Establishment and Maintenance of Reserve Accounts. At the respective times set forth below in Sections (a) though (j) of this Section 9.2.1, Issuer and Operating Lessee shall establish with Note Trustee, or if Note Trustee is not a depository institution or if Note Trustee shall otherwise elect, a depository institution designated by Note Trustee, the following subaccounts of the Holding Account which shall be maintained on a ledger entry basis: 133 (a) on or before the date hereof, an account (the "Deferred Maintenance and Environmental Conditions Reserve Account") in the initial amount of the $502,250.00 for the payment of the cost of remediating the Deferred Maintenance Conditions and the Environmental Conditions; which shall be maintained in accordance with Sections 9.2.2 and 9.2.3 hereof; (b) subsequent to the Closing Date, at any time after the occurrence of an Earthquake Reserve Event, an account (the "Earthquake Deductible Reserve Account") which shall be maintained in accordance with Section 9.2.8 hereof; (c) on or before the date hereof, an account (the "Liquidity Reserve Account") in an amount equal to $1,932,125, which shall be maintained in accordance with Section 9.2.19 hereof; (d) subsequent to the Closing Date, an account (the "Deficiency Reserve Account"), which shall be maintained in accordance with Section 9.2.11 hereof; (e) on or before the Closing Date, an account (the "Incentive Management Fee Reserve Account"), which shall be maintained in accordance with Section 9.2.13 hereof; (f) on or before the date hereof, an account (the "Unfunded Obligations Account"), in an amount equal to $0, which shall be maintained in accordance with Section 9.2.14 hereof; (g) on or before the date hereof, an account (the "Current Debt Service Reserve Account"), which shall be maintained in accordance with Section 9.2.15 hereof; (h) on or before the date hereof, an account (the "FF&E Reserve Account"), which shall be maintained in accordance with Section 9.2.16 hereof; (i) on or before the date hereof, an account (the "Property Manager Reserve Account") in an amount equal to $0, which shall be maintained in accordance with Section 9.2.20 hereof; and (j) on or before the date hereof, an account (the "Ground Rent Reserve Account"), in an amount equal to $0, which shall be maintained in accordance with Section 9.2.10 hereof.
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Establishment and Maintenance of Reserve Accounts. At the respective times set forth below in Sections subsections (a), (b), (c) though and (jd) of this Section Section
9.2.1, Issuer and Operating Lessee Borrower shall establish with Note Trustee, or if Note Trustee is not a depository institution or if Note Trustee shall otherwise elect, a depository institution designated by Note TrusteeLender, as separate accounts (and the amounts therein shall be invested in Permitted Investments), the following subaccounts of reserve accounts on or prior to the Holding Account which shall be maintained on a ledger entry basis: 133Closing Date:
(a) on or before the date hereof, an account (the "Deferred Maintenance and Environmental Conditions Reserve Account") in the initial amount of the $502,250.00 0.00 for the payment of the cost of remediating the Deferred Maintenance Conditions and (the Environmental Conditions; which shall be maintained "DEFERRED MAINTENANCE RESERVE ACCOUNT") in accordance with Sections 9.2.2 and 9.2.3 hereof;Section 9.2.2.
(b) subsequent to the Closing Date, at any time after the occurrence of an Earthquake Reserve Event, an account for the payment of Unfunded Obligations (the "Earthquake Deductible Reserve AccountUNFUNDED OBLIGATIONS RESERVE ACCOUNT") which shall be maintained in accordance with Section 9.2.8 hereof9.2.2.;
(c) on or before the date hereof, an account (the "Liquidity Reserve Account") in an amount equal to $1,932,1250.10 per year per usable square foot of space at the Mortgaged Properties, which shall be maintained based on 834,720 usable square feet, for the payment of routine capital improvements (excluding tenant improvements and leasing commissions and Deferred Maintenance Conditions) at the Mortgaged Property (the "CAPITAL RESERVE ACCOUNT") in accordance with Section 9.2.19 hereof;9.2.2. All subsequent deposits or transfer of funds shall be made in accordance with Section 9.4; and
(d) subsequent to the Closing Date, an account for the deposit of all funds remaining after the payments made pursuant to Section 9.4.1(1) through (4) during a Low Debt Service Trigger Period (the "Deficiency DEBT SERVICE ACCOUNT"). Prior to any transfer of a Master Lease Tenant's interest in the Master Lease, Borrower shall establish an account for the amounts required to be deposited by Borrower pursuant to Section 5.1(s)(4) of this Agreement (the "MASTER LEASE ROLLOVER ACCOUNT"). Each of the Deferred Maintenance Reserve Account, the Unfunded Obligations Reserve Account, the Capital Reserve Account, the Debt Service Account and the Master Lease Rollover Account (each, a "), which RESERVE ACCOUNT") shall be maintained in the name of and under the sole dominion and control of Lender, subject only to Lender's obligations hereunder to advance funds therefrom in accordance with Section 9.2.11 hereof;
(e) on this Agreement, and Borrower shall not have the authority or before power to make withdrawals from the Reserve Accounts. The amount required in each Reserve Account as of the Closing DateDate may, an account (at Lender's election, be deposited on Borrower's behalf by the "Incentive Management Fee funding of such amount by Lender from the Loan proceeds. Funds in each Reserve Account shall not be commingled with any other monies. Borrower shall pay the costs of establishing and maintaining any Reserve Account"), which shall be maintained in accordance with Section 9.2.13 hereof;
(f) on or before the date hereof, an account (the "Unfunded Obligations Account"), in an amount equal to $0, which shall be maintained in accordance with Section 9.2.14 hereof;
(g) on or before the date hereof, an account (the "Current Debt Service Reserve Account"), which shall be maintained in accordance with Section 9.2.15 hereof;
(h) on or before the date hereof, an account (the "FF&E Reserve Account"), which shall be maintained in accordance with Section 9.2.16 hereof;
(i) on or before the date hereof, an account (the "Property Manager Reserve Account") in an amount equal to $0, which shall be maintained in accordance with Section 9.2.20 hereof; and
(j) on or before the date hereof, an account (the "Ground Rent Reserve Account"), in an amount equal to $0, which shall be maintained in accordance with Section 9.2.10 hereof.
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Establishment and Maintenance of Reserve Accounts. At the respective times set forth below in Sections (a) though (jf) of this Section 9.2.1, Issuer Borrower and Operating Lessee shall establish with Note TrusteeLender, or if Note Trustee Lender is not a depository institution or if Note Trustee Lender shall otherwise elect, a depository institution designated by Note TrusteeLender, the following subaccounts of the Holding Account which shall be maintained on a ledger entry basis: 133:
(a) on or before the date hereof, an account (the "“Deferred Maintenance and Environmental Conditions Reserve Account"”) in the initial amount of the $502,250.00 0 for the payment of the cost of remediating the Deferred Maintenance Conditions and the Environmental Conditions; which shall be maintained in accordance with Sections 9.2.2 and 9.2.3 hereof;
(b) subsequent to the Closing Date, at any time after the occurrence of an Earthquake Reserve Event, an account (the "Earthquake Deductible Reserve Account") which shall be maintained in accordance with Section 9.2.8 hereof;
(c) on or before the date hereof, an account (the "Liquidity Reserve Account") in an amount equal to $1,932,125, which shall be maintained in accordance with Section 9.2.19 hereof;
(d) subsequent to the Closing Date, an account (the "“Deficiency Reserve Account"”), which shall be maintained in accordance with Section 9.2.11 hereof;
(ec) on or before the Closing Date, an account (the "“Incentive Management Fee Reserve Account"”), which shall be maintained in accordance with Section 9.2.13 hereof;
(d) on or before the date hereof, an account (the “Current Debt Service Reserve Account”), which shall be maintained in accordance with Section 9.2.15 hereof;
(e) on or before the date hereof, an account (the “FF&E Reserve Account”), which shall be maintained in accordance with Section 9.2.16 hereof;
(f) on or before the date hereof, an account (the "Unfunded Obligations “Low Debt Service Reserve Account"”), in an amount equal to $0be held by or for the benefit of Lender as additional collateral for Borrowers’ obligations hereunder, which shall be maintained in accordance with Section 9.2.14 9.2.7 hereof;
(g) on or before ; and In addition, Borrowers shall establish the date hereofTax and Insurance Escrow Account as provided in Section 9.3 below. Each of the Deposit Account, an account (the "Holding Account, the Deferred Maintenance and Environmental Conditions Reserve Account, the Low Debt Service Reserve Account, the FF&E Reserve Account, the Deficiency Reserve Account, the Incentive Management Fee Reserve Account, the Current Debt Service Reserve Account"), which and the Tax and Insurance Escrow Account (except for the Deposit Account, each, a “Reserve Account” and collectively, the “Reserve Accounts”) shall be maintained in the name of and under the sole dominion and control of Lender, subject only to Lender’s obligations hereunder to advance or otherwise disburse or apply funds therefrom in accordance with Section 9.2.15 hereof;
(h) this Agreement, and no Borrower or Operating Lessee shall have the authority or power to make withdrawals from the Reserve Accounts. The amount required in each Reserve Account as of the Closing Date may, at Lender’s election, be deposited on or before Borrowers’ behalf by Lender’s funding said amount out of the date hereof, an account (Loan proceeds. Funds in each Reserve Account shall not be commingled with any other monies. Borrowers shall pay the "FF&E costs of establishing and maintaining any Reserve Account"), which shall be maintained in accordance with Section 9.2.16 hereof;
(i) on or before pay the date hereof, an account (costs to maintain and shall maintain all Reserve Accounts throughout the "Property Manager Reserve Account") in an amount equal to $0, which shall be maintained in accordance with Section 9.2.20 hereof; and
(j) on or before term of the date hereof, an account (the "Ground Rent Reserve Account"), in an amount equal to $0, which shall be maintained in accordance with Section 9.2.10 hereofLoan.
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Establishment and Maintenance of Reserve Accounts. At the respective times set forth below in Sections (a) though (j) of this Section 9.2.17.2(a), Issuer and Operating Lessee Obligor shall establish with Note TrusteeAgent, or if Note Trustee Agent is not a depository institution or if Note Trustee Agent shall otherwise elect, a depository institution designated by Note TrusteeAgent, the following subaccounts of the Holding Account which shall be maintained on a ledger entry basis: 133:
(ai) Intentionally deleted;
(ii) subsequent to the Closing Date, an account (the “Deficiency Reserve Account”), which shall be maintained in accordance with Section 7.9 hereof;
(iii) on or before the Closing Date, an account (the “Incentive Management Fee Reserve Account”), which shall be maintained in accordance with Section 7.10 hereof;
(iv) on or before the date hereof, an account (the "Deferred Maintenance and Environmental Conditions “Current Debt Service Reserve Account") in the initial amount of the $502,250.00 for the payment of the cost of remediating the Deferred Maintenance Conditions and the Environmental Conditions; which shall be maintained in accordance with Sections 9.2.2 and 9.2.3 hereof;
(b) subsequent to the Closing Date”), at any time after the occurrence of an Earthquake Reserve Event, an account (the "Earthquake Deductible Reserve Account") which shall be maintained in accordance with Section 9.2.8 7.11 hereof;
(cv) on or before the date hereof, an account (the "Liquidity “FF&E Reserve Account") in an amount equal to $1,932,125, which shall be maintained in accordance with Section 9.2.19 hereof;
(d) subsequent to the Closing Date, an account (the "Deficiency Reserve Account"”), which shall be maintained in accordance with Section 9.2.11 7.12 hereof;
(e) on or before the Closing Date, an account (the "Incentive Management Fee Reserve Account"), which shall be maintained in accordance with Section 9.2.13 hereof;
(fvi) on or before the date hereof, an account (the "Unfunded Obligations “Low Debt Service Reserve Account"”), in an amount equal to $0be held by or for the benefit of Lenders as additional collateral for Obligor’s obligations hereunder, which shall be maintained in accordance with Section 9.2.14 7.7 hereof;
(g) on or before ; and In addition, Obligor shall establish the date hereofTax and Insurance Escrow Account as provided in Section 7.13 below. Each of the Deposit Account, an account (the "Holding Account, the Low Debt Service Reserve Account, the FF&E Reserve Account, the Deficiency Reserve Account, the Incentive Management Fee Reserve Account, the Current Debt Service Reserve Account"), which and the Tax and Insurance Escrow Account (except for the Deposit Account, each, a “Reserve Account” and collectively, the “Reserve Accounts”) shall be maintained in the name of and under the sole dominion and control of Agent, subject only to Agent’s obligations hereunder to advance or otherwise disburse or apply funds therefrom in accordance with Section 9.2.15 hereof;
(h) this Agreement, and Obligor shall not have the authority or power to make withdrawals from the Reserve Accounts. The amount required in each Reserve Account as of the Closing Date may, at Agent’s election, be deposited on or before Obligor’s behalf by Agent funding said amount out of the date hereof, an account (Loan proceeds. Funds in each Reserve Account shall not be commingled with any other monies. Obligor shall pay the "FF&E costs of establishing and maintaining any Reserve Account"), which shall be maintained in accordance with Section 9.2.16 hereof;
(i) on or before pay the date hereof, an account (costs to maintain and shall maintain all Reserve Accounts throughout the "Property Manager Reserve Account") in an amount equal to $0, which shall be maintained in accordance with Section 9.2.20 hereof; and
(j) on or before term of the date hereof, an account (the "Ground Rent Reserve Account"), in an amount equal to $0, which shall be maintained in accordance with Section 9.2.10 hereofLoan.
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Establishment and Maintenance of Reserve Accounts. At the respective times set forth below in Sections subsections (a) though (jh) of this Section 9.2.1, Issuer Borrower and Operating Lessee shall establish with Note TrusteeLender, or if Note Trustee Lender is not a depository institution or if Note Trustee Lender shall otherwise elect, a depository institution designated by Note TrusteeLender, the following subaccounts of the Holding Account which shall be maintained on a ledger entry basis: 133:
(a) on or before the date hereof, an account (the "Deferred Maintenance and Environmental Conditions Reserve Account") in the initial amount of the $502,250.00 1,125 for the payment of the cost of remediating the Deferred Maintenance Conditions and the Environmental Conditions; which shall be maintained in accordance with Sections 9.2.2 and 9.2.3 hereof;
(b) subsequent to the Closing Date, at any time after the occurrence of an Earthquake Reserve Event, an account (the "Earthquake Deductible Reserve Account") which shall be maintained in accordance with Section 9.2.8 hereof;
(c) on or before the date hereof, an account (the "Liquidity Reserve Account") in an amount equal to $1,932,125________, which shall be maintained in accordance with Section 9.2.19 hereof;
(d) subsequent to the Closing Date, an account (the "Deficiency Reserve Account"), which shall be maintained in accordance with Section 9.2.11 hereof;
(e) on or before the Closing Date, an account (the "Incentive Management Fee Reserve Account"), which shall be maintained in accordance with Section 9.2.13 hereof;
(f) on or before the date hereof, an account (the "Unfunded Obligations Account"), in an amount equal to $0, which shall be maintained in accordance with Section 9.2.14 hereof;
(g) on or before the date hereof, an account (the "Current Debt Service Reserve Account"), which shall be maintained in accordance with Section 9.2.15 hereof;; and
(h) on or before the date hereof, an account (the "FF&E Reserve Account"), which shall be maintained in accordance with Section 9.2.16 hereof;
(i) on or before the date hereof, an account (the "Property Manager Reserve Account") in an amount equal to $0, which shall be maintained in accordance with Section 9.2.20 hereof; and
(j) on or before the date hereof, an account (the "Ground Rent Reserve Account"), in an amount equal to $0, which shall be maintained in accordance with Section 9.2.10 hereof.
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Establishment and Maintenance of Reserve Accounts. At On or prior to the respective times set forth below Closing Date, Borrower shall establish the following reserve accounts; provided, however, that notwithstanding anything to the contrary contained in Sections this Agreement, Borrower shall have until Noon Eastern Time on March 20, 1998 to fund the initial amount required for the Leasing Reserve Account and the Deferred Maintenance Reserve Account and if Borrower shall fail to make such deposits by such time such failure shall not constitute an Event of Default hereunder (a) though it being understood that the sole rights of Lender with respect thereto shall be to require the payment of interest at the rate specified in clause (jii) of this Section 9.2.1, Issuer the definition of Fixed Rate and Operating Lessee shall establish with Note Trustee, or if Note Trustee is not a depository institution or if Note Trustee shall otherwise elect, a depository institution designated by Note Trustee, to require the following subaccounts Cash Hold until such reserve accounts are funded in the initial amounts required as of the Holding Account which shall be maintained on a ledger entry basis: 133Closing Date):
(a) on or before the date hereof, an account in the amount of $4,497,025 for the payment of Tenant Improvement expenses and Leasing Commissions (the "“Leasing Reserve Account”); subsequent to the Closing, monies shall be transferred in accordance with Section 9.4 hereof from the Deposit Account into the Leasing Reserve Account;
(b) an account, initially at zero, for the payment of routine capital improvements (excluding Tenant Improvements and Leasing Commissions and, until the Deferred Maintenance and Environmental Conditions Reserve Account has been reduced to zero, Deferred Maintenance Conditions) at the Property (the “Capital Reserve Account"”); subsequent to the Closing, monies shall be transferred in accordance with Section 9.4 hereof from the Deposit Account into the Capital Reserve Account;
(c) a reserve account in the initial amount of the $502,250.00 352,000, for the payment of the cost of remediating the Deferred Maintenance Conditions (the “Deferred Maintenance Reserve Account”); and
(d) a reserve account in the amount of $2,978,272, for the payment of all unpaid Tenant Improvements and Leasing Commissions (collectively, “Tenant Costs”) associated with the Environmental ConditionsLeases specified on Schedule 6 in the amounts per Lease specified on Schedule 6 (the “Unpaid TI/Leasing Commissions Reserve Account”); which provided, that the amounts allocated to a particular Lease may only be used for the payment of the Tenant Costs in respect of such Lease. Each of the Leasing Reserve Account, Capital Reserve Account, Deferred Maintenance Reserve Account and Unpaid TI/Leasing Commissions Reserve Account (each, a “Reserve Account”) shall be maintained in the name of and under the sole dominion and control of Lender, subject only to Lender’s obligations hereunder to advance funds therefrom in accordance with Sections 9.2.2 this Agreement, and 9.2.3 hereof;
Borrower shall have no authority or power to make withdrawals from said Reserve Accounts. The amount required in each Reserve Account as of the Closing Date shall be deposited on Borrower’s behalf by Lender’s funding said amount out of the proceeds of the Loan provided that, in lieu of all (bbut not part of) subsequent such initial deposits and other deposits to the Leasing Reserve Account or the Deferred Maintenance Reserve Account required to be made hereunder, Borrower may, until the ninth (9th) anniversary of the Closing DateDate only, at any time after deliver to Lender, a Credit Facility or Facilities in the occurrence of an Earthquake Reserve Event, an account (the "Earthquake Deductible amounts required to be deposited in each such Reserve Account", in form and substance acceptable to Lender (in its reasonable discretion) which and approved by a Rating Confirmation; and provided further, however, that with respect to any Credit Facility delivered in lieu of deposits to the Leasing Reserve Account, (i) such Credit Facility shall have an annual expiration date of July 1st and shall be maintained renewed by Borrower in accordance with Section 9.2.8 hereof;
the definition of Credit Facility and (cii) at the time of each such renewal the amount of such Credit Facility shall equal the amount set forth for such date on or before the date hereof, an account Schedule 7 (the "Liquidity “Leasing Reserve Account"Account Balance”); provided further, however, that the required amount of such Credit Facility (and accordingly, the Leasing Reserve Account Balance) shall be reduced in an amount equal to $1,932,125the aggregate amount of all Tenant Improvement costs and Leasing Commissions disbursed to Borrower pursuant to the provisions of Section 9.2.2 or expended by Borrower out of other funds (provided that Lender has been provided with evidence reasonably satisfactory to it that such funds have been expended for Tenant Improvement costs or Leasing Commissions) with respect to new Leases (or Lease extensions) relating to the initial reletting of the IBM Space which have an initial term which expires after September 20, which 2006 (such amount being hereinafter referred to as the “IBM Space Reduction Amount”). Borrower may from time to time convert all or any part of a Credit Facility into Cash, or replace all or any part of the Cash in a Reserve Account with a Credit Facility in the amount of the then applicable Leasing Reserve Account Balance and otherwise meeting the requirements for such Credit Facility set forth above. From and after such ninth (9th) anniversary date all and any Credit Facilities delivered in lieu of such deposits in such Reserve Accounts shall be maintained replaced with immediately available funds and, to the extent that immediately available funds have not been deposited in such Reserve Accounts by such ninth (9th) anniversary date, Lender shall have the right at any time on or after such date to draw upon any Credit Facilities delivered in lieu of deposits and hold the proceeds of such Credit Facilities and apply the same in accordance with Section 9.2.19 the terms hereof;
(d) subsequent . Funds in each Reserve Account shall not be commingled with any other monies. Notwithstanding anything to the Closing Datecontrary contained in this Article IX, an account (Borrower shall have the "Deficiency right at any time after September 20, 2002 to request the Rating Agencies to modify the Leasing Reserve Account")Account Balances, which and if the Rating Agencies shall agree in their sole discretion to any such modification and shall issue a Rating Confirmation with respect thereto, then such modification shall be maintained in accordance with Section 9.2.11 hereof;
(e) on or before made without requiring the Closing Date, an account (the "Incentive Management Fee Reserve Account"), which shall be maintained in accordance with Section 9.2.13 hereof;
(f) on or before the date hereof, an account (the "Unfunded Obligations Account"), in an amount equal to $0, which shall be maintained in accordance with Section 9.2.14 hereof;
(g) on or before the date hereof, an account (the "Current Debt Service Reserve Account"), which shall be maintained in accordance with Section 9.2.15 hereof;
(h) on or before the date hereof, an account (the "FF&E Reserve Account"), which shall be maintained in accordance with Section 9.2.16 hereof;
(i) on or before the date hereof, an account (the "Property Manager Reserve Account") in an amount equal to $0, which shall be maintained in accordance with Section 9.2.20 hereof; and
(j) on or before the date hereof, an account (the "Ground Rent Reserve Account"), in an amount equal to $0, which shall be maintained in accordance with Section 9.2.10 hereofconsent of Lender.
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