an amount equal to the product of (x) the then current Rollover Reserve Fund Cap (i.e. initially $9,500,000.00, subject to any reductions pursuant to this sentence) multiplied by (y) a fraction expressed as a percentage the numerator of which is the rentable square footage covered by the applicable lease and the denominator of which is 515,161 (i.e. the total square footage of space at the Property (excluding the space occupied by Bank of America, N.A. under the BofA Lease) which has Tenant leases that expire during the term of the Loan). Amounts shall be deposited with and held by Lender in the Rollover Reserve Fund for tenant improvement and leasing commission obligations incurred following the date hereof in connection with tenant leases that expire during the term of the Loan. Amounts so deposited and the account in which such amounts are held shall hereinafter be referred to as the Rollover Reserve Fund.
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Samples: Loan and Security Agreement (KBS Real Estate Investment Trust, Inc.), Loan and Security Agreement (American Financial Realty Trust)
Deposits to Rollover Reserve Fund. On Borrower shall deposit with Lender (a) on the Closing Date, Borrower shall deposit the amount of $6,476,000 (the “Initial Rollover Reserve Deposit”) in the Rollover Reserve Fund $2,125,000. Borrower shall pay to Lender form of cash and/or a Letter of Credit (or any combination thereof) in accordance with Section 7.6 hereof and (b) on each Payment Date for deposit into commencing on January 10, 2003, up to the Payment Date immediately preceding the Maturity Date the sum of $64,749 (as such amount may be adjusted from time to time as herein provided, including but not limited to additional deposits required for, if applicable, the Additional Rollover Reserve Fund $125,000 until Monthly Deposit as set forth in Section 2.7(a) hereof) (the amount on deposit in the “Rollover Reserve Fund equals $9,500,000.00 (the Rollover Reserve Fund Cap) for the initial time. After the Monthly Deposit”), such funds on deposit in the Rollover Reserve Fund equal the Rollover Reserve Fund Cap for the initial time, Borrower shall pay to Lender on each Payment Date for deposit into the Rollover Reserve Fund an amount, if any, equal to the lesser of (A) $125,000 and (B) the amount, if any, needed to cause the amount on deposit in the Rollover Reserve Fund to equal the Rollover Reserve Fund Cap. Any funds transferred from the Vacant B Space Rollover Reserve Fund to the Rollover Reserve Fund pursuant to Section 16.5.1 shall count as funds on deposit in the Rollover Reserve Fund for purposes of the determination of the payment obligation described in the immediately preceding two sentences. In the event the Borrower leases any rollover space at an Individual Property after the expiration of the related tenant lease (which rollover space is not subject to the BofA Lease) pursuant to a lease for five (5) years or more on terms acceptable to and approved by Lender, then the Lender shall distribute to the Borrower from the funds on deposit in the Rollover Reserve Fund an amount equal to (i) the product of $6.75 multiplied by the rentable square footage covered by the new lease minus (ii) any tenant improvement costs and leasing commissions incurred by Borrower in connection with leasing such space; provided, that notwithstanding such release of funds from the Rollover Reserve Fund, the amount of funds required to be deposited therein on each Payment Date as described above shall not be affected. In the event the Borrower leases any rollover space at an Individual Property after the expiration of the related tenant lease (which rollover space is not subject to the BofA Lease) pursuant to a lease which is for a term at least coterminous with the Loan (or later) to a Tenant that is rated at least “BBB” (or the equivalent) by S&P, Fitch and Xxxxx’x and is otherwise on terms acceptable to and approved by Lender, then the Rollover Reserve Fund Cap shall be reduced by an amount equal to the product of (x) the then current Rollover Reserve Fund Cap (i.e. initially $9,500,000.00, subject to any reductions pursuant to this sentence) multiplied by (y) a fraction expressed as a percentage the numerator of which is the rentable square footage covered by the applicable lease and the denominator of which is 515,161 (i.e. the total square footage of space at the Property (excluding the space occupied by Bank of America, N.A. under the BofA Lease) which has Tenant leases that expire during the term of the Loan). Amounts shall be deposited with and held by Lender in the Rollover Reserve Fund for tenant improvement and leasing commission obligations incurred following the date hereof hereof. From and after the time that any Individual Property is released hereunder, the then amount of the Rollover Reserve Monthly Deposit shall be reduced by the amount set forth in the Rollover Reserve column on Schedule I. In addition, Borrower shall pay to Lender for deposit with Lender all funds received by Borrower in connection with any cancellation, termination or surrender of any Lease, including, but not limited to, any surrender or cancellation fees, buy-out fees, or reimbursements for tenant leases improvements and leasing commissions (provided that expire during the term funds received by Lender shall be held for tenant improvement and leasing commission obligations for the space in which such funds were received). In the event that Borrower shows Lender evidence that the space for which such fees or reimbursements (set forth in the preceding sentence) were received by Borrower is rented (i) without payment by Borrower of any tenant improvement allowance or leasing commission in connection with such space or (ii) by Borrower for less costs for tenant improvement and leasing obligations than the amount of the Loanfees or reimbursements received by Lender, Lender shall (x) remit all funds to Borrower in the event of (i) above or (y) such excess funds to Borrower in the event of (ii) above. Amounts All such amounts so deposited shall hereinafter be referred to as the “Rollover Reserve Fund” and the account in to which such amounts are held shall hereinafter be referred to as the “Rollover Reserve FundAccount”.
Appears in 1 contract
Samples: Loan Agreement (Koger Equity Inc)
Deposits to Rollover Reserve Fund. On the Closing Date, Borrower shall deposit in the Rollover Reserve Fund $2,125,000. Borrower shall pay to Lender (a) on the Closing Date an initial deposit of $2,750,000.00 and (b) on each Payment Date for deposit into thereafter during the Rollover Reserve Fund $125,000 until the amount on deposit in the Rollover Reserve Fund equals $9,500,000.00 (the Rollover Reserve Fund Cap) for the initial time. After the funds on deposit in the Rollover Reserve Fund equal the Rollover Reserve Fund Cap for the initial timeexistence of a Cash Sweep Period, Borrower shall pay to Lender on each Payment Date for deposit into the Rollover Reserve Fund an amount, if any, equal to the lesser of (A) $125,000 and (B) the amount, if any, needed to cause the amount on deposit in the Rollover Reserve Fund to equal the Rollover Reserve Fund Cap. Any funds transferred from the Vacant B Space Rollover Reserve Fund to the Rollover Reserve Fund pursuant to Section 16.5.1 shall count as funds on deposit in the Rollover Reserve Fund for purposes of the determination of the payment obligation described in the immediately preceding two sentences. In the event the Borrower leases any rollover space at an Individual Property after the expiration of the related tenant lease (which rollover space is not subject to the BofA Lease) pursuant to a lease for five (5) years or more on terms acceptable to and approved by Lender, then the Lender shall distribute to the Borrower from the funds on deposit in the Rollover Reserve Fund an amount equal to (i) the product of $6.75 1.50 multiplied by the rentable square footage covered then existing aggregate gross leasable area of the Property, divided by 12 (the new lease minus (ii) any tenant improvement costs and leasing commissions incurred by Borrower in connection with leasing such space; provided, that notwithstanding such release of funds from the “Rollover Reserve FundMonthly Deposit”), the amount of funds required to be deposited therein on each Payment Date as described above shall not be affected. In the event the Borrower leases any rollover space at an Individual Property after the expiration of the related tenant lease (which rollover space is not subject to the BofA Lease) pursuant to a lease which is for a term at least coterminous with the Loan (or later) to a Tenant that is rated at least “BBB” (or the equivalent) by S&P, Fitch and Xxxxx’x and is otherwise on terms acceptable to and approved by Lender, then the Rollover Reserve Fund Cap shall be reduced by an amount equal to the product of (x) the then current Rollover Reserve Fund Cap (i.e. initially $9,500,000.00, subject to any reductions pursuant to this sentence) multiplied by (y) a fraction expressed as a percentage the numerator of which is the rentable square footage covered by the applicable lease and the denominator of which is 515,161 (i.e. the total square footage of space at the Property (excluding the space occupied by Bank of America, N.A. under the BofA Lease) which has Tenant leases that expire during the term of the Loan). Amounts amounts shall be deposited with and held by Lender in the Rollover Reserve Fund for tenant improvement and leasing commission obligations incurred following the date hereof in connection with tenant leases that expire during Leases entered into in accordance with the term terms hereof (the “TILC Obligations”). In the event of a Partial Release or Substitution, the Rollover Reserve Monthly Deposit shall be reduced or increased to be an amount equal to $1.50 multiplied by the total number of square feet of the LoanImprovements located at the Individual Properties that are subject to the Loan following the completion of such Partial Release or Substitution, divided by twelve. Amounts so deposited shall hereinafter be referred to as the “Rollover Reserve Fund” and the account in to which such amounts are held shall hereinafter be referred to as the “Rollover Reserve Account.” Borrower shall also pay to Lender, for deposit into the Rollover Reserve Account, all fees and other payments made to Borrower in connection with or relating to the rejection, buy-out, termination, surrender or cancellation of any Lease (collectively, “Lease Termination Payments”). Notwithstanding the aforementioned, deposits to the Rollover Reserve Fund following the initial deposit specified above shall not cause the aggregate amount of the Rollover Reserve Fund to exceed $2,000,000.00 in the aggregate (the “Rollover Reserve Cap”) on any Payment Date (after giving effect to the payment of the Rollover Reserve Monthly Deposit and any Lease Termination Payments) and accordingly, to the extent a Rollover Reserve Monthly Deposit or a deposit of a Lease Termination Payment would result in the aggregate amount of Rollover Reserve Funds in the Rollover Reserve Account exceeding the Rollover Reserve Cap, such Rollover Reserve Monthly Deposit or Lease Termination Payment deposit shall be decreased by an amount equal to such excess. Any interest earned on funds on deposit in the Rollover Reserve Account shall be added to and become a part of the Rollover Reserve Fund.
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Deposits to Rollover Reserve Fund. On the Closing Date, Borrower shall deposit in the Rollover Reserve Fund $2,125,000. Borrower shall pay to Lender on each Payment Date for deposit into during the Rollover Reserve Fund $125,000 until the amount on deposit in the Rollover Reserve Fund equals $9,500,000.00 (the Rollover Reserve Fund Cap) for the initial time. After the funds on deposit in the Rollover Reserve Fund equal the Rollover Reserve Fund Cap for the initial timeexistence of a Cash Sweep Period, Borrower shall pay to Lender on each Payment Date for deposit into the Rollover Reserve Fund an amount, if any, equal to the lesser of (A) $125,000 and (B) the amount, if any, needed to cause the amount on deposit in the Rollover Reserve Fund to equal the Rollover Reserve Fund Cap. Any funds transferred from the Vacant B Space Rollover Reserve Fund to the Rollover Reserve Fund pursuant to Section 16.5.1 shall count as funds on deposit in the Rollover Reserve Fund for purposes of the determination of the payment obligation described in the immediately preceding two sentences. In the event the Borrower leases any rollover space at an Individual Property after the expiration of the related tenant lease (which rollover space is not subject to the BofA Lease) pursuant to a lease for five (5) years or more on terms acceptable to and approved by Lender, then the Lender shall distribute to the Borrower from the funds on deposit in the Rollover Reserve Fund an amount equal to (i) the product of $6.75 1.00 multiplied by the rentable square footage covered then existing aggregate net leasable area of the Property, divided by 12 (the new lease minus (ii) any tenant improvement costs and leasing commissions incurred by Borrower in connection with leasing such space; provided, that notwithstanding such release of funds from the “Rollover Reserve FundMonthly Deposit”), the amount of funds required to be deposited therein on each Payment Date as described above shall not be affected. In the event the Borrower leases any rollover space at an Individual Property after the expiration of the related tenant lease (which rollover space is not subject to the BofA Lease) pursuant to a lease which is for a term at least coterminous with the Loan (or later) to a Tenant that is rated at least “BBB” (or the equivalent) by S&P, Fitch and Xxxxx’x and is otherwise on terms acceptable to and approved by Lender, then the Rollover Reserve Fund Cap shall be reduced by an amount equal to the product of (x) the then current Rollover Reserve Fund Cap (i.e. initially $9,500,000.00, subject to any reductions pursuant to this sentence) multiplied by (y) a fraction expressed as a percentage the numerator of which is the rentable square footage covered by the applicable lease and the denominator of which is 515,161 (i.e. the total square footage of space at the Property (excluding the space occupied by Bank of America, N.A. under the BofA Lease) which has Tenant leases that expire during the term of the Loan). Amounts amounts shall be deposited with and held by Lender in the Rollover Reserve Fund for tenant improvement and leasing commission obligations incurred following the date hereof in connection with tenant leases that expire during Leases entered into in accordance with the term terms hereof (the “TILC Obligations”). Notwithstanding the foregoing, the Rollover Reserve Monthly Deposit on each Payment Date after the occurrence of a Lease Rollover Trigger Event until the completion of the Loanapplicable Lease Rollover Cure Event shall be all Excess Cash Flow. In the event of a Partial Release, the Rollover Reserve Monthly Deposit shall be reduced to be an amount equal to $1.00 multiplied by the total number of square feet of the Improvements located at the Individual Properties that are subject to the Loan following the completion of such Partial Release, divided by twelve. Amounts so deposited shall hereinafter be referred to as the “Rollover Reserve Fund” and the account in to which such amounts are held shall hereinafter be referred to as the “Rollover Reserve Account.” Borrower shall also pay to Lender, for deposit into the Rollover Reserve Account, all fees and other payments made to Borrower in connection with or relating to the rejection, buy-out, termination, surrender or cancellation of any Lease (collectively, “Lease Termination Payments”); excepting, however, any Lease Termination Payments related to a Major Tenant Lease. Notwithstanding the aforementioned, deposits to the Rollover Reserve Fund shall not cause the aggregate amount of the Rollover Reserve Fund to exceed $6,000,000.00 in the aggregate (the “Rollover Reserve Cap”) on any Payment Date (after giving effect to the payment of the Rollover Reserve Monthly Deposit and any Lease Termination Payments) and accordingly, to the extent a Rollover Reserve Monthly Deposit or a deposit of a Lease Termination Payment would result in the aggregate amount of Rollover Reserve Funds in the Rollover Reserve Account exceeding the Rollover Reserve Cap, such Rollover Reserve Monthly Deposit or Lease Termination Payment deposit shall be decreased by an amount equal to such excess. Any interest earned on funds on deposit in the Rollover Reserve Account shall be added to and become a part of the Rollover Reserve Fund.. In lieu of making the Rollover Reserve Monthly Deposits as required hereunder, Borrower shall be allowed to deposit with Lender an unconditional irrevocable letter of credit (the “Rollover Reserve Letter of Credit”) in an amount initially equal to (a) if such Rollover Reserve Letter of Credit is deposited with Lender prior to the third Payment Date occurring during the existence of a Cash Sweep Period, $1.00 multiplied by the then existing aggregate net leasable area of the Property, divided by 4, and (b) if such Rollover Reserve Letter of Credit is deposited with Lender after the third Payment Date occurring during the existence of a Cash Sweep Period, the aggregate amount of all Rollover Reserve Funds then held by Lender (which Rollover Reserve Funds will be disbursed to Borrower upon receipt of the Rollover Reserve Letter of Credit). During the existence of a Cash Sweep Period, on every third Payment Date occurring after the date the Rollover Reserve Letter of Credit is deposited with Lender until the face amount of the Rollover Reserve Letter of Credit is equal to the Rollover Reserve Cap, Borrower shall cause the face amount of the Rollover Reserve Letter of Credit to be increased by an amount equal to $1.00 multiplied by the then existing aggregate net leasable area of the Property, divided by 4. In no event shall any such increase cause the face amount of the Rollover Reserve Letter of Credit to be larger than the Rollover Reserve Cap. Borrower shall cause the Rollover Reserve Letter of Credit to be reissued or amended within ten (10) days following each such recalculation to reflect the increased amount thereof. Such Rollover Reserve Letter of Credit shall be issued by an issuer and otherwise in form and substance reasonably acceptable to Lender, Lender agreeing that KeyBank National Association is an acceptable issuer of such Rollover Reserve Letter of Credit. The Rollover Reserve Letter of Credit (a) shall be obtained by an “applicant” that is not the Borrower, (b) shall provide that it is transferable by Lender and its successors at no cost to them, and that the issuer of such a letter of credit will look solely to parties other than Lender for any transfer costs or fees, (c) shall provide for partial draws thereon, (d) shall be payable by sight draft only and shall not include any requirements or conditions for draws other than Lender’s demand therefor, and (e) shall have a term expiring not earlier than thirteen (13) months from the date of its issuance. Not less than thirty (30) days prior to the expiration date of the Rollover Reserve Letter of Credit then held by Lender hereunder, Borrower shall deposit with Lender a replacement Rollover Reserve Letter of Credit complying with the requirements of this paragraph or provide Lender with evidence reasonably satisfactory to Lender that the expiration date of the existing Rollover Reserve Letter of Credit has been extended an additional twelve (12) months. Borrower’s failure to provide to Lender such replacement or extension as required by the immediately prior sentence shall allow Lender to draw the entire remaining proceeds thereof and deposit the same in the Rollover Reserve Account. The Rollover Reserve Letter of Credit and all proceeds thereof shall be deemed part of the Reserve Funds, and shall be held in escrow by Lender according to the terms of this Agreement. Borrower will pay all costs associated with the initial issuance, any modification or re-issuance of the Rollover Reserve Letter of Credit, now or in the future, in connection with any transfer of the Loan by Lender, in connection with any Securitization or otherwise. Upon such transfer, Borrower agrees that Lender is released from all liability in respect of the Rollover Reserve Letter of Credit, and that Borrower shall look solely to the transferee with respect to all matters relating to the Rollover Reserve Letter of Credit. In the event that all then existing Cash Sweep Events have been cured during a period wherein Lender is in possession of the Rollover Reserve Letter of Credit, Lender will promptly return the Rollover Reserve Letter of Credit to Borrower within five (5) Business Days following Lender’s acceptance of Borrower’s cure. 101
Appears in 1 contract
Deposits to Rollover Reserve Fund. On the Closing Date, Borrower shall deposit in the Rollover Reserve Fund $2,125,000. Borrower shall pay to Lender on each Payment Date for deposit into the Rollover Reserve Fund sum of $125,000 13,889.00 until the amount on deposit in the Rollover Reserve Fund equals Account (as hereinafter defined) shall be equal to or greater than $9,500,000.00 500,000.00 (the “Rollover Funding Threshold”) and in the event that at any time disbursements are made to Borrower from the Rollover Reserve Fund Cap(as hereinafter defined) for so as to reduce the initial time. After amounts therein below the funds on deposit Rollover Funding Threshold, Borrower shall be obligated, commencing with the next due installment of the Monthly Debt Service Payment Amount, to resume payment of the Rollover Reserve Fund installment deposits until the amounts in the Rollover Reserve Fund Account shall be equal to or greater than the Rollover Reserve Fund Cap for the initial time, Borrower shall pay to Lender on each Payment Date for deposit into the Rollover Reserve Fund an amount, if any, equal to the lesser of (A) $125,000 and (B) the amount, if any, needed to cause the amount on deposit in the Rollover Reserve Fund to equal the Rollover Reserve Fund CapFunding Threshold. Any All such funds transferred from the Vacant B Space Rollover Reserve Fund to the Rollover Reserve Fund pursuant to Section 16.5.1 shall count as funds on deposit in the Rollover Reserve Fund for purposes of the determination of the payment obligation described in the immediately preceding two sentences. In the event the Borrower leases any rollover space at an Individual Property after the expiration of the related tenant lease (which rollover space is not subject to the BofA Lease) pursuant to a lease for five (5) years or more on terms acceptable to and approved by Lender, then the Lender shall distribute to the Borrower from the funds on deposit in the Rollover Reserve Fund an amount equal to (i) the product of $6.75 multiplied by the rentable square footage covered by the new lease minus (ii) any tenant improvement costs and leasing commissions incurred deposited by Borrower with Lender in connection with leasing such space; provided, that notwithstanding such release of funds from the Rollover Reserve Fund, the amount of funds required to be deposited therein on each Payment Date as described above shall not be affected. In the event the Borrower leases any rollover space at an Individual Property after the expiration of the related tenant lease (which rollover space is not subject to the BofA Lease) pursuant to a lease which is for a term at least coterminous with the Loan (or later) to a Tenant that is rated at least “BBB” (or the equivalent) by S&P, Fitch and Xxxxx’x and is otherwise on terms acceptable to and approved by Lender, then the Rollover Reserve Fund Cap shall be reduced by an amount equal to the product of (x) the then current Rollover Reserve Fund Cap (i.e. initially $9,500,000.00, subject to any reductions pursuant to this sentence) multiplied by (y) a fraction expressed as a percentage the numerator of which is the rentable square footage covered by the applicable lease and the denominator of which is 515,161 (i.e. the total square footage of space at the Property (excluding the space occupied by Bank of America, N.A. under the BofA Lease) which has Tenant leases that expire during the term of the Loan). Amounts Section 7.4.1 shall be deposited with and held by Lender in the Rollover Reserve Fund for tenant improvement and leasing commission obligations incurred following the date hereof hereof. In addition, Borrower shall pay to Lender for deposit with Lender all funds received by Borrower in connection with any cancellation, termination or surrender of any Lease, including, but not limited to, any surrender or cancellation fees, buy-out fees, or reimbursements for tenant leases that expire during the term of the Loanimprovements and leasing commissions. Amounts All such amounts so deposited shall hereinafter be referred to as the “Rollover Reserve Fund” and the account in to which such amounts are held shall hereinafter be referred to as the “Rollover Reserve FundAccount”.
Appears in 1 contract
Samples: Loan Agreement (Fairchild Corp)
Deposits to Rollover Reserve Fund. On each Payment Date during the Closing Datecontinuance of a Cash Sweep Period, Borrower shall deposit in the Rollover Reserve Fund $2,125,000. Borrower shall pay to with Lender on each Payment Date for deposit into the Rollover Reserve Fund $125,000 until the amount on deposit in the Rollover Reserve Fund equals $9,500,000.00 (the Rollover Reserve Fund Cap) for the initial time. After the funds on deposit in the Rollover Reserve Fund equal the Rollover Reserve Fund Cap for the initial time, Borrower shall pay to Lender on each Payment Date for deposit into the Rollover Reserve Fund an amount, if any, equal to the lesser of (A) $125,000 and (B) the amount, if any, needed to cause the amount on deposit in the Rollover Reserve Fund to equal the Rollover Reserve Fund Cap. Any funds transferred from the Vacant B Space Rollover Reserve Fund to the Rollover Reserve Fund pursuant subject to Section 16.5.1 shall count as funds on deposit in the Rollover Reserve Fund for purposes of the determination of the payment obligation described in the immediately preceding two sentences. In the event the Borrower leases any rollover space at an Individual Property after the expiration of the related tenant lease (which rollover space is not subject to the BofA Lease2.6.3 hereof) pursuant to a lease for five (5) years or more on terms acceptable to and approved by Lender, then the Lender shall distribute to the Borrower from the funds on deposit in the Rollover Reserve Fund an amount equal to (ia) the product of $6.75 1.00 multiplied by the total number of rentable square footage covered by the new lease minus (ii) any tenant improvement costs and leasing commissions incurred by Borrower in connection with leasing such space; provided, that notwithstanding such release of funds from the Rollover Reserve Fund, the amount of funds required to be deposited therein on each Payment Date as described above shall not be affected. In the event the Borrower leases any rollover space at an Individual Property after the expiration feet of the related tenant lease (which rollover space is not subject to the BofA Lease) pursuant to a lease which is for a term at least coterminous with the Loan (or later) to a Tenant that is rated at least “BBB” (or the equivalent) by S&P, Fitch and Xxxxx’x and is otherwise on terms acceptable to and approved by Lender, then the Rollover Reserve Fund Cap shall be reduced by an amount equal to the product of (x) the then current Rollover Reserve Fund Cap (i.e. initially $9,500,000.00, subject to any reductions pursuant to this sentence) multiplied by (y) a fraction expressed as a percentage the numerator of which is the rentable square footage covered by the applicable lease and the denominator of which is 515,161 (i.e. the total square footage of space Improvements located at the Property at the time of such Cash Sweep Period, (excluding b) divided by twelve (12) (the space occupied by Bank of America“Rollover Reserve Monthly Deposit”), N.A. under the BofA Lease) which has Tenant leases that expire during the term of the Loan). Amounts amounts shall be deposited with and held by Lender in the Rollover Reserve Fund for tenant improvement and leasing commission obligations incurred following the date hereof in connection with tenant leases that expire during Leases entered into in accordance with the term terms hereof (the “TILC Obligations”). In the event of a Partial Release, the Rollover Reserve Monthly Deposit shall be reduced by an amount equal to (i) $1.00 multiplied by the total number of rentable square feet of the LoanImprovements located at the Individual Property that is the subject of such Partial Release, (ii) divided by twelve. At Borrower’s election, in its sole discretion, Borrower may deposit into the Rollover Reserve Account an amount equal to all or any portion of any outstanding TILC Obligations due from Borrower in connection with satisfying a CPC Bankruptcy Trigger Event Cure or a CPC Goes Dark Trigger Event. Amounts so deposited shall hereinafter be referred to as the “Rollover Reserve Fund” and the account in to which such amounts are held shall hereinafter be referred to as the “Rollover Reserve FundAccount.” Upon the occurrence and during the continuance of a Cash Sweep Period, Borrower shall also pay to Lender, for deposit into the Rollover Reserve Account, all fees and other like payments (but not amounts that would be considered Rents) made to Borrower in connection with or relating to the rejection, buy-out, termination, surrender or cancellation of any Lease.
Appears in 1 contract
Deposits to Rollover Reserve Fund. On Borrower shall deposit with Lender (a) on the Closing Date, Borrower shall deposit the amount of $6,476,000 (the "Initial Rollover Reserve Deposit") in the Rollover Reserve Fund $2,125,000. Borrower shall pay to Lender form of cash and/or a Letter of Credit (or any combination thereof) in accordance with Section 7.6 hereof and (b) on each Payment Date for deposit into commencing on January 10, 2003, up to the Payment Date immediately preceding the Maturity Date the sum of $64,749 (as such amount may be adjusted from time to time as herein provided, including but not limited to additional deposits required for, if applicable, the Additional Rollover Reserve Fund $125,000 until Monthly Deposit as set forth in Section 2.7(a) hereof) (the amount on deposit in the "Rollover Reserve Fund equals $9,500,000.00 (the Rollover Reserve Fund Cap) for the initial time. After the Monthly Deposit"), such funds on deposit in the Rollover Reserve Fund equal the Rollover Reserve Fund Cap for the initial time, Borrower shall pay to Lender on each Payment Date for deposit into the Rollover Reserve Fund an amount, if any, equal to the lesser of (A) $125,000 and (B) the amount, if any, needed to cause the amount on deposit in the Rollover Reserve Fund to equal the Rollover Reserve Fund Cap. Any funds transferred from the Vacant B Space Rollover Reserve Fund to the Rollover Reserve Fund pursuant to Section 16.5.1 shall count as funds on deposit in the Rollover Reserve Fund for purposes of the determination of the payment obligation described in the immediately preceding two sentences. In the event the Borrower leases any rollover space at an Individual Property after the expiration of the related tenant lease (which rollover space is not subject to the BofA Lease) pursuant to a lease for five (5) years or more on terms acceptable to and approved by Lender, then the Lender shall distribute to the Borrower from the funds on deposit in the Rollover Reserve Fund an amount equal to (i) the product of $6.75 multiplied by the rentable square footage covered by the new lease minus (ii) any tenant improvement costs and leasing commissions incurred by Borrower in connection with leasing such space; provided, that notwithstanding such release of funds from the Rollover Reserve Fund, the amount of funds required to be deposited therein on each Payment Date as described above shall not be affected. In the event the Borrower leases any rollover space at an Individual Property after the expiration of the related tenant lease (which rollover space is not subject to the BofA Lease) pursuant to a lease which is for a term at least coterminous with the Loan (or later) to a Tenant that is rated at least “BBB” (or the equivalent) by S&P, Fitch and Xxxxx’x and is otherwise on terms acceptable to and approved by Lender, then the Rollover Reserve Fund Cap shall be reduced by an amount equal to the product of (x) the then current Rollover Reserve Fund Cap (i.e. initially $9,500,000.00, subject to any reductions pursuant to this sentence) multiplied by (y) a fraction expressed as a percentage the numerator of which is the rentable square footage covered by the applicable lease and the denominator of which is 515,161 (i.e. the total square footage of space at the Property (excluding the space occupied by Bank of America, N.A. under the BofA Lease) which has Tenant leases that expire during the term of the Loan). Amounts shall be deposited with and held by Lender in the Rollover Reserve Fund for tenant improvement and leasing commission obligations incurred following the date hereof hereof. From and after the time that any Individual Property is released hereunder, the then amount of the Rollover Reserve Monthly Deposit shall be reduced by the amount set forth in the Rollover Reserve column on Schedule I. In addition, Borrower shall pay to Lender for deposit with Lender all funds received by Borrower in connection with any cancellation, termination or surrender of any Lease, including, but not limited to, any surrender or cancellation fees, buy-out fees, or reimbursements for tenant leases improvements and leasing commissions (provided that expire during the term funds received by Lender shall be held for tenant improvement and leasing commission obligations for the space in which such funds were received). In the event that Borrower shows Lender evidence that the space for which such fees or reimbursements (set forth in the preceding sentence) were received by Borrower is rented (i) without payment by Borrower of any tenant improvement allowance or leasing commission in connection with such space or (ii) by Borrower for less costs for tenant improvement and leasing obligations than the amount of the Loanfees or reimbursements received by Lender, Lender shall (x) remit all funds to Borrower in the event of (i) above or (y) such excess funds to Borrower in the event of (ii) above. Amounts All such amounts so deposited shall hereinafter be referred to as the "Rollover Reserve Fund" and the account in to which such amounts are held shall hereinafter be referred to as the "Rollover Reserve FundAccount".
Appears in 1 contract
Samples: Loan Agreement (Koger Equity Inc)
