Common use of Rollover Reserve Fund Clause in Contracts

Rollover Reserve Fund. Each Borrower shall pay to Lender on --------------------- each Payment Date the Monthly Rollover Deposit for such Borrower's Collateral Property (in addition to other payments required hereunder) (such payments with respect to the entire Collateral Pool, less disbursements thereof pursuant hereto, being called the "ROLLOVER RESERVE FUND"). Lender will apply such payments to payment of Approved Leasing Expenses pursuant to the terms hereof. Each Borrower shall also deposit into the Rollover Reserve Fund all payments ("Lease Termination Payments") received from tenants in connection with the termination or cancellation of any Lease more than one year prior to its expiration date, including fees, penalties and commissions (provided that, upon the releasing of all or any portion of the space demised under such cancelled or terminated space, Lender shall, upon the applicable Borrower's request and provided no Event of Default then exists, release to such Borrower the portion, if any, of the Lease Termination Payment which exceeds the actual Leasing Expenses incurred or to be incurred in connection with such releasing). If the amount of the Rollover Reserve Fund shall exceed the amounts due for Approved Leasing Expenses pursuant to the terms hereof, Lender shall, in its discretion, return any excess to the applicable Borrower(s), credit such excess against future payments to the Rollover Reserve Fund or allocate such excess to other Subaccounts. If Lender determines in its reasonable judgment that the amount of the Rollover Reserve Fund will be insufficient to pay the amounts due or to become due for Approved Leasing Expenses (after taking into accounts any Lease Termination Payments theretofore deposited into the Rollover Reserve), Lender may adjust the monthly amounts required to be deposited into the Rollover Reserve Fund upon 30 days' notice to the applicable Borrower(s). Alternatively, Lender may in its discretion determine that the amount of the Rollover Reserve Fund will exceed the amounts due or to become due for Approved Leasing Expenses, in which case Lender may reduce the monthly amounts to be deposited therein.

Rollover Reserve Fund. Each All funds in the Rollover Account shall be held by Administrative Agent for tenant improvement and leasing commission obligations incurred after the Closing Date. Amounts deposited in the Rollover Account shall hereinafter be referred to as the “Rollover Reserve Fund”. Subject to Section 4.2(3), Administrative Agent shall make disbursements from the Rollover Reserve Fund for tenant improvement and leasing commission obligations incurred by Borrower or the applicable Property Guarantor in connection with a new Lease (or Lease modification or extension) entered into in accordance with this Agreement. Administrative Agent shall pay make disbursements as requested by Borrower (but not more frequently than once each calendar month) in increments of no less than $5,000 upon delivery by Borrower of a request for disbursement in the form of a summary spreadsheet reasonably acceptable to Lender on --------------------- each Payment Date Administrative Agent accompanied by copies of paid invoices for the Monthly Rollover Deposit for amounts requested (or such Borrower's Collateral Property (in addition other evidence reasonably satisfactory to other payments required hereunderAdministrative Agent that such requested amounts have been paid) (such payments and, with respect to tenant improvement and leasing commissions relating to any single tenant or any single Lease, as applicable, in excess of $250,000, Administrative Agent may condition disbursement on receipt of conditional Lien waivers and releases from all parties furnishing materials and/or services in connection with the entire Collateral Poolrequested payment, less disbursements thereof pursuant heretoprovided that Borrower, being called or the "ROLLOVER RESERVE FUND"). Lender will apply applicable Property Guarantor, shall not be required to deliver Lien waivers with respect to tenant reimbursement amounts unless and to the extent such payments tenant is required to payment of Approved Leasing Expenses provide Lien waivers pursuant to the terms hereofof the applicable Lease; provided, however, that Borrower or the applicable Property Guarantor shall use commercially reasonable efforts to enforce any such obligation of such tenant. Each Borrower shall also deposit into With respect to disbursements in excess of $500,000 in any month or $1,500,000 in any three consecutive months, Administrative Agent may require an inspection of the applicable Property at Borrower’s expense prior to making a disbursement in order to verify completion of improvements for which reimbursement is sought. All earnings or interest on the Rollover Reserve Fund all payments ("Lease Termination Payments") received from tenants shall be and become part of such Rollover Reserve Fund and shall be disbursed as provided in connection with this Section 4.1(6). Any amount remaining in the termination Rollover Reserve Fund after the Debt has been paid in full or cancellation of any Lease more than one year prior to its expiration date, including fees, penalties and commissions (provided that, upon immediately following the releasing of all or any portion of the space demised under such cancelled or terminated space, Lender shall, upon Cure Event for the applicable Borrower's request and Trigger Event (provided no Event of Default or other Trigger Event is then exists, release continuing) shall be returned to such Borrower the portion, if any, of the Lease Termination Payment which exceeds the actual Leasing Expenses incurred or to be incurred in connection with such releasing). If the amount of the Rollover Reserve Fund shall exceed the amounts due for Approved Leasing Expenses pursuant to the terms hereof, Lender shall, in its discretion, return any excess to the applicable Borrower(s), credit such excess against future payments to the Rollover Reserve Fund or allocate such excess to other Subaccounts. If Lender determines in its reasonable judgment that the amount of the Rollover Reserve Fund will be insufficient to pay the amounts due or to become due for Approved Leasing Expenses (after taking into accounts any Lease Termination Payments theretofore deposited into the Rollover Reserve), Lender may adjust the monthly amounts required to be deposited into the Rollover Reserve Fund promptly upon 30 days' notice to the applicable Borrower(s). Alternatively, Lender may in its discretion determine that the amount of the Rollover Reserve Fund will exceed the amounts due or to become due for Approved Leasing Expenses, in which case Lender may reduce the monthly amounts to be deposited thereinBorrower’s request.

Rollover Reserve Fund. Each Borrower shall pay to Lender on --------------------- each Payment Date until the Monthly Major Lease Rollover Deposit for such Borrower's Collateral Property Date, the sum of $35,000 (in addition to other payments required hereunder) (such payments with respect to the entire Collateral Poolpayments, less disbursements thereof pursuant hereto, being called the "ROLLOVER RESERVE FUNDRollover Reserve Fund"). Without limiting Lender's rights hereunder, if any sums in the Rollover Reserve Fund are applied to payment of Approved Leasing Expenses, Borrower shall make deposits into the Rollover Reserve Fund on each Payment Date in an amount from time to time determined by Lender to be the minimum monthly amount necessary to be deposited such that, after taking into account all payments from the Rollover Reserve Fund, the amount on deposit in the Rollover Reserve Fund on the Major Lease Rollover Date shall be not less than $2,000,000. Borrower shall also deposit into the Rollover Reserve Fund all payments received from tenants in connection with the early termination or cancellation of any of the Major Leases. Lender will apply such payments to payment of Approved Leasing Expenses pursuant to the terms hereof. Each Borrower shall also deposit into the Rollover Reserve Fund all payments ("Lease Termination Payments") received from tenants in connection with the termination or cancellation of any Lease more than one year prior to its expiration date, including fees, penalties and commissions (provided that, upon the releasing of all or any portion of the space demised under such cancelled or terminated space, Lender shall, upon the applicable Borrower's request and provided no Event of Default then exists, release to such Borrower the portion, if any, of the Lease Termination Payment which exceeds the actual Leasing Expenses incurred or to be incurred in connection with such releasing). If the amount of the Rollover Reserve Fund shall exceed the amounts due for Approved Leasing Expenses pursuant to the terms hereof, Lender shall, in its discretion, shall return any excess to the applicable Borrower(s), credit such excess against future payments to the Rollover Reserve Fund or allocate such excess to other SubaccountsBorrower. If Lender determines in its reasonable judgment that the amount of the Rollover Reserve Fund will be insufficient to pay the amounts due or to become due for Approved Leasing Expenses (after taking into accounts any Lease Termination Payments theretofore deposited into the Rollover Reserve)Expenses, Lender may adjust the monthly amounts required to be deposited into the Rollover Reserve Fund upon 30 days' notice to the applicable Borrower(s)Borrower. Alternatively, Lender may in its discretion determine that the amount of the Rollover Reserve Fund will exceed the amounts due or to become due for Approved Leasing Expenses, in which case Lender may reduce the monthly amounts to be deposited therein. In determining whether (i) to reduce the monthly amounts to be deposited into the Rollover Reserve Fund or (ii) to return any excess to Borrower, Lender shall take into account any extensions of the originally scheduled expiration dates of the Major Leases. For any Major Lease which is extended beyond the Major Lease Rollover Date applicable thereto, Lender will either return to Borrower that portion of the Rollover Reserve Fund corresponding to such Major Lease or reduce the monthly amount required to be deposited into the Rollover Reserve Fund which corresponds to such Major Lease.

Rollover Reserve Fund. Each Upon the occurrence of a Cash Management Event, Borrower shall pay to Lender on --------------------- each Payment Date thereafter monthly deposits for the payment of Approved Leasing Expenses (the "Monthly Rollover Deposit Deposit") for such Borrower's each Collateral Property (in addition to other payments required hereunder) (such payments with respect to the entire Collateral Pool, less disbursements thereof pursuant hereto, being called the "ROLLOVER RESERVE FUNDRollover Reserve Fund")) or, at Borrower's option, shall post a Letter of Credit in such amount determined by Lender based on $.75 a square foot of gross leasable area excluding Anchor Tenant space for each Collateral Property. Lender will apply such payments to payment of Approved Leasing Expenses pursuant to the terms hereof. Each Borrower shall also deposit into the Rollover Reserve Fund all payments ("Lease Termination Payments") received from tenants Tenants in connection with the termination or cancellation of any Lease more than one year prior to its expiration date, including fees, penalties and commissions (provided that, upon the releasing of all or any portion of the space demised under such cancelled or terminated spaceLease, Lender shall, upon the applicable Borrower's request and provided no Event of Default then exists, release to such Borrower the portion, if any, of the Lease Termination Payment which exceeds the actual Leasing Expenses incurred or to be incurred in connection with such releasing). If the amount of the Rollover Reserve Fund shall exceed the amounts due for Approved Leasing Expenses pursuant to the terms hereof, Lender shall, in its discretion, return any shall retain excess to the applicable Borrower(s), credit such excess against future payments to the Rollover Reserve Fund or allocate such excess to other SubaccountsFunds in accordance with Section 4.11 of this Agreement. If Lender determines in its reasonable judgment that the amount of the Rollover Reserve Fund will be insufficient to pay the amounts due or to become due for Approved Leasing Expenses (after taking into accounts account any Lease Termination Payments theretofore deposited into the Rollover Reserve), Lender may adjust the monthly amounts required to be deposited into the Rollover Reserve Fund upon 30 thirty (30) days' notice to the applicable Borrower(s)Borrower. Alternatively, Lender may in its discretion determine that the amount of the Rollover Reserve Fund will exceed the amounts due or to become due for Approved Leasing Expenses, in which case Lender may reduce the monthly amounts to be deposited therein. Lender shall release funds on deposit in the Rollover Reserve Fund to the Borrower for each Collateral Property, in an amount calculated based on the amounts per square foot leased as set forth on Schedule 6 attached hereto, upon Lender's receipt from Borrower of evidence that (i) a new Lease has been executed, (ii) the Tenant under such new Lease has taken possession of the premises leased thereunder and has provided the Borrower and Lender with an estoppel letter stating that the Tenant has commenced paying rent pursuant to the terms of its Lease, (iii) all tenant improvement costs or other Approved Leasing Expenses have been paid pursuant to the terms of the new Lease, and (iv) any leasing commissions have been paid and there are no outstanding monetary obligations of the Borrower to the Tenant or any third party due under such new Lease.

Rollover Reserve Fund. Each Upon the occurrence of a Cash Management Event, Borrower shall pay to Lender on --------------------- each Payment Date thereafter monthly deposits for the payment of Approved Leasing Expenses (the "Monthly Rollover Deposit Deposit") for such Borrower's the Collateral Property (in addition to other payments required hereunder) (such payments with respect to the entire Collateral Poolpayments, less disbursements thereof pursuant hereto, being called the "ROLLOVER RESERVE FUNDRollover Reserve Fund")) or, at Borrower's option, shall post a Letter of Credit in such amount determined by Lender based on $.75 a square foot of gross leasable area excluding Anchor Tenant space for each Collateral Property. Lender will apply such payments to payment of Approved Leasing Expenses pursuant to the terms hereof. Each Borrower shall also deposit into the Rollover Reserve Fund all payments ("Lease Termination Payments") received from tenants Tenants in connection with the termination or cancellation of any Lease more than one year prior to its expiration date, including fees, penalties and commissions (provided that, upon the releasing of all or any portion of the space demised under such cancelled or terminated spaceLease, Lender shall, upon the applicable Borrower's request and provided no Event of Default then exists, release to such Borrower the portion, if any, of the Lease Termination Payment which exceeds the actual Leasing Expenses incurred or to be incurred in connection with such releasing). If the amount of the Rollover Reserve Fund shall exceed the amounts due for Approved Leasing Expenses pursuant to the terms hereof, Lender shall, in its discretion, return any shall retain excess to the applicable Borrower(s), credit such excess against future payments to the Rollover Reserve Fund or allocate such excess to other SubaccountsFunds in accordance with Section 4.11 of this Agreement. If Lender determines in its reasonable judgment that the amount of the Rollover Reserve Fund will be insufficient to pay the amounts due or to become due for Approved Leasing Expenses (after taking into accounts account any Lease Termination Payments theretofore deposited into the Rollover Reserve), Lender may adjust the monthly amounts required to be deposited into the Rollover Reserve Fund upon 30 thirty (30) days' notice to the applicable Borrower(s)Borrower. Alternatively, Lender may in its discretion determine that the amount of the Rollover Reserve Fund will exceed the amounts due or to become due for Approved Leasing Expenses, in which case Lender may reduce the monthly amounts to be deposited therein. Lender shall release funds on deposit in the Rollover Reserve Fund to the Borrower in an amount calculated based on $8.88 per square foot leased at the Collateral Property, upon Lender's receipt from Borrower of evidence that (i) a new Lease has been executed, (ii) the Tenant under such new Lease has taken possession of the premises leased thereunder and has provided the Borrower and Lender with an estoppel letter stating that the Tenant has commenced paying rent pursuant to the terms of its Lease, (iii) all tenant improvement costs or other Approved Leasing Expenses have been paid pursuant to the terms of the new Lease, and (iv) any leasing commissions have been paid and there are no outstanding monetary obligations of the Borrower to the Tenant or any third party due under such new Lease.