Common use of Reserve Accounts Clause in Contracts

Reserve Accounts. (a) Borrower hereby pledges and assigns, and grants to Lender a first-priority perfected security interest in, the Reserve Accounts and all funds therein and any and all monies now or hereafter deposited in the Reserve Accounts as additional security for payment of the Obligations. Until expended or applied in accordance herewith, the Reserve Accounts and all funds therein shall constitute additional security for the Obligations. (b) This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC, in addition to the Security Agreement. Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Reserve Accounts to the payment of the Obligations in any order in its sole discretion. 313271651.15 (c) All interest on a Reserve Account shall be added to or become a part thereof. Borrower shall be responsible for payment of any Tax applicable to the interest earned on the Reserve Accounts credited or paid to any Borrower. (d) The Reserve Accounts shall be under the sole control and dominion of Lender, and except as otherwise provided in this Agreement, Borrower shall not have any right of withdrawal therefrom. (e) Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in the Reserve Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto or any Permitted Encumbrances. (f) Lender and Servicer shall not be liable for any loss sustained on the investment of any funds the Reserve Accounts. Borrower shall indemnify Lender and Servicer and hold Lender and Servicer harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. (g) Any amount remaining in the Reserve Accounts after the Obligations have been paid in full in immediately available funds shall be released to Borrower or such other party that may be entitled thereto.

Reserve Accounts. Purchaser shall create and maintain a reserve account (a"the Reserve Account") Borrower hereby pledges and assigns, and grants in the amount of 20.00% (the "Reserve Percentage") of the face amount of the Eligible Accounts purchased hereunder out of any payments or credits otherwise to Lender a first-priority perfected security interest in, be made to Purchaser with respect to such Eligible Accounts. In no event shall the aggregate amount of the Reserve Account at any time equal less than the Reserve Eligible Accounts remaining unpaid. Purchaser may charge against the Reserve Accounts and all funds therein any amount for which Seller may be obligated to Purchaser at any time, whether under the terms of this Agreement, or otherwise, including but not limited to any damages suffered by Purchaser as a result of Seller's breach of any provision of paragraph 5 hereof (whether intentional or unintentional), any losses due to an Account Debtor's insolvency or other financial inability to pay or any Disputes (as defined under paragraph 5(e) hereof), any Adjustments or other amounts due under paragraph 16 hereof and any attorneys' fees and all monies now or hereafter deposited disbursements due under paragraph 17 hereof. Seller recognizes that the balances in the Reserve Accounts as additional security represent bookkeeping entries and not cash funds. It is further agreed that with respect to the balances in the Reserve Accounts, Purchaser is authorized to withhold such payments and credits otherwise due to Seller under the terms of this Agreement for payment reasonably anticipated claims such as, for example, chargebacks or credits against Seller for Account Debtor claims. On the 10th or 25th day of any calendar month Purchaser shall calculate the Obligations. Until expended amount required to be maintained in the Reserve Account and shall pay to Seller any excess credited to the Reserve Account over the amount then required to be maintained therein, provided that (i) no Event of Default or applied in accordance herewithan event that, with the giving of notice, the Reserve Accounts and all funds therein shall passage of time or both, would constitute additional security for the Obligations. (b) This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC, in addition to the Security Agreement. Upon the occurrence and during the continuance of an Event of DefaultDefault has occurred and is continuing, Lender mayand (ii) Seller has not ceased selling Accounts to Purchaser. If an Event of Default or an event that, with the giving of notice, the passage of time or both, would constitute an Event of Default has occurred and is continuing, or, in addition the event Seller shall cease selling Accounts to Purchaser, Purchaser shall not disburse any and all other rights and remedies available to Lender, apply any sums then present amounts in the Reserve Accounts to the payment of the Obligations in any order until all Accounts have been collected or Purchaser has determined, in its sole discretion. 313271651.15 (c) All interest , that it will make no further efforts to collect any Accounts listed on a Reserve Account shall be added to or become a part thereof. Borrower shall be responsible for payment any Schedules of any Tax applicable to the interest earned on the Reserve Accounts credited or paid to any Borrower. (d) The Reserve Accounts shall be under the sole control and dominion of Lender, and except as otherwise provided in this Agreement, Borrower shall not have any right of withdrawal therefrom. (e) Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in the Reserve Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto or any Permitted Encumbrances. (f) Lender and Servicer shall not be liable for any loss sustained on the investment of any funds the Reserve Accounts. Borrower shall indemnify Lender and Servicer and hold Lender and Servicer harmless from and against any and all actionssums due Purchaser hereunder have been paid. Purchaser shall make available to Seller, suitsthrough Purchaser's computer link capabilities or otherwise, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance within 15 days of the obligations for close of the preceding calendar month, a summary or statement of Seller's account, prepared from Purchaser's records, which the Reserve Accounts were establishedwill conclusively be deemed correct and accepted by Seller unless Seller gives Purchaser a written statement of exceptions within 30 days after receipt of such extract or statement. (g) Any amount remaining in the Reserve Accounts after the Obligations have been paid in full in immediately available funds shall be released to Borrower or such other party that may be entitled thereto.

Reserve Accounts. (a) On the date hereof, Lender shall establish (i) a TI/LC Reserve Account (the “TI/LC Reserve Account”) for the purpose of holding any lease termination payments, including without limitation the lease termination payments deposited with Lender pursuant to Section 6 of the Second Modification, and the funds to be deposited pursuant to Section 3(b)(iv) of the Cash Management Agreement, and (ii) a Capital Expenditure Reserve Account (the “Capital Expenditure Reserve Account”) for the purpose of holding the funds to be deposited pursuant to Section 3(b)(v) of the Cash Management Agreement. Each of the TI/LC Reserve Account and the Capital Expenditure Reserve Account is referred to herein individually as a “Reserve Account” and collectively as the “Reserve Accounts.” Each Reserve Account shall be an account established by Lender and shall not constitute a trust fund. Borrower hereby pledges and assigns, assigns and grants to Lender a first-priority perfected security interest in, the Reserve Accounts and all funds therein and any and all monies now or hereafter deposited in the Reserve Accounts (and all funds therein) as additional security for the payment and performance of the Obligations. Until expended or applied in accordance herewith, the The Reserve Accounts and all funds therein shall constitute additional security for the Obligations. (b) This Agreement is, among other things, intended by the parties to be Loan. Lender shall have a security agreement for purposes of the UCC, in addition to the Security Agreement. Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Reserve Accounts to the payment of the Obligations in any order in its sole discretion. 313271651.15 (c) All interest on a Reserve Account shall be added to or become a part thereof. Borrower shall be responsible for payment of any Tax applicable to the interest earned on the Reserve Accounts credited or paid to any Borrower. (d) The Reserve Accounts shall be under the sole control and dominion of Lender, and except as otherwise provided in this Agreement, Borrower shall not have any right of withdrawal therefrom. (e) Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any perfected first security interest in the Reserve Accounts or to secure payment of the monies Obligations. At Lender’s option, funds deposited therein or permit any lien or encumbrance to attach thereto, into a Reserve Account may be commingled with other money held by Lender or any levy servicer on behalf of Lender. The Reserve Accounts are subject to be made thereonthe sole dominion, control and discretion of Lender, its authorized agents or designees, subject to the terms hereof. Borrower shall not have the right to make any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto or withdrawal from any Permitted EncumbrancesReserve Account. (fb) Notwithstanding anything to the contrary contained herein or in any other Loan Instrument, if an Event of Default then exists, (i) any amounts deposited into or remaining in any Reserve Account shall be for the account of Lender and Servicer may be withdrawn by Xxxxxx and applied to the Indebtedness in any manner as Lender may elect in Xxxxxx’s sole discretion; and (ii) Borrower shall not be liable for any loss sustained on the investment have no further right in respect of any funds the Reserve Accounts. Borrower shall indemnify pay for all expenses of opening and maintaining all of the Reserve Accounts. (c) Lender and Servicer and hold Lender and Servicer harmless shall disburse to Borrower (i) amounts from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and the TI/LC Reserve Account to pay or reimburse Borrower for tenant improvement costs and expenses leasing commissions incurred in connection with any lease reasonably approved by Xxxxxx, and (including litigation ii) amounts from the Capital Expenditure Reserve Account to pay or reimburse Borrower for capital improvement expenditures as set forth in the approved Budget or otherwise approved by Lender (collectively, “Permitted Expenditures”); provided, however, that Lender shall not be required to make disbursements from either Reserve Account (i) at any time during the continuance of any Default; (ii) more frequently than once each calendar month; (iii) (except the final disbursement) in an amount less than $100,000; and (iv) unless and until the following conditions have been satisfied: (i) At least ten (10) business days prior to the date on which Borrower desires Lender to disburse any amounts from a Reserve Account, Borrower shall have given Lender a written request for such disbursement (a “Disbursement Request”), specifying the amount of the requested disbursement and accompanied by a written statement by Xxxxxxxx describing the Permitted Expenditures to be reimbursed from such disbursement. (ii) Borrower shall have delivered to Lender evidence reasonably satisfactory to Lender (A) demonstrating that the amount of the requested disbursement is a payment to, or a reimbursement of Borrower for previously incurred or paid and unreimbursed costs of Borrower with respect to Permitted Expenditures, which evidence may include without limitation, certificates of occupancy or the equivalent, if required by Legal Requirements, invoices, receipts confirming payment and reasonable attorneys’ fees interim conditional (as to payment only) or final lien waivers, as the case may be, from all suppliers, contractors and expensessubcontractors; (B) arising that all previous disbursements from or in any way connected with the Reserve Accounts have been properly applied to reimburse Borrower for Borrower’s payment of Permitted Expenditures; and (C) verifying that any tenant improvement or capital improvement that is the performance subject of any such Disbursement Request has been completed to the obligations for satisfaction of Lender (which the Reserve Accounts were establishedmay include a satisfactory inspection by a representative of Lender). (giii) Within ten (10) business days after receiving the Disbursement Request, Lender shall either (A) make the requested disbursement or (B) notify Borrower in writing of Xxxxxx’s objection to the requested disbursement, specifying in such notice the reasons for such objection. Lender shall not be required to disburse funds in excess of the amount of the funds remaining in either Reserve Account. (iv) If the amount of funds in the Capital Expenditure Reserve Account at the time Borrower elects to exercise the Extension Option exceeds the remaining capital expenditures set forth in the approved Budget through the extended Maturity Date, such excess funds will be applied by Lender to the Principal Reduction (thereby reducing the amount that Borrower otherwise pays from separate funds). If at any time thereafter the amount of funds in the Capital Expenditure Reserve Account exceeds the remaining capital expenditures set forth in the approved Budget through the extended Maturity Date, Lender may, in its sole discretion, apply such excess funds to reduce the outstanding principal balance of the Loan. With respect to any approvals for leases requested by Xxxxxxxx, Borrower will send an initial notice requesting consent. If Lender has not approved or denied approval within ten (10) business days thereafter, Borrower may send a second notice, which shall conspicuously state that if Xxxxxx fails to respond to such second notice within five (5) business days after the date thereof, then Xxxxxx’s approval will be deemed granted. If Xxxxxx fails to so respond within five (5) business days after such second notice and provided no Event of Default then exists, then Xxxxxx’s approval will be deemed granted. (d) Lender and its agents, contractors, employees and other representatives (including, but not limited to, Xxxxxx’s consultants) are hereby irrevocably authorized upon not less than two (2) business days prior notice to Borrower to enter into and upon the Property for the purposes of inspecting all or any part of any tenant improvement or capital improvement work undertaken or completed. Neither any inspection of all or any part of such work by or on behalf of Lender, nor any approval or disapproval by or on behalf of Lender of all or any part of such work or any plans, specifications or other construction related documents or other guideline relating thereto shall be deemed or construed to be a representation, warranty or agreement by Lender concerning the fitness or adequacy of all or any part of such work for any purpose other than compliance with the requirements of this Agreement for the benefit of Lender. Lender shall not be responsible or accountable to Borrower or any other person for any unfitness or inadequacy of all or any part of such work for any other purpose (including, but not limited to, any failure of all or any part of such work to comply with any governmental requirements or with applicable safety standards). (e) Any amount funds remaining in any Reserve Account upon the Reserve Accounts after maturity of the Loan or refinance of the Loan shall be available to Lender for debt retirement to the extent the Loan has not otherwise been repaid in full. If at such time as the principal balance of the Notes and all accrued interest thereon and all other monetary Obligations have been paid in full full, there remains any undisbursed funds in immediately available any Reserve Account, Lender shall direct that such remaining funds shall be released disbursed to Borrower or such other party that may within five (5) business days thereafter. (f) Borrower shall not be entitled theretoto any earnings or interest on funds deposited into the Reserve Accounts. Interest, if any, earned by such deposits will be and remain the property of Lender.

Reserve Accounts. (a) Borrower Notwithstanding anything to the contrary stated herein, the Lessor and the Lessee desire to, and do hereby, create within the Project Control Account (or at the option of the Lessor in segregated interest-bearing accounts for which the Lessee will pay any applicable administrative fees and expenses) (i) a debt service reserve account (the "Retained Revenue Reserve Account") in an amount equal at all times to the aggregate of the payments of Basic Rent due from the Lessee on the next six (6) succeeding Rental Payment Dates (the "Retained Revenue Amount") and (ii) a maintenance reserve account (the "Major Maintenance Reserve Amount") in an amount as determined pursuant to (S)4.4.4 (b)(ii) below (the "Major Maintenance Account"). All moneys and/or investments constituting the Retained Revenue Reserve Account and the Major Maintenance Reserve Account and/or interest earned thereon (whether held in the Project Control Account, any such segregated account or in any Permitted Investment) shall serve as Collateral for the Lessee Obligations, and the Lessee hereby grants to the Lessee, to secure the payment and performance in full of all Lessee Obligations, a continuing security interest in and lien upon and with respect to, and so pledges and assignsassigns to the Lessor, and grants to Lender a first-priority perfected security interest in, the Reserve such Accounts and all funds moneys and other assets contained therein and any and all monies now or hereafter deposited in the Reserve Accounts as additional security for payment of the Obligations. Until expended or applied in accordance herewith, the Reserve Accounts and all funds therein shall constitute additional security for the Obligationsconstituting such Accounts. (bi) This Agreement isOn the Closing Date, among other thingsthe Lessee shall deposit $660,000 in the Retained Revenue Reserve Account. (ii) On the Closing Date and by [January 15] of each year thereafter, intended commencing [January 15, 2002], the Lessee shall deliver to the Lessor a certificate of its Chief Financial Officer, together with appropriate supporting information (which certificate and supporting information shall be satisfactory to the Lessor), documenting all amounts expended by the parties to be a security agreement for purposes Lessee on maintenance of the UCCEquipment during the preceding calendar year. On each Withdrawal Date, the Lessor will deposit in the Major Maintenance Reserve Account an amount equal to one-twelfth (1/12) of the amount allocated for major maintenance activities in the Annual Facility Budget. (i) To the extent that funds (other than the Retained Revenue Amount) are insufficient to make the applications required by subsections first through eighth of (S)4.4.3(b), the Lessor may in its sole and absolute discretion, and in no event shall be obligated to, disburse funds from the Retained Revenue Reserve Account in order to make such applications. (ii) Upon written request of the Lessee subject to the remainder of this subsection (c)(ii), the Lessor shall disburse funds from the Major Maintenance Reserve Account as necessary for the Lessee to maintain properly the Equipment. If Lessor disputes the reasonableness or necessity of any amount so requested by Lessee, the Independent Engineer shall review Lessee's request together with such other information as the Independent Engineer deems necessary or desirable, and shall determine the amount that should be disbursed from the Major Maintenance Reserve Account for the purposes requested by Lessee. In reviewing Lessee's request as aforesaid, the Independent Engineer will review, but shall not be bound to follow, Lessee's prior maintenance practices at the Facility. The Independent Engineer's written determination as aforesaid will be binding on Lessor and Lessee. No such disbursement shall be made without certification and other relevant documentation from the Lessee, in addition form and substance reasonably satisfactory to the Security AgreementLessor, that such maintenance is so necessary and has been performed or will be performed in a timely manner and as contemplated. (iii) Upon the occurrence and during the continuance of a Default or an Event of Default, the Lessor need not disburse any funds in the Retained Revenue Reserve Account to the Lessee or to any Person for or on behalf of the Lessee. Upon the occurrence and during the continuance of an Event of Default, Lender the Lessor need not disburse any funds in the Major Maintenance Reserve Account. (iv) If funds from the Retained Revenue Account have been disbursed pursuant to (S)4.4.4(c)(i) for two (2) consecutive months, then the Lessor may, in addition to any and all other rights and remedies available to Lenderbut shall not be obligated to, apply any sums amounts then present remaining in the Reserve Accounts to the payment of the Obligations in any order in its sole discretion. 313271651.15 (c) All interest on a Retained Revenue Reserve Account shall be added to or become and/or the Major Maintenance Reserve Account as a part thereof. Borrower shall be responsible for payment prepayment of any Tax applicable to the interest earned on the Reserve Accounts credited or paid to any BorrowerBasic Rent. (dv) The Reserve Accounts shall be under Upon the sole control payment in cash in full of the Rent and dominion satisfaction in full of Lenderall other Lessee Obligations, and except as otherwise provided in this Agreement, Borrower shall not have any right of withdrawal therefrom. (e) Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in Lessor will deliver to the Reserve Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto or any Permitted Encumbrances. (f) Lender and Servicer shall not be liable for any loss sustained on the investment of Lessee any funds the Reserve Accounts. Borrower shall indemnify Lender and Servicer and hold Lender and Servicer harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. (g) Any amount remaining in the Retained Revenue Reserve Accounts after Account or the Obligations have been paid in full in immediately available funds shall be released to Borrower or such other party that may be entitled theretoMajor Maintenance Reserve Account.