Common use of Rent Reserve Account Clause in Contracts

Rent Reserve Account. Subject to Section 6.1.1B, in accordance with the time periods set forth in Section 6.1, Borrower and the PropCo Subsidiaries shall, on the first Business Day of each calendar month commencing with the first month immediately following the month in which the Effective Date occurs, cause to be deposited into the Rent Reserve Account (which deposit may be effected by the transfers contemplated under Section 6.1.6(a)) an amount (without duplication of any amounts required to be deposited in the Tax Reserve Account in respect of real estate taxes payable with respect to the Ground Leases and Space Leases) equal to one-twelfth of the annual Ground/Space Lease Rent that the Administrative Agent reasonably estimates will be payable during the next ensuing twelve (12) months, or if such Ground/Space Lease Rent is payable monthly, the sum of the next month’s Ground/Space Lease Rent due, in order to accumulate in the Rent Reserve Account sufficient funds to pay all such Ground/Space Lease Rent at least thirty (30) days prior to the imposition of any interest, charges or expenses for the non-payment thereof (said monthly amounts above hereinafter called the “Monthly Rent Reserve Amount”, and the aggregate amount of funds held in the Rent Reserve Account being the “Rent Reserve Amount”). As of the Effective Date, the Monthly Rent Reserve Amount is $4,361,633.00, but such amount is subject to adjustment by the Administrative Agent upon notice to Borrower and the PropCo Subsidiaries. Subject to Section 6.1.1B, the Monthly Rent Reserve Amount shall be paid by Borrower and the PropCo Subsidiaries to the Rent Reserve Account on the first Business Day of each calendar month commencing with the first month immediately following the month in which the Effective Date occurs, and subject to the terms hereof, the Administrative Agent will apply the Rent Reserve Amount to payments of Ground/Space Lease Rent required to be made by PropCo Subsidiaries pursuant to the Ground Leases or Space Leases. In making any payment relating to the Rent Reserve Account, the Administrative Agent may do so according to any xxxx, statement or estimate procured from the Fee Owner, without inquiry into the accuracy of such xxxx, statement or estimate or into the validity thereof. If the amount of funds in the Rent Reserve Account shall exceed the amounts due as Ground/Space Lease Rent pursuant to the Ground Leases or Space Leases, the Administrative Agent shall credit such excess against future payments to be made to the Rent Reserve Account. If at any time the Administrative Agent reasonably determines that the Rent Reserve Amount is not or will not be sufficient to pay Ground/Space Lease Rent by the dates set forth above, the Administrative Agent shall notify Borrower and the PropCo Subsidiaries of such determination and Borrower and the PropCo Subsidiaries shall increase their monthly payments to the Rent Reserve Account by the amount that the Administrative Agent reasonably estimates is sufficient to make up the deficiency at least thirty (30) days prior to the imposition of any interest, charges or expenses for the non-payment of Ground/Space Lease Rent.

Rent Reserve Account. Subject to Section 6.1.1B, in accordance with (i) On the time periods set forth in Section 6.1, Borrower and the PropCo Subsidiaries shall, on the first Business Day of each calendar month commencing with the first month immediately following the month in which the Effective Date occurs, cause to be deposited into the Rent Reserve Account (which deposit may be effected by the transfers contemplated under Section 6.1.6(a)) an amount (without duplication of any amounts required to be deposited in the Tax Reserve Account in respect of real estate taxes payable with respect to the Ground Leases and Space Leases) equal to one-twelfth of the annual Ground/Space Lease Rent that the Administrative Agent reasonably estimates will be payable during the next ensuing twelve (12) months, or if such Ground/Space Lease Rent is payable monthlyClosing Date, the sum of the next month’s Ground/Space Lease Rent due, in order to accumulate Lessee shall deposit in the Rent Reserve Account sufficient funds to pay all such Ground/Space Lease Rent at least thirty (30) days prior an amount equal to the imposition of any interest, charges or expenses for the non-payment thereof (said monthly amounts above hereinafter called the “Monthly Initial Rent Reserve Amount”Deposit. On each Basic Rent Payment Date, unless and until the aggregate amount of funds held in the Required Rent Reserve Account being the “Rent Reserve Amount”). As of the Effective Date, the Monthly Rent Reserve Amount is $4,361,633.00, but such amount is subject to adjustment by the Administrative Agent upon notice to Borrower and the PropCo Subsidiaries. Subject to Section 6.1.1B, the Monthly Rent Reserve Amount Balance shall be paid by Borrower and the PropCo Subsidiaries to the Rent Reserve Account on the first Business Day of each calendar month commencing with the first month immediately following the month deposit in which the Effective Date occurs, and subject to the terms hereof, the Administrative Agent will apply the Rent Reserve Amount to payments of Ground/Space Lease Rent required to be made by PropCo Subsidiaries pursuant to the Ground Leases or Space Leases. In making any payment relating to the Rent Reserve Account, the Administrative Agent may do so according to any xxxx, statement or estimate procured from the Fee Owner, without inquiry Lessee shall deposit into the accuracy Rent Reserve Account an amount equal to 50% of Distributable Cash Flow for the Quarterly Measurement Period ended one month prior to such xxxx, statement or estimate or Basic Rent Payment Date. Deposits made into the validity thereof. If Rent Reserve Account pursuant to Section 7(c)(iii) shall not be credited toward the amount of funds Lessee's obligations to make deposits in such Account pursuant to this Section 7(c)(i). (ii) Income or gain earned on amounts on deposit in the Rent Reserve Account shall exceed be deemed to have been earned by Lessee and deposited into such account and shall be retained therein and credited to the Required Rent Reserve Balance. If, on any Basic Rent Payment Date, as the result of the actual realization of income or gain on the amounts due as Ground/Space Lease Rent pursuant to the Ground Leases or Space Leases, the Administrative Agent shall credit such excess against future payments to be made to on deposit in the Rent Reserve Account. If at any time , an amount in excess of the Administrative Agent reasonably determines that the Required Rent Reserve Amount is not Balance shall be on deposit therein and no Lease Default or will not Lease Event of Default shall have occurred and be sufficient continuing, such excess may be distributed to pay Ground/Space Lease the Revenue Account on such Basic Rent by Payment Date. (iii) In the dates set forth above, the Administrative Agent shall notify Borrower and the PropCo Subsidiaries event of such determination and Borrower and the PropCo Subsidiaries shall increase their monthly payments to any withdrawal from the Rent Reserve Account (other than withdrawals of income or gain in excess of the Required Rent Reserve Balance as permitted pursuant to Section 7(c)(ii)), on each Basic Rent Payment Date occurring after such withdrawal and until the amount on deposit in the Rent Reserve Account has been replenished by the amount that of such withdrawal, the Administrative Agent reasonably estimates is sufficient Lessee shall deposit into the Rent Reserve Account, prior and in addition to make up any deposits required to be made pursuant to Section 7(c)(i), an amount equal to 100% of Distributable Cash Flow for the deficiency at least thirty (30) days Quarterly Measurement Period ended one month prior to the imposition of any interest, charges or expenses for the non-payment of Ground/Space Lease Rentsuch Basic Rent Payment Date.

Rent Reserve Account. Subject (a) Each Indenture Trustee confirms receipt on the Closing Date of the executed, original Rent Reserve Account Payment Undertaking Agreement. Each Indenture Trustee, upon obtaining Actual Knowledge of, or receipt of written notice from an Owner Trust or AEE of, the occurrence of a Payment Event or a Replacement Event with respect to any Rent Reserve Account Payment Undertaking Agreement of which it is a beneficiary, shall (i) in the case of a Payment Event, make a demand thereunder in an amount equal to (x) in the case of a Payment Event caused by shortfall in the payment of Basic Rent (other than Deferrable Payments but only so long as Lessor Notes which are payable from such Basic Rent shall remain outstanding), the amount calculated in clause (b) of this Section, (y) in the case of a Payment Event caused by a failure to maintain or deliver adequate collateral under such Payment Undertaking Agreement, the greater of the Market Termination Amount and the aggregate Accreted Value, and (z) in the case of any other Payment Event, the aggregate Accreted Value available for such Indenture Trustee as set forth in the applicable schedules to such Payment Undertaking Agreement, and (ii) in the case of a Replacement Event, make a demand thereunder for the full amount available to it thereunder, retain such amount in a segregated non-interest bearing account, and apply such amount either to the payment of Basic Rent (other than Deferrable Payments but only so long as Lessor Notes which are payable from such Basic Rent remain outstanding) on the immediately succeeding Rent Payment Date in accordance with Section 6.1.1B3.1 of the Indenture to which such Indenture Trustee is a party or, if the Indenture Trustee has received an Officer's Certificate of a Responsible Officer of AEE to such effect, to the purchase of a replacement Payment Undertaking Agreement in accordance with such Officer's Certificate. When determining (I) if any amounts are required to be deposited (or the amount so required to be deposited) in the Rent Reserve Account from time to time or (II) whether the Rent Reserve Account has deposited therein the Rent Reserve Account Required Balance, AEE shall aggregate amounts on deposit in the Rent Reserve Account with the amount available to be withdrawn under the Rent Reserve Account Payment Undertaking Agreement. (b) In respect of any Rent Payment Date when there are insufficient monies on deposit in the Rent Payment Account and the Debt Repayment Account to pay amounts due therefrom on such Rent Payment Date, the Depositary Agent shall, after effecting any transfers pursuant to, first, Section 3.10(b) and, second, Section 3.12(a) but otherwise in accordance with a Funding Date Certificate of a Responsible Officer of AEE, first, transfer cash and Permitted Investments (other than any Payment Undertaking Agreement) on deposit in the Rent Reserve Account to the Rent Payment Account and the Debt Repayment Account in the manner set forth in the last proviso of Section 3.1(b)(iii) but taking into account in such calculation the amount in respect of Basic Rent (other than Deferrable Payments but only so long as Lessor Notes which are payable from such Basic Rent remain outstanding) to be demanded under a Rent Reserve Account Payment Undertaking Agreement pursuant to the immediately succeeding clause second, and, second, instruct each Indenture Trustee that is a beneficiary of a Rent Reserve Account Payment Undertaking Agreement to make a demand thereunder in an amount equal to the lesser of (i) the amount available to be drawn by it under such Rent Reserve Account Payment Undertaking Agreement and (ii) the amount of the deficiency in the Rent Payment Account, and apply the proceeds thereof in accordance with Section 3.1 of each Indenture so long as each such Indenture shall remain in effect, and thereafter such proceeds shall be paid to the applicable Owner Trust. Any income from the investment of monies on deposit in the Rent Reserve Account (other than pursuant to a Payment Undertaking Agreement) shall be transferred to the Revenue Account in accordance with Section 3.13 hereof. (c) Upon deposit into the Rent Reserve Account of monies in respect of the portion of the Rent Reserve Account Required Balance relating to clause (a) of the definition thereof, AEE shall instruct the Depositary Agent, in accordance with the time periods set forth in Section 6.1applicable Funding Date Certificate, Borrower and to transfer such monies to the PropCo Subsidiaries shall, on the first Business Day provider of each calendar month commencing with the first month immediately following the month in which the Effective Date occurs, cause to be deposited into the a Rent Reserve Account Payment Undertaking Agreement to replenish amounts withdrawn therefrom in accordance with each Participation Agreement. (which deposit may be effected by the transfers contemplated under Section 6.1.6(a)d) an amount (without duplication of If at any amounts required to be deposited in the Tax Reserve Account in respect of real estate taxes payable with respect to the Ground Leases and Space Leases) equal to one-twelfth of the annual Ground/Space Lease Rent that the Administrative Agent reasonably estimates will be payable during the next ensuing twelve (12) months, or if such Ground/Space Lease Rent is payable monthly, time the sum of the next month’s Ground/Space Lease Rent due, in order to accumulate amounts on deposit in the Rent Reserve Account sufficient funds to pay and all such Ground/Space Lease Rent at least thirty (30) days prior to the imposition of any interest, charges or expenses for the non-payment thereof (said monthly amounts above hereinafter called the “Monthly Rent Reserve Amount”, and the aggregate amount of funds held in then available under the Rent Reserve Account being the “Rent Reserve Amount”). As of the Effective Date, the Monthly Rent Reserve Amount is $4,361,633.00, but such amount is subject to adjustment by the Administrative Agent upon notice to Borrower and the PropCo Subsidiaries. Subject to Section 6.1.1B, the Monthly Rent Reserve Amount shall be paid by Borrower and the PropCo Subsidiaries to Payment Undertaking Agreement exceeds the Rent Reserve Account on the first Business Day of each calendar month commencing with the first month immediately following the month in which the Effective Date occursRequired Balance, and subject AEE may deliver to the terms hereof, the Administrative Depositary Agent will apply the Rent Reserve Amount to payments an Officer's Certificate of Ground/Space Lease Rent required to be made by PropCo Subsidiaries pursuant to the Ground Leases or Space Leases. In making any payment relating to the Rent Reserve Account, the Administrative Agent may do so according to any xxxx, statement or estimate procured from the Fee Owner, without inquiry into the accuracy of such xxxx, statement or estimate or into the validity thereof. If AEE setting forth the amount of funds in such excess and instructing the Depositary Agent to withdraw an amount equal to such excess from the Rent Reserve Account shall exceed the amounts due as Ground/Space Lease Rent pursuant and transfer such amount to the Ground Leases or Space Leases, the Administrative Agent shall credit such excess against future payments to be made to the Rent Reserve Revenue Account. If at any time the Administrative Agent reasonably determines that the Rent Reserve Amount is not or will not be sufficient to pay Ground/Space Lease Rent by the dates set forth above, the Administrative Agent shall notify Borrower and the PropCo Subsidiaries of such determination and Borrower and the PropCo Subsidiaries shall increase their monthly payments to the Rent Reserve Account by the amount that the Administrative Agent reasonably estimates is sufficient to make up the deficiency at least thirty (30) days prior to the imposition of any interest, charges or expenses for the non-payment of Ground/Space Lease Rent.

Rent Reserve Account. Subject Each Indenture Trustee confirms receipt on the Closing Date of an executed, original Rent Reserve Account Payment Undertaking Agreement in counterparts in respect of the Lease Financing for which it is Indenture Trustee. Each Indenture Trustee, upon obtaining Actual Knowledge of, or receipt of written notice from an Owner Trust or AEE of, the occurrence of a Payment Event or a Replacement Event with respect to Section 6.1.1Bany Rent Reserve Account Payment Undertaking Agreement of which it is a beneficiary, shall (i) in the case of a Payment Event, make a demand thereunder in an amount equal to (x) in the case of a Payment Event caused by shortfall in the payment of Basic Rent (other than Deferrable Payments but only so long as Lessor Notes which are payable from such Basic Rent shall remain outstanding), the amount calculated in clause (b) of this Section, (y) in the case of a Payment Event caused by a failure to maintain or deliver adequate collateral under such Payment Undertaking Agreement, the greater of the Market Termination Amount and the aggregate Accreted Value, and (z) in the case of any other Payment Event, the aggregate Accreted Value available for each such Indenture Trustee as set forth in the schedules to such Payment Undertaking Agreement and (ii) in the case of a Replacement Event, make a demand thereunder for the full amount available to it thereunder, (iii) retain such amount in a segregated non-interest bearing account, and (iv) apply such amount either to the payment of Basic Rent (other than Deferrable Payments but only so long as Lessor Notes which are payable from such Basic Rent remain outstanding) on the immediately succeeding Rent Payment Date in accordance with Section 3.1 of the time periods set forth Indenture to which such Indenture Trustee is a party or, if the Indenture Trustee has received an Officer's Certificate of a Responsible Officer of AEE to such effect, to the purchase of a replacement Payment Undertaking Agreement in Section 6.1, Borrower and the PropCo Subsidiaries shall, on the first Business Day of each calendar month commencing accordance with the first month immediately following the month in which the Effective Date occurs, cause to be deposited into the Rent Reserve Account such Officer's Certificate. When determining (which deposit may be effected by the transfers contemplated under Section 6.1.6(a)I) an amount (without duplication of if any amounts are required to be deposited in (or the Tax Reserve Account in respect of real estate taxes payable with respect amount so required to the Ground Leases and Space Leasesbe deposited) equal to one-twelfth of the annual Ground/Space Lease Rent that the Administrative Agent reasonably estimates will be payable during the next ensuing twelve (12) months, or if such Ground/Space Lease Rent is payable monthly, the sum of the next month’s Ground/Space Lease Rent due, in order to accumulate in the Rent Reserve Account sufficient funds from time to pay all such Ground/Space Lease Rent at least thirty time or (30II) days prior to whether the imposition of any interest, charges or expenses for the non-payment thereof (said monthly amounts above hereinafter called the “Monthly Rent Reserve Amount”Account has deposited therein the Rent Reserve Account Required Balance, and the AEE shall aggregate amount of funds held amounts on deposit in the Rent Reserve Account being with the “amount available to be withdrawn under each Rent Reserve Amount”)Account Payment Undertaking Agreement. As In respect of any Rent Payment Date when there are insufficient monies on deposit in the Effective Rent Payment Account and the Debt Repayment Account to pay amounts due therefrom on such Rent Payment Date, the Monthly Rent Reserve Amount is $4,361,633.00Depositary Agent shall, but such amount is subject to adjustment by the Administrative Agent upon notice to Borrower first, Section 3.12(a) and the PropCo Subsidiaries. Subject to second, Section 6.1.1B3.10(b) but otherwise in accordance with a Funding Date Certificate of a Responsible Officer of AEE, the Monthly Rent Reserve Amount shall be paid by Borrower and the PropCo Subsidiaries to the Rent Reserve Account first, transfer monies on the first Business Day of each calendar month commencing with the first month immediately following the month in which the Effective Date occurs, and subject to the terms hereof, the Administrative Agent will apply the Rent Reserve Amount to payments of Ground/Space Lease Rent required to be made by PropCo Subsidiaries pursuant to the Ground Leases or Space Leases. In making any payment relating to the Rent Reserve Account, the Administrative Agent may do so according to any xxxx, statement or estimate procured from the Fee Owner, without inquiry into the accuracy of such xxxx, statement or estimate or into the validity thereof. If the amount of funds deposit in the Rent Reserve Account shall exceed the amounts due as Ground/Space Lease Rent pursuant to the Ground Leases or Space Leases, the Administrative Agent shall credit such excess against future payments to be made to the Rent Reserve Account. If at any time Payment Account and the Administrative Agent reasonably determines that Debt Repayment Account in the Rent Reserve Amount is not or will not be sufficient to pay Ground/Space Lease Rent by the dates manner set forth abovein the proviso of Section 3.1(b)(iii), the Administrative Agent shall notify Borrower and the PropCo Subsidiaries and, second, instruct each Indenture Trustee that is a beneficiary of such determination and Borrower and the PropCo Subsidiaries shall increase their monthly payments to the a Rent Reserve Account by Payment Undertaking Agreement to make a demand thereunder in an amount equal to the lesser of (i) the amount that available to be drawn by it under such Rent Reserve Account Payment Undertaking Agreement and (ii) the Administrative Agent reasonably estimates is sufficient to make up amount of the deficiency at least thirty (30) days prior in the Rent Payment Account, and apply the proceeds thereof in accordance with Section 3.1 of each Indenture so long as each such Indenture shall remain in effect, and thereafter such proceeds shall be paid to the imposition applicable Owner Trust. Any income from the investment of any interest, charges or expenses for the non-payment of Ground/Space Lease Rent.monies on deposit in