Common use of Special Rollover Reserve Clause in Contracts

Special Rollover Reserve. (a) On each Payment Date occurring during the continuance of a Lease Sweep Period (provided no other Cash Management Period is then continuing), all Available Cash (or such portion of Available Cash that shall be allocated by Lender for deposit into the Special Rollover Reserve Subaccount) shall be paid to Lender. Lender will transfer such amount into a Subaccount (the “Special Rollover Reserve Subaccount”). Borrowers shall also pay to Lender for transfer into the Special Rollover Reserve Subaccount any Major Lease Termination Payments. (b) Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the Special Rollover Reserve Subaccount to Borrowers, within fifteen (15) days after the delivery by Borrowers to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (i) such disbursement is for an Approved Major Lease Leasing Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrowers’ reasonable expense) performance of any construction work associated with such Approved Major Lease Leasing Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrowers for) Approved Major Lease Leasing Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used only to pay (or reimburse Borrowers for) the previously identified Approved Major Lease Leasing Expenses, and (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor. Provided no Event of Default is continuing, upon the termination of the subject Lease Sweep Period, and Lender’s receipt of reasonably satisfactory evidence that all Approved Major Lease Leasing Expenses incurred in connection therewith (and any other expenses in connection with the re-tenanting of the applicable space) have been paid in full (which evidence may include (i) a letter or certification from the applicable broker, if any, that all brokerage commissions payable in connection therewith have been paid and (ii) an estoppel certificate executed by each applicable tenant which certifies that all contingencies under such Lease to the payment of full rent (including the applicable Borrower’s contribution to the cost of any tenant improvement work) have been satisfied), any funds (if any) remaining in the Special Rollover Reserve Subaccount that have been deposited therein as a result of such Lease Sweep Period shall, provided that no other Lease Sweep Period shall then be continuing, be disbursed to Borrowers; provided, however, if a Cash Management Period is then continuing, then no such funds shall be disbursed to Borrowers, and all such funds shall instead be deposited into the Cash Collateral Subaccount, to be applied in accordance with Section 3.9 hereof.

Special Rollover Reserve. (a) On each Payment Date occurring during the continuance of a Lease Sweep Period (provided no other Cash Management Period is then continuingcontinuing (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period)), all Available Cash (or such portion of Available Cash that shall be allocated by Lender for deposit into the Special Rollover Reserve Subaccount) shall be paid to Lender. Lender and Lender will transfer such amount into a Subaccount (the “Special Rollover Reserve Subaccount”). Borrowers Borrower shall also pay to Lender for transfer into the Special Rollover Reserve Subaccount any Major Lease Termination PaymentsPayments received with respect to any Major Lease. (b) Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the Special Rollover Reserve Subaccount to BorrowersBorrower, within fifteen (15) days after the delivery by Borrowers Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (i) such disbursement is for an Approved Major Lease Leasing Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrowers’ reasonable expenseBorrower’s expense if the requested disbursement is in excess of $25,000) performance of any construction work associated with such Approved Major Lease Leasing Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrowers Borrower for) Approved Major Lease Leasing Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used only to pay (or reimburse Borrowers Borrower for) the previously identified Approved Major Lease Leasing Expenses, and (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor. Any such disbursement of more than $25,000 to pay (rather than reimburse) Approved Major Lease Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Major Lease Leasing Expenses. (c) Provided no Event of Default is continuing, upon the termination of the subject Lease Sweep Period, and Lender’s receipt of reasonably satisfactory evidence that all Approved Major Lease Leasing Expenses incurred in connection therewith (and any other expenses in connection with the re-tenanting of the applicable space) have been paid in full (which evidence may include (i) a letter or certification from the applicable broker, if any, that all brokerage commissions payable in connection therewith have been paid and or (ii) an estoppel certificate executed by each applicable tenant which certifies that all contingencies under such Lease to the payment of full rent (including the applicable Borrower’s contribution to the cost of any tenant improvement work) have been satisfied), any funds (if any) remaining in the Special Rollover Reserve Subaccount that have been deposited therein as a result of such Lease Sweep Period shall, provided that no other Lease Sweep Period shall then be continuing, be disbursed to BorrowersBorrower; provided, however, if a Cash Management Period is then continuing, then no such funds shall be disbursed to BorrowersBorrower, and all such funds shall instead be deposited into the Cash Collateral Subaccount, to be applied in accordance with Section 3.9 hereof.

Special Rollover Reserve. (a) On each Payment Date occurring during the continuance of a Lease Sweep Period (provided that no other Cash Management Sweep Period is then continuingcontinuing other than a Cash Sweep Period triggered solely as a result of a Lease Sweep Period), all Available Cash (or such portion of Available Cash that shall be allocated by Lender for deposit into the Special Rollover Reserve SubaccountSubaccount pursuant to Section 3.12 hereof) shall be paid to Lender. Lender will transfer such amount into a Subaccount (the “Special Rollover Reserve Subaccount”). Borrowers Borrower shall also pay to Lender for transfer into the Special Rollover Reserve Subaccount any Major Lease Termination Payments. (b) Payments received from any Lease Sweep Tenant. Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the Special Rollover Reserve Subaccount to BorrowersBorrower, within fifteen (15) days after the delivery by Borrowers Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,00010,000, provided that: (i) such disbursement is for an Approved Major Lease Sweep Lease Leasing ExpenseExpense or Approved Leasing Expense (as the case may be); (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrowers’ reasonable Borrower’s expense) performance of any construction work in excess of $500,000 associated with such Approved Major Lease Sweep Lease Leasing ExpenseExpense or Approved Leasing Expense (as the case may be); and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrowers Borrower for) Approved Major Lease Sweep Lease Leasing Expenses or Approved Leasing Expenses (as the case may be) and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used only to pay (or reimburse Borrowers Borrower for) the previously identified Approved Major Lease Sweep Lease Leasing ExpensesExpenses or Approved Leasing Expenses (as the case may be), and (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor. Any such disbursement of more than $25,000 to pay (rather than reimburse) Approved Lease Sweep Lease Leasing Expenses or Approved Leasing Expenses (as the case may be) may, at Lender’s option, be made by direct check payable to the payee of such Approved Lease Sweep Lease Leasing Expenses or Approved Leasing Expenses (as the case may be). (b) Provided no Default or Event of Default is continuing, upon the termination of the subject Lease Sweep Period, and Lender’s receipt of reasonably satisfactory evidence that all Approved Major Lease Sweep Lease Leasing Expenses or Approved Leasing Expenses (as the case may be) incurred in connection therewith (and any other expenses in connection with the re-tenanting of the applicable space) have been paid in full (which evidence may include (i) a letter or certification from the applicable broker, if any, that all brokerage commissions payable in connection therewith have been paid and (ii) an estoppel certificate executed by each applicable tenant which certifies that all contingencies under such Lease to the payment of full rent (including the applicable Borrower’s contribution to the cost of any tenant improvement work) have been satisfied), any funds (if any) remaining in the Special Rollover Reserve Subaccount that have been deposited therein as a result of such Lease Sweep Period shall, provided that no other Lease Sweep Period shall then be continuing, be disbursed to BorrowersBorrower; provided, however, (A) if a Cash Management Sweep Period is then continuing, then no such funds shall be disbursed to BorrowersBorrower, and all such funds shall instead be deposited into the Cash Collateral Subaccount, to be applied in accordance with Section 3.9 hereof3.10 hereof and (B) if a Lease Sweep Period is then continuing (provided no Cash Sweep Period is then continuing other than a Cash Sweep Period triggered solely as a result of another Lease Sweep Period), then no such funds shall be disbursed to Borrower, and all such funds shall remain in the Special Rollover Reserve Subaccount, to be applied in accordance with this Section 3.6.2.